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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Commission file number: 1-32261
 
 BIOMED REALTY TRUST, INC.
 (Exact name of registrant as specified in its charter)
 Maryland(State or other jurisdiction of 
incorporation or organization)
    
    20-1142292(I.R.S. Employer Identification No.)17190 Bernardo Center Drive 
San Diego, California(Address of Principal Executive Offices)
    
    92128(Zip Code)
 (858) 485-9840  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.01 Par Value 
7.375% Series A Cumulative Redeemable Preferred Stock, $0.01 Par Value
    
    New York Stock Exchange
New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
 Yes þ No o
 Yes o No þ
 Yes þ No o
 Yes
o No o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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BIOMED REALTY TRUST, INC.
 FORM 10-K  ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2009
 TABLE OF CONTENTS
 PagePART IItem 1 Business
    
    
    3Item 1A Risk Factors
    
    
    9Item 1B Unresolved Staff Comments
       
    
     26Item 2 Properties
       
    
     26Item 3 Legal Proceedings
       
    
     30Item 4 Submission of Matters to a Vote of Security Holders
       
    
     30PART IIItem 5 Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
       
    
     31Item 6 Selected Financial Data
       
    
     31Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations
       
    
     33Item 7A Quantitative and Qualitative Disclosures About Market Risk
       
    
     55Item 8 Financial Statements and Supplementary Data
       
    
     57Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
       
    
     96Item 9A Controls and Procedures
       
    
     96Item 9B Other Information
       
    
     97PART IIIItem 10 Directors, Executive Officers and Corporate Governance
       
    
     97Item 11 Executive Compensation
       
    
     97Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
       
    
     97Item 13 Certain Relationships and Related Transactions, and Director Independence
       
    
     97Item 14 Principal Accountant Fees and Services
       
    
     97PART IVItem 15 Exhibits and Financial Statement Schedules
       
    
     98Exhibit 10.4Exhibit 10.6Exhibit 10.41Exhibit 12.1Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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PART I
 
 Item 1. Business
 Forward-Looking Statements
  
    
    adverse economic or real estate developments in the life science industry or in our
target markets, including the inability of our tenants to obtain funding to run their
businesses,
 
    
    our failure to obtain necessary outside financing on favorable terms or at all, including
the continued availability of our unsecured line of credit,
 
    
    general economic conditions, including downturns in the national and local economies,
 
    
    volatility in financial and securities markets,
 
    
    defaults on or non-renewal of leases by tenants,
 
    
    our inability to compete effectively,
 
    
    increased interest rates and operating costs,
 
    
    our inability to successfully complete real estate acquisitions, developments and
dispositions,
 
    
    risks and uncertainties affecting property development and construction,
 
    
    our failure to successfully operate acquired properties and operations,
 
    
    our failure to maintain our status as a real estate investment trust, or REIT,
 
    
    government approvals, actions and initiatives, including the need for compliance with
environmental requirements, and
 
    
    changes in real estate, zoning and other laws and increases in real property tax rates.
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General
     2009 Highlights
 Leasing
  
    
    January 15, 2009  We signed two lease extensions through December 31, 2015 with Vertex
Pharmaceuticals Incorporated totaling approximately 293,000 square feet at our 40 Erie
Street and 200 Sidney Street properties in Cambridge, Massachusetts.
 
    
    January 20, 2009  We signed a new lease with Kowa Company, Ltd. that expires December
31, 2019 for approximately 24,000 square feet of laboratory and office space at our Center
for Life Science | Boston.
 
    
    May 1, 2009  We signed a new 15-year lease with Regeneron Pharmaceuticals, Inc. for
approximately 77,000 square feet of laboratory and office space at our Landmark at Eastview
campus in Tarrytown, New York.
 
    
    October 28, 2009  We signed a new ten-year lease with the Broad Institute, Inc. for
approximately 80,000 square feet of laboratory and office space at our 301 Binney Street
property in Cambridge, Massachusetts, which is owned through our joint venture with
institutional investors advised by Prudential Real Estate Investors, or PREI.
 
    
    October 29, 2009  We signed a new ten-year lease with Progenics Pharmaceuticals, Inc.
for approximately 149,000 square feet of laboratory and office space at our Landmark at
Eastview campus, replacing existing leases with Progenics which were set to expire from
2009 to 2012.
 
    
    December 3, 2009  We signed a new lease with Regeneron that expires June 30, 2024 for
approximately 131,000 square feet of newly-constructed laboratory and office space at our
Landmark at Eastview campus.
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Development
  Rentable
    
    
    PercentProperty
    
    Square Feet
    
    
    LeasedCenter for Life Science | Boston
    
    
    704,159
    
    
    
    91.1
    %530 Fairview Avenue
    
    
    96,188
    
    
    
    55.9
    %Landmark at Eastview II
    
    
    360,520
    
    
    
    100.0
    %Total/Weighted-Average
    
    
    1,160,867
    
    
    
    90.9
    %
 Financings
  
    
    February 11, 2009  Our PREI joint ventures jointly refinanced the outstanding balance
of a secured acquisition and interim loan facility with the proceeds of a new loan totaling
$203.3 million and members capital contributions funding the balance due.
 
    
    May 21, 2009  We completed a follow-on public offering of common stock, resulting in
net proceeds of approximately $166.9 million.
 
    
    June 19, 2009  We closed on a new $18.0 million loan secured by our 9865 Towne Centre
Drive property, a build-to-suit laboratory and office facility completed in the second
quarter of 2008 and fully leased to Illumina, Inc.
 
    
    June 29, 2009  We closed on a new $350.0 million loan secured by our Center for Life
Science | Boston property.
 
    
    September 4, 2009  We entered into three equity distribution agreements, pursuant to
which we may issue and sell from time to time shares of our common stock having an
aggregate offering price of up to $120.0 million. During the quarter ended December 31,
2009, we raised approximately $7.3 million in net proceeds under one of the equity
distribution agreements.
 
    
    November 23, 2009 and December 4, 2009  We entered into amendments to our second
amended and restated unsecured credit agreement, pursuant to which we increased the
borrowing capacity on our unsecured line of credit by $65.0 million and $55.0 million,
respectively, for an aggregate borrowing capacity of $720.0 million. All other material
terms under the unsecured credit agreement remained unchanged.
 
    
    December 11, 2009  We repurchased approximately $61.3 million aggregate principal
amount of our exchangeable senior notes due 2026 pursuant to a cash tender offer. In addition, we
repurchased $20.8 million face value of our exchangeable senior notes due
2026 during 2009 in privately negotiated transactions for approximately $12.6
million.
  Dividends
  Growth Strategy
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
    
    negotiating leases with contractual rental rate increases in order to provide predictable
and consistent earnings growth,
 
    
    creating strong relationships with our tenants to enable us to identify and capitalize on
opportunities to renew or extend existing leases or to provide expansion space,
 
    
    redeveloping currently owned non-laboratory space into higher yielding laboratory
facilities, and
 
    
    developing new laboratory and office space on land we have acquired for development.
  
    
    acquiring well-located properties leased to high-quality life science tenants with
attractive in-place yields and long-term growth potential,
 
    
    investing in properties with leasing opportunities, capitalizing on our industry
relationships to enter into new leases, and
 
    
    investing in redevelopment and development projects, capitalizing on our development
platform that we believe will serve as an additional catalyst for future growth.
 Target Markets
  Positive Life Science Industry Trends
  
    
    the aging of the U.S. population resulting from the transition of baby boomers to senior
citizens, which has increased the demand for new drugs and health care treatment
alternatives to extend, improve and enhance their quality of life,
 
    
    the high level of research and development expenditures, as represented by a
Pharmaceutical Research and Manufacturers of America (PhRMA) survey indicating that research
and development spending by its members climbed to a record $50.3 billion in 2008 from $47.9
billion in the prior year, and when combined with non-member companies, totaled a record
$65.2 billion in 2008, and
 
    
    escalating health care costs, which drive the demand for better drugs, less expensive
treatments and more services in an attempt to manage such costs.
  Experienced Management
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Regulation
 General
  Americans with Disabilities Act
  Environmental Matters
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Insurance
  Competition
  
    
    our expertise in understanding the real estate needs of life science industry tenants,
 
    
    our ability to identify, acquire and develop properties with generic laboratory
infrastructure that appeal to a wide range of life science industry tenants, and
 
    
    our expertise in identifying and evaluating life science industry tenants.
  8




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Foreign Operations
  
 Item 1A. Risk Factors
  Risks Related to Our Properties, Our Business and Our Growth Strategy
 Because we lease our properties to a limited number of tenants, and to the extent we depend on
a limited number of tenants in the future, the inability of any single tenant to make its lease
payments could adversely affect our business and our ability to make distributions to our
stockholders.
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Tenants in the life science industry face high levels of regulation, expense and uncertainty
that may adversely affect their ability to pay us rent and consequently adversely affect our
business.
  
    
    As discussed above, our tenants require significant outlays of funds for the research and
development and clinical testing of their products and technologies. If private investors,
the government, public markets or other sources of funding are unavailable to support such
development, a tenants business may fail.
 
    
    The research and development, clinical testing, manufacture and marketing of some of our
tenants products require federal, state and foreign regulatory approvals. The approval
process is typically long, expensive and uncertain. Even if our tenants have sufficient
funds to seek approvals, one or all of their products may fail to obtain the required
regulatory approvals on a timely basis or at all. Furthermore, our tenants may only have a
small number of products under development. If one product fails to receive the required
approvals at any stage of development, it could significantly adversely affect our tenants
entire business and its ability to pay rent.
 
    
    Our tenants with marketable products may be adversely affected by health care reform
efforts and the reimbursement policies of government or private health care payers.
 
    
    Our tenants may be unable to adequately protect their intellectual property under patent,
copyright or trade secret laws. Failure to do so could jeopardize their ability to profit
from their efforts and to protect their products from competition.
 
    
    Collaborative relationships with other life science entities may be crucial to the
development, manufacturing, distribution or marketing of our tenants products. If these
other entities fail to fulfill their obligations under these collaborative arrangements, our
tenants businesses will suffer.
   The bankruptcy of a tenant may adversely affect the income produced by and the value of our
properties.
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We may be unable to acquire, develop or operate new properties successfully, which could harm
our financial condition and ability to pay distributions to our stockholders.
  
    
    we may be unable to obtain financing on favorable terms (or at all), including continued
access to our unsecured line of credit,
 
    
    changing market conditions, including competition from others, may diminish our
opportunities for acquiring a desired property on favorable terms or at all. Even if we
enter into agreements for the acquisition of properties, these agreements are subject to
customary conditions to closing, including completion of due diligence investigations to our
satisfaction,
 
    
    we may spend more time or money than we budget to improve or renovate acquired properties
or to develop new properties,
 
    
    we may be unable to quickly and efficiently integrate new properties, particularly if we
acquire portfolios of properties, into our existing operations,
 
    
    we may fail to obtain the financial results expected from the properties we acquire or
develop, making them unprofitable or less profitable than we had expected,
 
    
    market and economic conditions may result in higher than expected vacancy rates and lower
than expected rental rates,
 
    
    we may fail to retain tenants that have pre-leased our properties under development if we
do not complete the construction of these properties in a timely manner or to the tenants
specifications,
 
    
    we have a limited history in conducting ground-up construction activities,
 
    
    if we develop properties, we may encounter delays or refusals in obtaining all necessary
zoning, land use, building, occupancy and other required governmental permits and
authorizations,
 
    
    acquired and developed properties may have defects we do not discover through our
inspection processes, including latent defects that may not reveal themselves until many
years after we put a property in service, and
 
    
    we may acquire land, properties or entities owning properties, which are subject to
liabilities and for which, in the case of unknown liabilities, we may have limited or no
recourse.
  Because particular upgrades are required for life science tenants, improvements to our
properties involve greater expenditures than traditional office space, which costs may not be
covered by the rents our tenants pay.
  
    
    reinforced concrete floors,
 
    
    upgraded roof structures for greater load capacity,
 
    
    increased floor-to-ceiling clear heights,
 
    
    heavy-duty HVAC systems,
 
    
    enhanced environmental control technology,
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
    
    significantly upgraded electrical, gas and plumbing infrastructure, and
 
    
    laboratory benchwork.
  Because of the unique and specific improvements required for our life science tenants, we may
be required to incur substantial renovation costs to make our properties suitable for other life
science tenants or other office tenants, which could adversely affect our operating performance.
   Our success depends on key personnel with extensive experience dealing with the real estate
needs of life science tenants, and the loss of these key personnel could threaten our ability to
operate our business successfully.
  We face risks associated with property acquisitions.
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The geographic concentration of our properties in Boston, Maryland and California makes our
business particularly vulnerable to adverse conditions affecting these markets.
  Our tax indemnification and debt maintenance obligations require us to make payments if we
sell certain properties or repay certain debt, which could limit our operating flexibility.
   Future acts of terrorism or war or the risk of war may have a negative impact on our business.
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Risks Related to the Real Estate Industry
 Our performance and value are subject to risks associated with the ownership and operation of
real estate assets and with factors affecting the real estate industry.
  
    
    local oversupply, increased competition or reduced demand for life science office and
laboratory space,
 
    
    inability to collect rent from tenants,
 
    
    vacancies or our inability to rent space on favorable terms,
 
    
    increased operating costs, including insurance premiums, utilities and real estate taxes,
 
    
    the ongoing need for capital improvements, particularly in older structures,
 
    
    unanticipated delays in the completion of our development or redevelopment projects,
 
    
    costs of complying with changes in governmental regulations, including usage, zoning,
environmental and tax laws,
 
    
    the relative illiquidity of real estate investments,
 
    
    changing submarket demographics, and
 
    
    civil unrest, acts of war and natural disasters, including earthquakes, floods and fires,
which may result in uninsured and underinsured losses.
  
    
    the continuation or worsening of the current economic environment,
 
    
    future periods of economic slowdown or recession,
 
    
    rising interest rates,
 
    
    declining demand for real estate, or
 
    
    the public perception that any of these events may occur.
  Illiquidity of real estate investments may make it difficult for us to sell properties in
response to market conditions and could harm our financial condition and ability to make
distributions.
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We may be unable to renew leases, lease vacant space or re-lease space as leases expire, which
could adversely affect our business and our ability to pay distributions to our stockholders.
  Significant competition may decrease or prevent increases in our properties occupancy and
rental rates and may reduce our investment opportunities.
  Uninsured and underinsured losses could adversely affect our operating results and our ability
to make distributions to our stockholders.
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We could incur significant costs related to government regulation and private litigation over
environmental matters involving the presence, discharge or threat of discharge of hazardous or
toxic substances, which could adversely affect our operations, the value of our properties, and our
ability to make distributions to our stockholders.
  
    
    the owners knowledge of the contamination,
 
    
    the timing of the contamination,
 
    
    the cause of the contamination, or
 
    
    the party responsible for the contamination.
    
    
    may require the removal or upgrade of underground storage tanks,
 
    
    regulate the discharge of storm water, wastewater and other pollutants,
 
    
    regulate air pollutant emissions,
 
    
    regulate hazardous materials generation, management and disposal, and
 
    
    regulate workplace health and safety.
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We could incur significant costs related to governmental regulation and private litigation
over environmental matters involving asbestos-containing materials, which could adversely affect
our operations, the value of our properties, and our ability to make distributions to our
stockholders.
  Our properties may contain or develop harmful mold, which could lead to liability for adverse
health effects and costs of remediating the problem, which could adversely affect the value of the
affected property and our ability to make distributions to our stockholders.
  Compliance with the Americans with Disabilities Act and similar laws may require us to make
significant unanticipated expenditures.
  We may incur significant unexpected costs to comply with fire, safety and other regulations,
which could adversely impact our financial condition, results of operations, and ability to make
distributions.
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Risks Related to Our Capital Structure
 Debt obligations expose us to increased risk of property losses and may have adverse
consequences on our business operations and our ability to make distributions.
  
    
    We may not be able to refinance or extend our existing debt. If we cannot repay,
refinance or extend our debt at maturity, in addition to our failure to repay our debt, we
may be unable to make distributions to our stockholders at expected levels or at all.
 
    
    Even if we are able to refinance or extend our existing debt, the terms of any
refinancing or extension may not be as favorable as the terms of our existing debt. If the
refinancing involves a higher interest rate, it could adversely affect our cash flow and
ability to make distributions to stockholders.
 
    
    One or more lenders under our $720.0 million unsecured line of credit could refuse to
fund their financing commitment to us or could fail, and we may not be able to replace the
financing commitment of any such lenders on favorable terms, or at all.
 
    
    Required payments of principal and interest may be greater than our cash flow from
operations.
 
    
    We may be forced to dispose of one or more of our properties, possibly on disadvantageous
terms, to make payments on our debt.
 
    
    If we default on our debt obligations, the lenders or mortgagees may foreclose on our
properties that secure those loans. Further, if we default under a mortgage loan, we will
automatically be in default on any other loan that has cross-default provisions, and we may
lose the properties securing all of these loans.
 
    
    A foreclosure on one of our properties will be treated as a sale of the property for a
purchase price equal to the outstanding balance of the secured debt. If the outstanding
balance of the secured debt exceeds our tax basis in the property, we would recognize
taxable income on foreclosure without realizing any accompanying cash proceeds to pay the
tax (or to make distributions based on REIT taxable income).
  Recent disruptions in the financial markets and the downturn of the broader U.S. economy could
affect our ability to obtain debt financing on reasonable terms, or at all, and have other adverse
effects on us.
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We have and may continue to engage in hedging transactions, which can limit our gains and
increase exposure to losses.
  
    
    Available interest rate hedging may not correspond directly with the interest rate risk
for which we seek protection.
 
    
    The duration or the amount of the hedge may not match the duration or amount of the
related liability.
 
    
    The party owing money in the hedging transaction may default on its obligation to pay.
 
    
    The credit quality of the party owing money on the hedge may be downgraded to such an
extent that it impairs our ability to sell or assign our side of the hedging transaction.
 
    
    The value of derivatives used for hedging may be adjusted from time to time in accordance
with accounting rules to reflect changes in fair-value. Downward adjustments, or
mark-to-market losses, would reduce our stockholders equity.
    Our credit facilities include restrictive covenants relating to our operations, which could
limit our ability to respond to changing market conditions and our ability to make distributions to
our stockholders.
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If we fail to obtain external sources of capital, which is outside of our control, we may be
unable to make distributions to our stockholders, maintain our REIT qualification, or fund growth.
  
    
    general market conditions,
 
    
    the markets perception of our growth potential,
 
    
    with respect to acquisition financing, the markets perception of the value of the
properties to be acquired,
 
    
    our current debt levels,
 
    
    our current and expected future earnings,
 
    
    our cash flow and cash distributions, and
 
    
    the market price per share of our common stock or preferred stock.
  Increases in interest rates could increase the amount of our debt payments and adversely
affect our ability to pay distributions to our stockholders.
  Risks Related to Our Organizational Structure
 Our charter and Maryland law contain provisions that may delay, defer or prevent a change of
control transaction and may prevent stockholders from receiving a premium for their shares.
 Our charter, including the articles supplementary with respect to our preferred stock,
contains ownership limits that may delay, defer or prevent a change of control transaction.
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We could authorize and issue stock without stockholder approval that may delay, defer or
prevent a change of control transaction.
 Certain provisions of Maryland law could delay, defer or prevent a change of control
transaction.
 
    
    business combination provisions that, subject to limitations, prohibit certain business
combinations between us and an interested stockholder or an affiliate of an interested
stockholder for certain periods. An interested stockholder is generally any person who
beneficially owns 10% or more of the voting power of our outstanding voting shares or an
affiliate or associate of ours who, at any time within the two-year period immediately prior
to the date in question, was the beneficial owner of 10% or more of the voting power of our
then outstanding stock. A person is not an interested stockholder under the statute if the
board of directors approved in advance the transaction by which he otherwise would have
become an interested stockholder. Business combinations with an interested stockholder are
prohibited for five years after the most recent date on which the stockholder becomes an
interested stockholder. After that period, the MGCL imposes two super-majority voting
requirements on such business combinations, and
 
    
    control share provisions that provide that control shares of our company acquired in
a control share acquisition have no voting rights except to the extent approved by a vote
of two-thirds of the votes entitled to be cast on the matter (excluding interested shares).
Control shares are voting shares that, when aggregated with all other shares owned by the
stockholder or in respect of which the stockholder is able to exercise or direct the
exercise of voting power (except solely by virtue of a revocable proxy), entitle the
stockholder to exercise one of three increasing ranges of voting power in electing
directors. A control share acquisition is the direct or indirect acquisition of ownership
or control of control shares.
   Our board of directors may amend our investing and financing policies without stockholder
approval, and, accordingly, our stockholders would have limited control over changes in our
policies that could increase the risk we default under our debt obligations or that could harm our
business, results of operations and share price.
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We may invest in properties with other entities, and our lack of sole decision-making
authority or reliance on a co-venturers financial condition could make these joint venture
investments risky.
  
    
    might become bankrupt or fail to fund their share of required capital contributions,
 
    
    may have economic or other business interests or goals that are inconsistent with our
business interests or goals, and
 
    
    may be in a position to take actions contrary to our policies or objectives.
  
    
    we structure a joint venture or conduct business in a manner that is deemed to be a
general partnership with a third party, in which case we could be liable for the acts of
that third party,
 
    
    third-party managers incur debt or other liabilities on behalf of a joint venture which
the joint venture is unable to pay, and the joint venture agreement provides for capital
calls, in which case we could be liable to make contributions as set forth in any such joint
venture agreement, or
 
    
    we agree to cross-default provisions or to cross-collateralize our properties with the
properties in a joint venture, in which case we could face liability if there is a default
relating to those properties in the joint venture or the obligations relating to those
properties.
   Risks Related to Our REIT Status
 Our failure to qualify as a REIT under the Code would result in significant adverse tax
consequences to us and would adversely affect our business and the value of our stock.
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
    
    we would not be allowed to deduct distributions to stockholders in computing our taxable
income and would be subject to federal income tax at regular corporate rates,
 
    
    we could also be subject to the federal alternative minimum tax and possibly increased
state and local taxes, and
 
    
    unless we are entitled to relief under applicable statutory provisions, we could not
elect to be taxed as a REIT for four taxable years following the year in which we were
disqualified.
  To maintain our REIT status, we may be forced to borrow funds during unfavorable market
conditions to make distributions to our stockholders.
  
    
    differences in timing between the actual receipt of cash and inclusion of income for
federal income tax purposes,
 
    
    the effect of non-deductible capital expenditures,
 
    
    the creation of reserves, or
 
    
    required debt or amortization payments.
  To maintain our REIT status, we may be forced to forego otherwise attractive opportunities.
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Risks Related to the Ownership of Our Stock
 The market price and trading volume of our common stock may be volatile.
   
    
    actual or anticipated variations in our quarterly operating results or dividends,
 
    
    changes in our funds from operations or earnings estimates,
 
    
    publication of research reports about us or the real estate industry,
 
    
    increases in market interest rates that lead purchasers of our shares to demand a higher
yield,
 
    
    changes in market valuations of similar companies,
 
    
    adverse market reaction to any additional debt we incur or acquisitions we make in the
future,
 
    
    additions or departures of key management personnel,
 
    
    actions by institutional stockholders,
 
    
    speculation in the press or investment community,
 
    
    the realization of any of the other risk factors presented in this report, and
 
    
    general market and economic conditions.
 Broad market fluctuations could negatively impact the market price of our common stock or
preferred stock.
  Market interest rates may have an adverse effect on the market price of our securities.
  Our distributions to stockholders may decline at any time.
  
    
    cash available for distribution,
 
    
    operating results,
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
    
    our financial condition, especially in relation to our anticipated future capital needs,
    
    then current expansion plans,
    
    the distribution requirements for REITs under the Code, and
    
    other factors our board deems relevant.
  The number of shares of our common stock available for future sale could adversely affect the
market price of our common stock.
    
    
    the exchange of operating partnership units, LTIP units, our 4.50% exchangeable senior
notes or our 3.75% exchangeable senior notes for common stock,
    
    additional grants of LTIP units, restricted stock or other securities to our directors,
executive officers and other employees under our incentive award plan,
    
    additional issuances of preferred stock with liquidation or distribution preferences, and
    
    other issuances of our common stock.
   25




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##### Table of Contents



Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
 Existing Portfolio
   Unconsolidated PartnershipConsolidated Portfolio
    
    
    Portfolio
    
    
    Total PortfolioRentable
    
    
    
    
    
    
    
    
    
    
    Rentable
    
    
    
    
    
    
    
    
    
    
    RentableSquare
    
    
    Percent
    
    
    
    
    
    
    Square
    
    
    Percent
    
    
    
    
    
    
    Square
    
    
    PercentProperties
    
    
    Feet
    
    
    Leased
    
    
    Properties
    
    
    Feet
    
    
    Leased
    
    
    Properties
    
    
    Feet
    
    
    LeasedStabilized
    
    
    40
    
    
    
    5,269,817
    
    
    
    98.6
    %
    
    
    4
    
    
    
    257,268
    
    
    
    100.0
    %
    
    
    44
    
    
    
    5,527,085
    
    
    
    98.6
    %Lease up
    
    
    20
    
    
    
    3,985,447
    
    
    
    54.5
    %
    
    
    2
    
    
    
    417,290
    
    
    
    46.4
    %
    
    
    22
    
    
    
    4,402,737
    
    
    
    53.8
    %Total operating portfolio
    
    
    60
    
    
    
    9,255,264
    
    
    
    79.6
    %
    
    
    6
    
    
    
    674,558
    
    
    
    66.9
    %
    
    
    66
    
    
    
    9,929,822
    
    
    
    78.7
    %Development
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    280,000
    
    
    
    
    
    
    
    1
    
    
    
    280,000
    
    
    
    Redevelopment
    
    
    1
    
    
    
    154,341
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    1
    
    
    
    154,341
    
    
    
    Pre-development
    
    
    1
    
    
    
    152,145
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    1
    
    
    
    152,145
    
    
    
    Total current portfolio
    
    
    62
    
    
    
    9,561,750
    
    
    
    77.1
    %
    
    
    7
    
    
    
    954,558
    
    
    
    47.3
    %
    
    
    69
    
    
    
    10,516,308
    
    
    
    74.3
    %Land parcels
    
    
    n/a
    
    
    
    1,548,000
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    
    
    
    
    1,548,000
    
    
    
    n/aTotal portfolio
    
    
    62
    
    
    
    11,109,750
    
    
    
    n/a
    
    
    
    7
    
    
    
    954,558
    
    
    
    n/a
    
    
    
    69
    
    
    
    12,064,308
    
    
    
    n/a
  26




---



##### Table of Contents



Current(1)
    
    
    Expiration(2)Annualized
    
    
    
    
    
    
    
    
    
    
    AnnualizedLeased
    
    
    
    
    
    
    Percent of
    
    
    Base Rent
    
    
    
    
    
    
    Percent of
    
    
    Base RentSquare
    
    
    Annualized
    
    
    Annualized
    
    
    per Leased
    
    
    Annualized
    
    
    Annualized
    
    
    per LeasedMarket
    
    Feet
    
    
    Base Rent
    
    
    Base Rent
    
    
    Sq Ft
    
    
    Base Rent
    
    
    Base Rent
    
    
    Sq Ft(in thousands)
    
    
    
    
    
    
    
    
    
    
    (in thousands)Boston(3)
    
    
    2,263,879
    
    
    $
    118,718
    
    
    
    40.9
    %
    
    $
    52.44
    
    
    $
    130,268
    
    
    
    37.0
    %
    
    $
    57.54Maryland
    
    
    1,144,968
    
    
    
    46,742
    
    
    
    16.1
    %
    
    
    40.82
    
    
    
    63,578
    
    
    
    18.0
    %
    
    
    55.53San Diego(3)
    
    
    1,084,660
    
    
    
    32,977
    
    
    
    11.4
    %
    
    
    30.40
    
    
    
    41,615
    
    
    
    11.8
    %
    
    
    38.37San Francisco
    
    
    1,193,272
    
    
    
    30,585
    
    
    
    10.6
    %
    
    
    25.63
    
    
    
    38,354
    
    
    
    10.9
    %
    
    
    32.14New York/New Jersey
    
    
    1,027,970
    
    
    
    30,555
    
    
    
    10.5
    %
    
    
    29.72
    
    
    
    44,842
    
    
    
    12.7
    %
    
    
    43.62Pennsylvania
    
    
    684,920
    
    
    
    15,159
    
    
    
    5.2
    %
    
    
    22.13
    
    
    
    16,348
    
    
    
    4.6
    %
    
    
    23.87Seattle
    
    
    169,593
    
    
    
    7,114
    
    
    
    2.5
    %
    
    
    41.95
    
    
    
    8,730
    
    
    
    2.5
    %
    
    
    51.48University Related  Other
    
    
    249,507
    
    
    
    8,020
    
    
    
    2.8
    %
    
    
    32.14
    
    
    
    8,965
    
    
    
    2.5
    %
    
    
    35.93Total
Portfolio/Weighted-Average
    
    
    7,818,769
    
    
    $
    289,870
    
    
    
    100.0
    %
    
    $
    37.07
    
    
    $
    352,700
    
    
    
    100.0
    %
    
    $
    45.11
 
 (1)
    
    In this and other tables, annualized current base rent is the monthly
contractual rent under existing leases at December 31, 2009, or if
rent has not yet commenced, the first monthly rent amount that will be
due at rent commencement, multiplied by 12 months.(2)
    
    Annualized base rent at expiration is the monthly contractual rent as
of date of expiration of the applicable lease (not including any
extension option(s)), multiplied by 12 months.(3)
    
    We are a member of the unconsolidated limited liability companies that
own a portfolio of properties in Cambridge, Massachusetts, and we are
entitled to approximately 20% of the operating cash flows. We also own
the general partnership interest in the unconsolidated limited
partnership that owns the McKellar Court property, which entitles us
to 75% of the gains upon a sale of the property and 22% of the
operating cash flows.  Rentable
    
    
    PercentBoston
    
    Square Feet
    
    
    LeasedAlbany Street
    
    
    75,003
    
    
    
    100.0
    %Center for Life Science | Boston
    
    
    704,159
    
    
    
    91.1
    %Charles Street
    
    
    47,912
    
    
    
    100.0
    %Coolidge Avenue
    
    
    37,400
    
    
    
    57.4
    %21 Erie Street
    
    
    48,627
    
    
    
    100.0
    %40 Erie Street
    
    
    100,854
    
    
    
    100.0
    %47 Erie Street Parking Structure
    
    447 Stalls
    
    
    
    n/aFresh Pond Research Park
    
    
    90,702
    
    
    
    73.5
    %675 West Kendall Street (Kendall A)
    
    
    302,919
    
    
    
    97.0
    %500 Kendall Street (Kendall D)
    
    
    349,325
    
    
    
    98.9
    %Sidney Street
    
    
    191,904
    
    
    
    100.0
    %Vassar Street
    
    
    52,520
    
    
    
    100.0
    %MarylandBeckley Street
    
    
    77,225
    
    
    
    100.0
    %9911 Belward Campus Drive
    
    
    289,912
    
    
    
    100.0
    %9920 Belward Campus Drive
    
    
    51,181
    
    
    
    100.0
    %Shady Grove Road
    
    
    635,058
    
    
    
    100.0
    %Tributary Street
    
    
    91,592
    
    
    
    100.0
    %San DiegoBalboa Avenue
    
    
    35,344
    
    
    
    100.0
    %Bernardo Center Drive
    
    
    61,286
    
    
    
    100.0
    %Faraday Avenue
    
    
    28,704
    
    
    
    100.0
    %John Hopkins Court
    
    
    72,192
    
    
    
    29.7
    %6114-6154 Nancy Ridge Drive
    
    
    196,557
    
    
    
    100.0
    %6828 Nancy Ridge Drive
    
    
    42,138
    
    
    
    58.0
    %Pacific Center Boulevard
    
    
    66,745
    
    
    
    100.0
    %Road to the Cure
    
    
    67,998
    
    
    
    79.6
    %San Diego Science Center
    
    
    105,364
    
    
    
    79.2
    %Science Center Drive
    
    
    53,740
    
    
    
    100.0
    %Sorrento Valley Boulevard
    
    
    54,924
    
    
    
    100.0
    %Torreyana Road
    
    
    81,204
    
    
    
    100.0
    %9865 Towne Centre Drive
    
    
    94,866
    
    
    
    100.0
    %9885 Towne Centre Drive
    
    
    104,870
    
    
    
    100.0
    %Waples Street
    
    
    50,055
    
    
    
    100.0
    %San FranciscoArdentech Court
    
    
    55,588
    
    
    
    100.0
    %
  27




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##### Table of Contents



Rentable
    
    
    PercentSquare Feet
    
    
    LeasedArdenwood Venture(1)
    
    
    72,500
    
    
    
    38.1
    %Bayshore Boulevard
    
    
    183,344
    
    
    
    100.0
    %Bridgeview Technology Park I
    
    
    201,567
    
    
    
    72.7
    %Bridgeview Technology Park II
    
    
    50,400
    
    
    
    0.0
    %Dumbarton Circle
    
    
    44,000
    
    
    
    100.0
    %Eccles Avenue(2)
    
    
    152,145
    
    
    
    0.0
    %Forbes Boulevard
    
    
    237,984
    
    
    
    100.0
    %Industrial Road
    
    
    171,965
    
    
    
    83.8
    %Kaiser Drive
    
    
    87,953
    
    
    
    0.0
    %Pacific Research Center
    
    
    1,389,517
    
    
    
    25.5
    %New York/New JerseyGraphics Drive
    
    
    72,300
    
    
    
    25.7
    %Landmark at Eastview
    
    
    750,784
    
    
    
    86.4
    %Landmark at Eastview II
    
    
    360,520
    
    
    
    100.0
    %One Research Way
    
    
    49,421
    
    
    
    0.0
    %PennsylvaniaEisenhower Road
    
    
    27,750
    
    
    
    59.7
    %George Patterson Boulevard
    
    
    71,500
    
    
    
    100.0
    %King of Prussia
    
    
    427,109
    
    
    
    87.7
    %Phoenixville Pike
    
    
    104,400
    
    
    
    71.6
    %Spring Mill Drive
    
    
    76,561
    
    
    
    100.0
    %900 Uniqema Boulevard(3)
    
    
    11,293
    
    
    
    100.0
    %1000 Uniqema Boulevard(3)
    
    
    59,821
    
    
    
    100.0
    %SeattleElliott Avenue(4)
    
    
    154,341
    
    
    
    0.0
    %500 Fairview Avenue
    
    
    22,213
    
    
    
    100.0
    %530 Fairview Avenue
    
    
    96,188
    
    
    
    55.9
    %Monte Villa Parkway
    
    
    51,000
    
    
    
    100.0
    %217th Place
    
    
    67,799
    
    
    
    62.9
    %University Related  OtherLucent Drive(5)
    
    
    21,500
    
    
    
    100.0
    %Trade Centre Avenue(6)
    
    
    78,023
    
    
    
    100.0
    %Walnut Street(7)
    
    
    149,984
    
    
    
    100.0
    %Total Consolidated Portfolio/Weighted-Average
    
    
    9,561,750
    
    
    
    77.1
    %Unconsolidated Portfolio:McKellar Court(8)
    
    
    72,863
    
    
    
    100.0
    %320 Bent Street(9)
    
    
    184,405
    
    
    
    100.0
    %301 Binney Street(9)
    
    
    417,290
    
    
    
    46.4
    %301 Binney Garage(9)
    
    503 Stalls
    
    
    
    n/a650 E. Kendall Street (Kendall B)(9)(10)
    
    
    280,000
    
    
    
    0.0
    %350 E. Kendall Street Garage (Kendall F)(9)
    
    1,409 Stalls
    
    
    
    n/aKendall Crossing Apartments(9)
    
    37 Apts.
    
    
    
    n/aTotal Portfolio/Weighted-Average
    
    
    10,516,308
    
    
    
    74.3
    %
 
 (1)
    
    We own an 87.5% membership interest in the limited liability company that owns this property.(2)
    
    The property was under pre-development at December 31, 2009.(3)
    
    Located in New Castle, Delaware.(4)
    
    The property was under redevelopment at December 31, 2009.(5)
    
    Located in Lebanon, New Hampshire.(6)
    
    Located in Longmont, Colorado.(7)
    
    Located in Boulder, Colorado.(8)
    
    We own the general partnership interest in the limited partnership that owns the McKellar
Court property, which entitles us to 75% of the extraordinary cash flows after repayment of
the partners capital contributions and 22% of the operating cash flows. The property is
located in San Diego, California.(9)
    
    We are a member of the limited liability companies that own a portfolio of properties in
Cambridge, Massachusetts, which entitles us to approximately 20% of the operating cash
flows.(10)
    
    The property was under development at December 31, 2009.  28




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##### Table of Contents



Tenant Information
  Annualized
    
    
    Percent ofBase Rent
    
    
    AnnualizedAnnualized
    
    
    per Leased
    
    
    Base Rent -
    
    
    LeaseLeased
    
    
    Base Rent
    
    
    Square Foot
    
    
    Current
    
    
    ExpirationTenant
    
    Square Feet
    
    
    Current
    
    
    Current
    
    
    Total Portfolio
    
    
    Date(s)(In thousands)Human Genome Sciences, Inc.
    
    
    924,970
    
    
    $
    41,918
    
    
    $
    45.32
    
    
    
    14.5
    %
    
    June 2026Vertex Pharmaceuticals Incorporated
    
    
    685,286
    
    
    
    28,982
    
    
    
    42.29
    
    
    
    10.0
    %
    
    Multiple(1)Beth Israel Deaconess Medical Center, Inc.
    
    
    362,364
    
    
    
    25,543
    
    
    
    70.49
    
    
    
    8.8
    %
    
    July 2023Regeneron Pharmaceuticals, Inc.
    
    
    565,405
    
    
    
    18,682
    
    
    
    33.04
    
    
    
    6.4
    %
    
    Multiple(2)Genzyme Corporation
    
    
    343,000
    
    
    
    15,464
    
    
    
    45.08
    
    
    
    5.3
    %
    
    August 2018Merck & Co., Inc.(3)
    
    
    184,357
    
    
    
    9,340
    
    
    
    50.66
    
    
    
    3.2
    %
    
    Multiple(4)Ironwood Pharmaceuticals, Inc.(3)
    
    
    153,189
    
    
    
    9,053
    
    
    
    59.10
    
    
    
    3.1
    %
    
    Multiple(5)Childrens Hospital Corporation
    
    
    150,215
    
    
    
    8,901
    
    
    
    59.26
    
    
    
    3.1
    %
    
    May 2023Centocor, Inc. (Johnson & Johnson)
    
    
    374,387
    
    
    
    8,490
    
    
    
    22.68
    
    
    
    2.9
    %
    
    April 2014Array BioPharma, Inc.
    
    
    228,007
    
    
    
    7,397
    
    
    
    32.44
    
    
    
    2.6
    %
    
    Multiple(6)Total/Weighted-Average(7)
    
    
    3,971,180
    
    
    $
    173,770
    
    
    $
    43.76
    
    
    
    59.9
    %
 
 (1)
    
    20,608 square feet expires May 2012, 81,204 square feet expires October 2013, 292,758
square feet expires January 2016, and 290,716 square feet expires May 2018.(2)
    
    21,900 square feet is on a month-to-month basis, 16,725 square feet expires March 2011,
6,568 square feet expires August 2011, and 520,212 square feet expires July 2024.(3)
    
    We own 20% of the limited liability company that owns a property that this tenant occupies.(4)
    
    39,053 square feet expire in July 2012 and 145,304 square feet expire in September 2016.(5)
    
    39,101 square feet expires December 2010 and 114,088 square feet expires January 2016.(6)
    
    149,984 square feet expires July 2016 and 78,023 square feet expires August 2016.(7)
    
    Without regard to any lease terminations and/or renewal options. Lease Terms
   29




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##### Table of Contents



Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
   30




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##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  Cash DividendPeriod
    
    High
    
    
    Low
    
    
    Last
    
    
    per Common ShareFirst Quarter 2008
    
    $
    25.33
    
    
    $
    19.32
    
    
    $
    23.89
    
    
    $
    0.335Second Quarter 2008
    
    $
    27.75
    
    
    $
    23.59
    
    
    $
    24.53
    
    
    $
    0.335Third Quarter 2008
    
    $
    29.50
    
    
    $
    22.72
    
    
    $
    26.45
    
    
    $
    0.335Fourth Quarter 2008
    
    $
    25.43
    
    
    $
    5.88
    
    
    $
    11.72
    
    
    $
    0.335First Quarter 2009
    
    $
    13.52
    
    
    $
    6.02
    
    
    $
    6.77
    
    
    $
    0.335Second Quarter 2009
    
    $
    12.21
    
    
    $
    6.47
    
    
    $
    10.23
    
    
    $
    0.110Third Quarter 2009
    
    $
    15.31
    
    
    $
    9.16
    
    
    $
    13.80
    
    
    $
    0.110Fourth Quarter 2009
    
    $
    16.59
    
    
    $
    12.62
    
    
    $
    15.78
    
    
    $
    0.140
    
 Period Ending
Index12/31/04 12/31/05 12/31/06 12/31/07 12/31/08 12/31/09
BioMed Realty Trust, Inc. 100.00 115.22 140.54 119.71 65.21 94.76
S&P 500 100.00 104.91 121.48 128.16 80.74 102.11
NAREIT All Equity REIT Index 100.00 112.16 151.49 127.72 79.53 101.79
SNL US REIT Office 100.00 112.40 161.54 128.47 73.04 100.13
Russell 2000 100.00 104.55 123.76 121.82 80.66 102.58 Source: SNL Financial LC
 
 Item 6. Selected Financial Data
   31




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##### Table of Contents



BIOMED REALTY TRUST, INC.
(Dollars in thousands, except share data)
 Years Ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Statements of Income:Revenues:Total revenues
    
    $
    361,166
    
    
    $
    301,973
    
    
    $
    266,109
    
    
    $
    218,735
    
    
    $
    138,784Expenses:Rental operations and real estate taxes
    
    
    104,824
    
    
    
    84,729
    
    
    
    71,142
    
    
    
    60,999
    
    
    
    46,358Depreciation and amortization
    
    
    109,620
    
    
    
    84,227
    
    
    
    72,202
    
    
    
    65,063
    
    
    
    39,378General and administrative
    
    
    22,919
    
    
    
    22,834
    
    
    
    21,870
    
    
    
    18,085
    
    
    
    13,278Total expenses
    
    
    237,363
    
    
    
    191,790
    
    
    
    165,214
    
    
    
    144,147
    
    
    
    99,014Income from operations
    
    
    123,803
    
    
    
    110,183
    
    
    
    100,895
    
    
    
    74,588
    
    
    
    39,770Equity in net (loss)/income of unconsolidated
partnerships
    
    
    (2,390
    )
    
    
    (1,200
    )
    
    
    (893
    )
    
    
    83
    
    
    
    119Interest income
    
    
    308
    
    
    
    485
    
    
    
    990
    
    
    
    1,102
    
    
    
    1,333Interest expense
    
    
    (64,998
    )
    
    
    (41,172
    )
    
    
    (28,786
    )
    
    
    (40,945
    )
    
    
    (23,226
    )Gain/(loss) on derivative instruments
    
    
    203
    
    
    
    (19,948
    )
    
    
    
    
    
    
    
    
    
    
    Gain on extinguishment of debt
    
    
    3,264
    
    
    
    14,783
    
    
    
    
    
    
    
    
    
    
    
    Income from continuing operations
    
    
    60,190
    
    
    
    63,131
    
    
    
    72,206
    
    
    
    34,828
    
    
    
    17,996Income from discontinued operations before gain on
sale of assets
    
    
    
    
    
    
    
    
    
    
    639
    
    
    
    1,542
    
    
    
    57Gain on sale of real estate assets
    
    
    
    
    
    
    
    
    
    
    1,087
    
    
    
    
    
    
    
    Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    1,726
    
    
    
    1,542
    
    
    
    57Net income
    
    
    60,190
    
    
    
    63,131
    
    
    
    73,932
    
    
    
    36,370
    
    
    
    18,053Net income attributable to noncontrolling interests
    
    
    (1,468
    )
    
    
    (2,077
    )
    
    
    (2,531
    )
    
    
    (1,610
    )
    
    
    (1,007
    )Net income attributable to the Company
    
    
    58,722
    
    
    
    61,054
    
    
    
    71,401
    
    
    
    34,760
    
    
    
    17,046Preferred stock dividends
    
    
    (16,963
    )
    
    
    (16,963
    )
    
    
    (16,868
    )
    
    
    
    
    
    
    Net income available to common stockholders
    
    $
    41,759
    
    
    $
    44,091
    
    
    $
    54,533
    
    
    $
    34,760
    
    
    $
    17,046Income from continuing operations per share
available to common stockholders:Basic earnings per share
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.81
    
    
    $
    0.59
    
    
    $
    0.44Diluted earnings per share
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.80
    
    
    $
    0.59
    
    
    $
    0.43Net income per share available to common
stockholders:Basic earnings per share
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.83
    
    
    $
    0.61
    
    
    $
    0.44Diluted earnings per share
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.83
    
    
    $
    0.61
    
    
    $
    0.44Weighted-average common shares outstanding:Basic
    
    
    91,011,123
    
    
    
    71,684,244
    
    
    
    65,303,204
    
    
    
    55,928,975
    
    
    
    38,913,103Diluted
    
    
    91,851,002
    
    
    
    75,408,153
    
    
    
    68,738,694
    
    
    
    58,886,694
    
    
    
    42,091,195Cash dividends declared per common share
    
    $
    0.70
    
    
    $
    1.34
    
    
    $
    1.24
    
    
    $
    1.16
    
    
    $
    1.08Cash dividends declared per preferred share
    
    $
    1.84
    
    
    $
    1.84
    
    
    $
    1.83
    
    
    
    
    
    
    
    Balance Sheet Data (at period end):Investments in real estate, net
    
    $
    2,971,767
    
    
    $
    2,960,429
    
    
    $
    2,807,599
    
    
    $
    2,457,721
    
    
    $
    1,129,371Total assets
    
    
    3,283,274
    
    
    
    3,229,314
    
    
    
    3,058,631
    
    
    
    2,692,572
    
    
    
    1,337,310Total indebtedness
    
    
    1,361,805
    
    
    
    1,341,099
    
    
    
    1,489,585
    
    
    
    1,329,588
    
    
    
    513,233Total liabilities
    
    
    1,459,342
    
    
    
    1,591,365
    
    
    
    1,641,850
    
    
    
    1,444,843
    
    
    
    586,162Total equity
    
    
    1,823,932
    
    
    
    1,637,949
    
    
    
    1,416,781
    
    
    
    1,247,729
    
    
    
    751,148Other Data:Cash flows from/(used in):Operating activities
    
    
    145,089
    
    
    
    115,046
    
    
    
    114,965
    
    
    
    101,588
    
    
    
    54,762Investing activities
    
    
    (157,627
    )
    
    
    (218,661
    )
    
    
    (409,301
    )
    
    
    (1,339,463
    )
    
    
    (601,805
    )Financing activities
    
    
    11,038
    
    
    
    111,558
    
    
    
    282,151
    
    
    
    1,243,227
    
    
    
    539,486
  32




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion should be read in conjunction with the financial statements and notes
thereto appearing elsewhere in this report. We make statements in this section that are
forward-looking statements within the meaning of the federal securities laws. For a complete
discussion of forward-looking statements, see the section above entitled Item 1. Business 
Forward-Looking Statements. Certain risk factors may cause our actual results, performance or
achievements to differ materially from those expressed or implied by the following discussion. For
a discussion of such risk factors, see the section above entitled Item 1A. Risk Factors.
 Overview
    Factors Which May Influence Future Operations
      33




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##### Table of Contents



Redevelopment/Development Properties
    Current
    
    
    
    
    
    EstimatedRentable
    
    
    Percent
    
    
    In-ServiceProperty
    
    Square Feet
    
    
    Leased
    
    
    Date(1)Pre-development (2)Eccles Avenue
    
    
    152,145
    
    
    
    0.0
    %
    
    
    N/ARedevelopmentElliott Avenue
    
    
    154,341
    
    
    
    0.0
    %
    
    
    Q1 2010Total/Weighted-Average
    
    
    306,486
    
    
    
    0.0
    %
 
 (1)
    
    Our estimate of the time in which redevelopment will be substantially
complete. We estimate that the projects will be substantially complete
and held available for their intended use upon the completion of
tenant improvements, but no later than one year from the cessation of
major construction activities. We currently estimate that we will
invest up to an additional $2.3 million before the redevelopment of
these properties is substantially complete.(2)
    
    Pre-development includes development properties that are engaged in
activities related to planning, entitlement, or other preparations for
future construction.  34




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##### Table of Contents



Lease Expirations
  AnnualizedPercent of
    
    
    Base RentPercent of
    
    
    Annualized
    
    
    Annualized
    
    
    per LeasedLeased
    
    
    Leased
    
    
    Base Rent
    
    
    Base Rent
    
    
    Square FootYear of Lease Expiration
    
    Square Feet
    
    
    Square Feet
    
    
    Current
    
    
    Current
    
    
    Current(In thousands)2010(1)
    
    
    434,028
    
    
    
    5.6
    %
    
    $
    9,570
    
    
    
    3.3
    %
    
    $
    22.052011
    
    
    309,706
    
    
    
    4.0
    %
    
    
    10,224
    
    
    
    3.5
    %
    
    
    33.012012
    
    
    348,118
    
    
    
    4.5
    %
    
    
    8,228
    
    
    
    2.8
    %
    
    
    23.642013
    
    
    526,802
    
    
    
    6.7
    %
    
    
    12,361
    
    
    
    4.3
    %
    
    
    23.462014
    
    
    638,001
    
    
    
    8.2
    %
    
    
    15,320
    
    
    
    5.3
    %
    
    
    24.012015
    
    
    111,347
    
    
    
    1.4
    %
    
    
    3,400
    
    
    
    1.2
    %
    
    
    30.542016
    
    
    1,004,564
    
    
    
    12.8
    %
    
    
    38,791
    
    
    
    13.4
    %
    
    
    38.612017
    
    
    96,575
    
    
    
    1.2
    %
    
    
    3,033
    
    
    
    1.0
    %
    
    
    31.412018
    
    
    1,117,541
    
    
    
    14.3
    %
    
    
    48,045
    
    
    
    16.6
    %
    
    
    42.992019
    
    
    270,150
    
    
    
    3.5
    %
    
    
    7,339
    
    
    
    2.5
    %
    
    
    27.17Thereafter
    
    
    2,961,937
    
    
    
    37.8
    %
    
    
    133,559
    
    
    
    46.1
    %
    
    
    45.09Total Portfolio/Weighted-Average
    
    
    7,818,769
    
    
    
    100.0
    %
    
    $
    289,870
    
    
    
    100.0
    %
    
    $
    37.07
 
 (1)
    
    Includes current month-to-month leases.  Critical Accounting Policies
   35




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##### Table of Contents



Investments in Real Estate
  Buildings and improvements
    
    15-40 yearsGround lease
    
    Term of the related leaseTenant improvements
    
    Shorter of the useful lives or the terms of the related leasesFurniture, fixtures, and
equipment
    
    3 to 5 yearsAcquired in-place leases
    
    Non-cancelable term of the related leaseAcquired management 
agreements
    
    Non-cancelable term of the related agreement
        36




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##### Table of Contents



Revenue Recognition, Operating Expenses and Lease Terminations
  
    
    whether the lease stipulates how and on what a tenant improvement allowance may be spent;
    
    whether the tenant or landlord retain legal title to the improvements;
    
    the uniqueness of the improvements;
    
    the expected economic life of the tenant improvements relative to the length of the
lease;
    
    the responsible party for construction cost overruns; and
    
    who constructs or directs the construction of the improvements.
     37




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##### Table of Contents



.
 Investments in Partnerships
     Assets and Liabilities Measured at Fair-Value
   38




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##### Table of Contents



Derivative Instruments
    39




---



##### Table of Contents



Newly Issued Accounting Pronouncements
  Results of Operations
   40




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##### Table of Contents



Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008
  Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties
    
    
    Corporate2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Rental
    
    $
    207,209
    
    
    $
    199,758
    
    
    $
    62,105
    
    
    $
    27,179
    
    
    $
    588
    
    
    $
    545
    
    
    $
    (1
    )
    
    $
    (18
    )Tenant recoveries
    
    
    54,836
    
    
    
    60,312
    
    
    
    21,776
    
    
    
    11,220
    
    
    
    45
    
    
    
    31
    
    
    
    749
    
    
    
    603Other income
    
    
    11,116
    
    
    
    313
    
    
    
    13
    
    
    
    2
    
    
    
    4
    
    
    
    
    
    
    
    2,726
    
    
    
    2,028Total revenues
    
    $
    273,161
    
    
    $
    260,383
    
    
    $
    83,894
    
    
    $
    38,401
    
    
    $
    637
    
    
    $
    576
    
    
    $
    3,474
    
    
    $
    2,613
 Rental Revenues.
 Tenant Recoveries.
  Other Income.
  Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties
    
    
    Corporate2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Rental operations
    
    $
    45,006
    
    
    $
    47,402
    
    
    $
    22,114
    
    
    $
    10,297
    
    
    $
    1,215
    
    
    $
    1,116
    
    
    $
    4,878
    
    
    $
    2,785Real estate taxes
    
    
    20,659
    
    
    
    19,410
    
    
    
    10,908
    
    
    
    3,679
    
    
    
    44
    
    
    
    40
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    74,797
    
    
    
    71,466
    
    
    
    33,975
    
    
    
    11,985
    
    
    
    848
    
    
    
    776
    
    
    
    
    
    
    
    Total expenses
    
    $
    140,462
    
    
    $
    138,278
    
    
    $
    66,997
    
    
    $
    25,961
    
    
    $
    2,107
    
    
    $
    1,932
    
    
    $
    4,878
    
    
    $
    2,785
 Rental Operations Expense.
  41




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##### Table of Contents



Real Estate Tax Expense.
 Depreciation and Amortization Expense.
 General and Administrative Expenses.
 Equity in Net Loss of Unconsolidated Partnerships.
 Interest Expense.
  Gain/(Loss) on derivative instruments.
  42




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##### Table of Contents



Gain on Extinguishment of Debt.
 Noncontrolling Interests.
 Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007
  Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties
    
    
    Corporate2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Rental
    
    $
    181,984
    
    
    $
    176,664
    
    
    $
    30,580
    
    
    $
    10,760
    
    
    $
    14,965
    
    
    $
    8,585
    
    
    $
    (65
    )
    
    $
    (13
    )Tenant recoveries
    
    
    57,963
    
    
    
    55,016
    
    
    
    11,853
    
    
    
    5,583
    
    
    
    1,780
    
    
    
    966
    
    
    
    570
    
    
    
    170Other income
    
    
    313
    
    
    
    516
    
    
    
    2
    
    
    
    7,182
    
    
    
    
    
    
    
    
    
    
    
    2,028
    
    
    
    680Total revenues
    
    $
    240,260
    
    
    $
    232,196
    
    
    $
    42,435
    
    
    $
    23,525
    
    
    $
    16,745
    
    
    $
    9,551
    
    
    $
    2,533
    
    
    $
    837
 Rental Revenues.
 Tenant Recoveries.
   43




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##### Table of Contents



Other Income.
  Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties
    
    
    Corporate2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Rental operations
    
    $
    45,860
    
    
    $
    44,360
    
    
    $
    10,593
    
    
    $
    3,684
    
    
    $
    2,148
    
    
    $
    344
    
    
    $
    2,999
    
    
    $
    2,401Real estate taxes
    
    
    18,005
    
    
    
    17,369
    
    
    
    4,023
    
    
    
    2,247
    
    
    
    1,151
    
    
    
    737
    
    
    
    (50
    )
    
    
    Depreciation and amortization
    
    
    61,946
    
    
    
    61,347
    
    
    
    14,008
    
    
    
    7,959
    
    
    
    8,273
    
    
    
    2,896
    
    
    
    
    
    
    
    Total expenses
    
    $
    125,811
    
    
    $
    123,076
    
    
    $
    28,624
    
    
    $
    13,890
    
    
    $
    11,572
    
    
    $
    3,977
    
    
    $
    2,949
    
    
    $
    2,401
 Rental Operations Expense.
  Real Estate Tax Expense.
 Depreciation and Amortization Expense.
 General and Administrative Expenses.
 Equity in Net Loss of Unconsolidated Partnerships.
  44




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##### Table of Contents



Interest Expense.
  Loss on derivative instruments.
 Gain on Extinguishment of Debt.
 Noncontrolling Interests.
 Cash Flows
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Net cash provided by operating activities
    
    $
    145,089
    
    
    $
    115,046
    
    
    $
    114,965Net cash used in investing activities
    
    
    (157,627
    )
    
    
    (218,661
    )
    
    
    (409,301
    )Net cash provided by financing activities
    
    
    11,038
    
    
    
    111,558
    
    
    
    282,151Ending cash and cash equivalents balance
    
    
    19,922
    
    
    
    21,422
    
    
    
    13,479
 Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008
   45




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Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007
    Liquidity and Capital Resources
   2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    TotalConsolidated indebtedness:Fixed-rate mortgages
    
    $
    7,404
    
    
    $
    29,914
    
    
    $
    45,414
    
    
    $
    25,941
    
    
    $
    353,091
    
    
    $
    200,720
    
    
    $
    662,484Unsecured line of credit
    
    
    
    
    
    
    397,666
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    397,666Secured term loan
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000Notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,150
    
    
    
    46,150Total consolidated indebtedness
    
    
    7,404
    
    
    
    427,580
    
    
    
    295,414
    
    
    
    25,941
    
    
    
    353,091
    
    
    
    246,870
    
    
    
    1,356,300Share of unconsolidated indebtedness:Secured loan facility
    
    
    
    
    
    
    40,650
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,650Secured construction loan
    
    
    38,415
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,415Total share of unconsolidated indebtedness
    
    
    38,415
    
    
    
    40,650
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,065Total indebtedness
    
    
    45,819
    
    
    
    468,230
    
    
    
    295,414
    
    
    
    25,941
    
    
    
    353,091
    
    
    
    246,870
    
    
    
    1,435,365
  46




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47




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##### Table of Contents



AggregatePrincipalShares/Units
    
    
    Amount orat December 31,
    
    
    Dollar Value
    
    
    Percent of Total2009
    
    
    Equivalent
    
    
    Capitalization(In thousands)Debt:Mortgage notes payable(1)
    
    
    
    
    
    $
    669,454
    
    
    
    20.9
    %Secured term loan
    
    
    
    
    
    
    250,000
    
    
    
    7.8
    %Exchangeable senior notes due 2026(2)
    
    
    
    
    
    
    44,685
    
    
    
    1.4
    %Unsecured line of credit
    
    
    
    
    
    
    397,666
    
    
    
    12.4
    %Total debt
    
    
    
    
    
    
    1,361,805
    
    
    
    42.5
    %Equity:Common shares outstanding(3)
    
    
    99,000,269
    
    
    
    1,562,224
    
    
    
    48.8
    %7.375% Series A Preferred shares outstanding(4)
    
    
    9,200,000
    
    
    
    230,000
    
    
    
    7.2
    %Operating partnership units outstanding(5)
    
    
    2,600,288
    
    
    
    41,033
    
    
    
    1.3
    %LTIP units outstanding(5)
    
    
    476,272
    
    
    
    7,516
    
    
    
    0.2
    %Total equity
    
    
    
    
    
    
    1,840,773
    
    
    
    57.5
    %Total capitalization
    
    
    
    
    
    $
    3,202,578
    
    
    
    100.0
    %
 
 (1)
    
    Amount includes unamortized debt premiums of $7.0 million recorded upon the assumption of the
outstanding indebtedness in connection with our purchase of the corresponding properties.(2)
    
    Amount includes unamortized debt discount of $1.5 million.(3)
    
    Based on the market closing price of our common stock of $15.78 per share on the last trading
day of the year (December 31, 2009).(4)
    
    Based on the liquidation preference of $25.00 per share for our 7.375% Series A preferred stock.(5)
    
    Our partnership and LTIP units are each individually convertible into one share of common stock
at the market closing price of our common stock of $15.78 per share on the last trading day of
the year (December 31, 2009).  48




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49




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##### Table of Contents



Effective
    
    
    Principal BalanceStated Fixed
    
    
    Interest
    
    
    December 31,Interest Rate
    
    
    Rate
    
    
    2009
    
    
    2008
    
    
    Maturity DateArdentech Court
    
    
    7.25
    %
    
    
    5.06
    %
    
    $
    4,354
    
    
    $
    4,464
    
    
    July 1, 2012Bayshore Boulevard(1)
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    
    
    
    
    14,923
    
    
    January 1, 2010Bridgeview Technology Park I
    
    
    8.07
    %
    
    
    5.04
    %
    
    
    11,246
    
    
    
    11,384
    
    
    January 1, 2011Center for Life Science | Boston
    
    
    7.75
    %
    
    
    7.75
    %
    
    
    348,749
    
    
    
    
    
    
    June 30, 2014500 Kendall Street (Kendall D)
    
    
    6.38
    %
    
    
    5.45
    %
    
    
    66,077
    
    
    
    67,810
    
    
    December 1, 2018Lucent Drive
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    5,129
    
    
    
    5,341
    
    
    January 21, 2015Monte Villa Parkway(1)
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    
    
    
    
    9,084
    
    
    January 1, 20106828 Nancy Ridge Drive
    
    
    7.15
    %
    
    
    5.38
    %
    
    
    6,595
    
    
    
    6,694
    
    
    September 1, 2012Road to the Cure
    
    
    6.70
    %
    
    
    5.78
    %
    
    
    14,956
    
    
    
    15,200
    
    
    January 31, 2014Science Center Drive
    
    
    7.65
    %
    
    
    5.04
    %
    
    
    10,981
    
    
    
    11,148
    
    
    July 1, 2011Shady Grove Road
    
    
    5.97
    %
    
    
    5.97
    %
    
    
    147,000
    
    
    
    147,000
    
    
    September 1, 2016Sidney Street
    
    
    7.23
    %
    
    
    5.11
    %
    
    
    28,322
    
    
    
    29,184
    
    
    June 1, 20129865 Towne Centre Drive
    
    
    7.95
    %
    
    
    7.95
    %
    
    
    17,884
    
    
    
    
    
    
    June 30, 20139885 Towne Centre Drive(1)
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    
    
    
    
    20,749
    
    
    January 1, 2010900 Uniqema Boulevard
    
    
    8.61
    %
    
    
    5.61
    %
    
    
    1,191
    
    
    
    1,357
    
    
    May 1, 2015662,484
    
    
    
    344,338Unamortized premiums
    
    
    
    
    
    
    
    
    
    
    6,970
    
    
    
    8,823$
    669,454
    
    
    $
    353,161
 
 (1)
    
    In July 2009, we repaid approximately $44.0 million in principal
balance of mortgage notes relating to Bayshore Boulevard, Monte Villa
Parkway, and 9885 Towne Centre Drive.   2010
    
    $
    7,4042011
    
    
    427,5802012
    
    
    295,4142013
    
    
    25,9412014
    
    
    353,091Thereafter(1)
    
    
    246,870$
    1,356,300
 
 (1)
    
    Includes $46.2 million in principal payments of the exchangeable
senior notes due 2026 based on a contractual maturity date of October
1, 2026.    50




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51




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##### Table of Contents



Obligation
    
    2010
    
    
    2011-2012
    
    
    2013-2014
    
    
    Thereafter
    
    
    Total(In thousands)Mortgage notes payable(1)
    
    $
    7,404
    
    
    $
    75,328
    
    
    $
    379,032
    
    
    $
    200,720
    
    
    $
    662,484Secured term loan
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    250,000Exchangeable senior notes due 2026(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,150
    
    
    
    46,150Unsecured line of credit(3)
    
    
    
    
    
    
    397,666
    
    
    
    
    
    
    
    
    
    
    
    397,666Share of debt of unconsolidated
partnerships(4)
    
    
    38,415
    
    
    
    40,650
    
    
    
    
    
    
    
    
    
    
    
    79,065Interest payments on debt
obligations(5)
    
    
    61,435
    
    
    
    103,828
    
    
    
    72,448
    
    
    
    51,242
    
    
    
    288,953Construction projects(6)
    
    
    1,311
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,311Tenant obligations(7)
    
    
    33,615
    
    
    
    487
    
    
    
    
    
    
    
    
    
    
    
    34,102Lease commissions
    
    
    974
    
    
    
    13
    
    
    
    93
    
    
    
    
    
    
    
    1,080Total
    
    $
    143,154
    
    
    $
    867,972
    
    
    $
    451,573
    
    
    $
    298,112
    
    
    $
    1,760,811
 
 (1)
    
    Balance excludes $7.0 million of unamortized debt premium.(2)
    
    Balance excludes $1.5 million of unamortized debt discount.(3)
    
    The unsecured line of credit matures on August 1, 2011, but we may extend the maturity date of the
unsecured line of credit to August 1, 2012 after satisfying certain conditions and paying an extension
fee based on the then current facility commitment.(4)
    
    A portion of the secured acquisition and interim loan facility was refinanced on February 11, 2009, with
a new maturity date of February 10, 2011.(5)
    
    Interest payments reflect cash payments that are based on the interest rates in effect and debt balances
outstanding on December 31, 2009, excluding the effect of the interest rate swaps on the underlying
debt.(6)
    
    Balance includes our proportionate share of the remaining construction project obligations of PREI I LLC.(7)
    
    Committed tenant-related obligations based on executed leases as of December 31, 2009.  52




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##### Table of Contents



Funds from Operations
   Years Ended December 31,2009
    
    
    2008Net income available to common stockholders
    
    $
    41,759
    
    
    $
    44,091Adjustments:Noncontrolling interests in operating partnership
    
    
    1,532
    
    
    
    2,086Depreciation and amortization  unconsolidated partnerships
    
    
    2,647
    
    
    
    2,100Depreciation and amortization  consolidated entities-continuing operations
    
    
    109,620
    
    
    
    84,227Depreciation and amortization  allocable to noncontrolling interest of
consolidated joint ventures
    
    
    (81
    )
    
    
    (40
    )Funds from operations available to common shares and partnership and LTIP units
    
    $
    155,477
    
    
    $
    132,464Funds from operations per share  diluted
    
    $
    1.64
    
    
    $
    1.76Weighted-average common shares outstanding  diluted(1)
    
    
    95,082,074
    
    
    
    75,408,154
 
 (1)
    
    The year ended December 31, 2009 includes 3,231,072 OP and LTIP units
which are considered anti-dilutive for purposes of calculating diluted
earnings per share. Off Balance Sheet Arrangements
     53




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##### Table of Contents



Principal Amount(1)Ownership
    
    
    Interest
    
    
    December 31,Name
    
    Percentage
    
    
    Rate(2)
    
    
    2009
    
    
    2008
    
    
    Maturity DatePREI I LLC and PREI II LLC(3)
    
    
    20
    %
    
    
    3.73
    %
    
    $
    40,650
    
    
    $
    72,811
    
    
    February 10, 2011PREI I LLC(4)
    
    
    20
    %
    
    
    3.99
    %
    
    
    38,415
    
    
    
    28,706
    
    
    August 13, 2010McKellar Court(5)
    
    
    22
    %
    
    
    4.63
    %
    
    
    
    
    
    
    2,175
    
    
    January 1, 2010Total
    
    
    
    
    
    
    
    
    
    $
    79,065
    
    
    $
    103,692
 
 (1)
    
    Amount represents our proportionate share of the total outstanding indebtedness for each of the unconsolidated partnerships.(2)
    
    Effective or weighted-average interest rate of the outstanding indebtedness as of December 31, 2009, including the effect
of interest rate swaps.(3)
    
    Amount at December 31, 2008 represents our proportionate share of the total draws outstanding under a secured acquisition
and interim loan facility, which bore interest at a LIBOR-indexed variable rate. A portion of the secured acquisition and
interim loan facility was utilized by both PREI I LLC and PREI II LLC to acquire a portfolio of properties (initial
borrowings of approximately $427.0 million) on April 4, 2007 (see Note 9 in the accompanying consolidated financial
statements). On February 11, 2009, our PREI joint ventures jointly refinanced the outstanding balance of the secured
acquisition and interim loan facility, or approximately $364.1 million, with the proceeds of a new loan totaling $203.3
million and members capital contributions funding the balance due. The new loan bears interest at a rate equal to, at the
option of our PREI joint ventures, either (1) reserve adjusted LIBOR plus 350 basis points or (2) the higher of (a) the
prime rate then in effect, (b) the federal funds rate then in effect plus 50 basis points or (c) one-month LIBOR plus 450
basis points, and requires interest only monthly payments until the maturity date, February 10, 2011.(4)
    
    Amount represents our proportionate share of a secured construction loan, which bears interest at a LIBOR-indexed variable
rate. The secured construction loan was executed by a wholly owned subsidiary of PREI I LLC in connection with the
construction of the 650 East Kendall Street property (initial borrowings of $84.0 million on February 13, 2008 were used in
part to repay a portion of the secured acquisition and interim loan facility). The remaining balance is being utilized to
fund construction costs at the property.(5)
    
    Amount presented as of December 31, 2008 represents our proportionate share of the principal balance outstanding on a
mortgage note payable, which was repaid in December 2009. In connection with the repayment, we provided funding in the
form of a promissory note to McKellar Court in the amount of $10.3 million, which matures at the earlier of (a) January 1,
2020, or (b) the day that our limited partner exercises an option to purchase our ownership interest. Interest-only
payments are due monthly at a fixed rate of 8.15% (the rate may adjust higher after January 1, 2015), with the principal
balance outstanding due at maturity. Inflation
    54




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##### Table of Contents



Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
   EffectiveInterestPercent of
    
    
    Rate atPrincipal Balance(1)
    
    
    Total Debt
    
    
    12/31/09Fixed interest rate(2)
    
    $
    714,139
    
    
    
    52.4
    %
    
    
    5.50
    %Variable interest rate(3)
    
    
    647,666
    
    
    
    47.6
    %
    
    
    4.09
    %Total/weighted-average effective interest rate
    
    $
    1,361,805
    
    
    
    100.0
    %
    
    
    4.83
    %
 
 (1)
    
    Principal balance includes only consolidated indebtedness.(2)
    
    Includes twelve mortgage notes payable secured by certain of our
properties (including $7.0 million of unamortized premium) and our
exchangeable senior notes due 2026 (including $1.5 million of
unamortized debt discount).(3)
    
    Includes our unsecured line of credit and secured term loan, which
bear interest based at a LIBOR-indexed variable interest rate, plus a
credit spread. The stated effective rate for the variable interest
debt excludes the impact of any interest rate swap agreements. We have
entered into two interest rate swaps, which were intended to have the
effect of initially fixing the interest rates on $150.0 million of our
variable rate debt at a weighted average interest rate of 4.7%
(excluding applicable credit spreads for the underlying debt). We have
entered into an interest rate swap agreement that effectively fixes
the interest rate on the entire $250.0 million outstanding balance of
the secured term loan at a rate of 5.8% (including the credit spread
for the $250.0 million secured term loan) until the interest rate swap
expires in 2010.   55




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56




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##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    58Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    60Consolidated Statements of Income for the years ended December 31, 2009, 2008, and 2007
    
    
    61Consolidated Statements of Stockholders Equity for the years ended December 31, 2009, 2008, and 2007
    
    
    62Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2009, 2008, and 2007
    
    
    63Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008, and 2007
    
    
    64Notes to Consolidated Financial Statements
    
    
    66Financial Statement  Schedule III
    
    
    93
  57




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Noncontrolling Interests in Consolidated Financial
Statements, Accounting for Convertible Debt Instruments That May Be
Settled in Cash Upon Conversion (Including Partial Cash Settlement) Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities, Business
Combinations, Debt, Earnings per Share,
 Internal Control  Integrated Framework
  
  58




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control
 Integrated Framework Managements Report on Internal Control over
Financial Reporting
    Internal Control  Integrated Framework
   
  59




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data)
 December 31,2009
    
    
    2008ASSETSInvestments in real estate, net
    
    $
    2,971,767
    
    
    $
    2,960,429Investment in unconsolidated partnerships
    
    
    56,909
    
    
    
    18,173Cash and cash equivalents
    
    
    19,922
    
    
    
    21,422Restricted cash
    
    
    15,355
    
    
    
    7,877Accounts receivable, net
    
    
    4,135
    
    
    
    9,417Accrued straight-line rents, net
    
    
    82,066
    
    
    
    58,138Acquired above-market leases, net
    
    
    3,047
    
    
    
    4,329Deferred leasing costs, net
    
    
    83,274
    
    
    
    101,519Deferred loan costs, net
    
    
    8,123
    
    
    
    9,754Other assets
    
    
    38,676
    
    
    
    38,256Total assets
    
    $
    3,283,274
    
    
    $
    3,229,314LIABILITIES AND EQUITYMortgage notes payable, net
    
    $
    669,454
    
    
    $
    353,161Secured construction loan
    
    
    
    
    
    
    507,128Secured term loan
    
    
    250,000
    
    
    
    250,000Exchangeable senior notes due 2026, net
    
    
    44,685
    
    
    
    122,043Unsecured line of credit
    
    
    397,666
    
    
    
    108,767Security deposits
    
    
    7,929
    
    
    
    7,623Dividends and distributions payable
    
    
    18,531
    
    
    
    32,445Accounts payable, accrued expenses and other liabilities
    
    
    47,388
    
    
    
    66,821Derivative instruments
    
    
    12,551
    
    
    
    126,091Acquired below-market leases, net
    
    
    11,138
    
    
    
    17,286Total liabilities
    
    
    1,459,342
    
    
    
    1,591,365Equity:Stockholders equity:Preferred stock, $.01 par value, 15,000,000 shares
authorized: 7.375% Series A cumulative redeemable
preferred stock, $230,000,000 liquidation preference
($25.00 per share), 9,200,000 shares issued and
outstanding at December 31, 2009 and 2008
    
    
    222,413
    
    
    
    222,413Common stock, $.01 par value, 150,000,000 and
100,000,000 shares authorized, 99,000,269 and
80,757,421 shares issued and outstanding at December
31, 2009 and 2008, respectively
    
    
    990
    
    
    
    808Additional paid-in capital
    
    
    1,843,551
    
    
    
    1,661,009Accumulated other comprehensive loss
    
    
    (85,183
    )
    
    
    (112,126
    )Dividends in excess of earnings
    
    
    (167,429
    )
    
    
    (146,536
    )Total stockholders equity
    
    
    1,814,342
    
    
    
    1,625,568Noncontrolling interests
    
    
    9,590
    
    
    
    12,381Total equity
    
    
    1,823,932
    
    
    
    1,637,949Total liabilities and equity
    
    $
    3,283,274
    
    
    $
    3,229,314
   60




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except share data)
 Years Ended December 31,2009
    
    
    2008
    
    
    2007Revenues:Rental
    
    $
    269,901
    
    
    $
    227,464
    
    
    $
    195,996Tenant recoveries
    
    
    77,406
    
    
    
    72,166
    
    
    
    61,735Other income
    
    
    13,859
    
    
    
    2,343
    
    
    
    8,378Total revenues
    
    
    361,166
    
    
    
    301,973
    
    
    
    266,109Expenses:Rental operations
    
    
    73,213
    
    
    
    61,600
    
    
    
    50,789Real estate taxes
    
    
    31,611
    
    
    
    23,129
    
    
    
    20,353Depreciation and amortization
    
    
    109,620
    
    
    
    84,227
    
    
    
    72,202General and administrative
    
    
    22,919
    
    
    
    22,834
    
    
    
    21,870Total expenses
    
    
    237,363
    
    
    
    191,790
    
    
    
    165,214Income from operations
    
    
    123,803
    
    
    
    110,183
    
    
    
    100,895Equity in net loss of unconsolidated partnerships
    
    
    (2,390
    )
    
    
    (1,200
    )
    
    
    (893
    )Interest income
    
    
    308
    
    
    
    485
    
    
    
    990Interest expense
    
    
    (64,998
    )
    
    
    (41,172
    )
    
    
    (28,786
    )Gain/(loss) on derivative instruments
    
    
    203
    
    
    
    (19,948
    )
    
    
    Gain on extinguishment of debt
    
    
    3,264
    
    
    
    14,783
    
    
    
    Income from continuing operations
    
    
    60,190
    
    
    
    63,131
    
    
    
    72,206Income from discontinued operations before gain on sale of assets
    
    
    
    
    
    
    
    
    
    
    639Gain on sale of real estate assets
    
    
    
    
    
    
    
    
    
    
    1,087Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    1,726Net income
    
    
    60,190
    
    
    
    63,131
    
    
    
    73,932Net income attributable to noncontrolling interests
    
    
    (1,468
    )
    
    
    (2,077
    )
    
    
    (2,531
    )Net income attributable to the Company
    
    
    58,722
    
    
    
    61,054
    
    
    
    71,401Preferred stock dividends
    
    
    (16,963
    )
    
    
    (16,963
    )
    
    
    (16,868
    )Net income available to common stockholders
    
    $
    41,759
    
    
    $
    44,091
    
    
    $
    54,533Net income from continuing operations per share:Basic earnings per share
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.81Diluted earnings per share
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.80Income from discontinued operations per share:Basic earnings per share
    
    $
    
    
    
    $
    
    
    
    $
    0.02Diluted earnings per share
    
    $
    
    
    
    $
    
    
    
    $
    0.03Net income per share available to common stockholders:Basic earnings per share
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.83Diluted earnings per share
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.83Weighted-average common shares outstanding:Basic
    
    
    91,011,123
    
    
    
    71,684,244
    
    
    
    65,303,204Diluted
    
    
    91,851,002
    
    
    
    75,408,153
    
    
    
    68,738,694
   61




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BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF EQUITY
 (In thousands, except share data)
 AccumulatedSeries A
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    Other
    
    
    Dividends in
    
    
    TotalPreferred
    
    
    Common Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Excess of
    
    
    Stockholders
    
    
    Noncontrolling
    
    
    TotalStock
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    (Loss)/Income
    
    
    Earnings
    
    
    Equity
    
    
    Interests
    
    
    EquityBalance at December 31, 2006
    
    $
    
    
    
    
    65,425,598
    
    
    $
    654
    
    
    $
    1,286,213
    
    
    $
    8,417
    
    
    $
    (66,874
    )
    
    $
    1,228,410
    
    
    $
    19,319
    
    
    $
    1,247,729Net proceeds from sale of
preferred stock
    
    
    222,413
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    222,413
    
    
    
    
    
    
    
    222,413Net issuances of unvested
restricted common stock
    
    
    
    
    
    
    145,706
    
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vesting of share-based awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,529
    
    
    
    
    
    
    
    
    
    
    
    5,529
    
    
    
    
    
    
    
    5,529Common stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81,205
    )
    
    
    (81,205
    )
    
    
    
    
    
    
    (81,205
    )OP unit distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,199
    )
    
    
    (4,199
    )Purchase of noncontrolling
interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (371
    )
    
    
    (371
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,401
    
    
    
    71,401
    
    
    
    2,531
    
    
    
    73,932Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,868
    )
    
    
    (16,868
    )
    
    
    
    
    
    
    (16,868
    )Unrealized loss on
derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,179
    )
    
    
    
    
    
    
    (30,179
    )
    
    
    
    
    
    
    (30,179
    )Balance at December 31, 2007
    
    
    222,413
    
    
    
    65,571,304
    
    
    
    656
    
    
    
    1,291,740
    
    
    
    (21,762
    )
    
    
    (93,546
    )
    
    
    1,399,501
    
    
    
    17,280
    
    
    
    1,416,781Net proceeds from sale of
common stock
    
    
    
    
    
    
    14,754,000
    
    
    
    147
    
    
    
    361,983
    
    
    
    
    
    
    
    
    
    
    
    362,130
    
    
    
    
    
    
    
    362,130Net issuances of unvested
restricted common stock
    
    
    
    
    
    
    363,917
    
    
    
    4
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Conversion of operating
partnership units to common
stock
    
    
    
    
    
    
    68,200
    
    
    
    1
    
    
    
    485
    
    
    
    
    
    
    
    
    
    
    
    486
    
    
    
    (895
    )
    
    
    (409
    )Vesting of share-based awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,805
    
    
    
    
    
    
    
    
    
    
    
    6,805
    
    
    
    
    
    
    
    6,805Common stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (97,081
    )
    
    
    (97,081
    )
    
    
    
    
    
    
    (97,081
    )OP unit distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,669
    )
    
    
    (4,669
    )Purchase of noncontrolling
interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,412
    )
    
    
    (1,412
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,054
    
    
    
    61,054
    
    
    
    2,077
    
    
    
    63,131Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,963
    )
    
    
    (16,963
    )
    
    
    
    
    
    
    (16,963
    )Unrealized loss on
derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (90,364
    )
    
    
    
    
    
    
    (90,364
    )
    
    
    
    
    
    
    (90,364
    )Balance at December 31, 2008
    
    
    222,413
    
    
    
    80,757,421
    
    
    
    808
    
    
    
    1,661,009
    
    
    
    (112,126
    )
    
    
    (146,536
    )
    
    
    1,625,568
    
    
    
    12,381
    
    
    
    1,637,949Net proceeds from sale of
common stock
    
    
    
    
    
    
    17,302,754
    
    
    
    173
    
    
    
    173,994
    
    
    
    
    
    
    
    
    
    
    
    174,167
    
    
    
    
    
    
    
    174,167Net issuances of unvested
restricted common stock
    
    
    
    
    
    
    581,140
    
    
    
    6
    
    
    
    (37
    )
    
    
    
    
    
    
    
    
    
    
    (31
    )
    
    
    
    
    
    
    (31
    )Conversion of operating
partnership units to common
stock
    
    
    
    
    
    
    358,954
    
    
    
    3
    
    
    
    2,108
    
    
    
    
    
    
    
    
    
    
    
    2,111
    
    
    
    (2,111
    )
    
    
    Vesting of share-based awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,625
    
    
    
    
    
    
    
    
    
    
    
    5,625
    
    
    
    
    
    
    
    5,625Allocation of equity to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    852
    
    
    
    
    
    
    
    
    
    
    
    852
    
    
    
    (852
    )
    
    
    Common stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62,652
    )
    
    
    (62,652
    )
    
    
    
    
    
    
    (62,652
    )OP unit distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,245
    )
    
    
    (2,245
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,722
    
    
    
    58,722
    
    
    
    1,468
    
    
    
    60,190Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,963
    )
    
    
    (16,963
    )
    
    
    
    
    
    
    (16,963
    )Unrealized gain on
marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    511
    
    
    
    
    
    
    
    511
    
    
    
    26
    
    
    
    537Amortization of deferred
interest costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,485
    
    
    
    
    
    
    
    3,485
    
    
    
    103
    
    
    
    3,588Unrealized gain on
derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,947
    
    
    
    
    
    
    
    22,947
    
    
    
    820
    
    
    
    23,767Balance at December 31, 2009
    
    $
    222,413
    
    
    
    99,000,269
    
    
    $
    990
    
    
    $
    1,843,551
    
    
    $
    (85,183
    )
    
    $
    (167,429
    )
    
    $
    1,814,342
    
    
    $
    9,590
    
    
    $
    1,823,932
   62




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(In thousands)
 Years Ended December 31,2009
    
    
    2008
    
    
    2007Net income available to common stockholders and noncontrolling interests
    
    $
    43,227
    
    
    $
    46,168
    
    
    $
    57,064Other comprehensive income/(loss):Unrealized gain/(loss) on derivative instruments
    
    
    26,841
    
    
    
    (84,374
    )
    
    
    (30,179
    )Amortization of deferred interest costs
    
    
    3,588
    
    
    
    
    
    
    
    Equity in other comprehensive loss of unconsolidated partnerships
    
    
    (503
    )
    
    
    (917
    )
    
    
    Deferred settlement payments on interest rate swaps, net
    
    
    (2,571
    )
    
    
    (5,073
    )
    
    
    Unrealized gain on marketable securities
    
    
    537
    
    
    
    
    
    
    
    Total other comprehensive income/(loss)
    
    
    27,892
    
    
    
    (90,364
    )
    
    
    (30,179
    )Comprehensive income/(loss)
    
    
    71,119
    
    
    
    (44,196
    )
    
    
    26,885Comprehensive income attributable to noncontrolling interests
    
    
    (2,417
    )
    
    
    (2,077
    )
    
    
    (2,531
    )Comprehensive income/(loss) attributable to common stockholders
    
    $
    68,702
    
    
    $
    (46,273
    )
    
    $
    24,354
   63




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Years Ended December 31,2009
    
    
    2008
    
    
    2007Operating activities:Net income
    
    $
    60,190
    
    
    $
    63,131
    
    
    $
    73,932Adjustments to reconcile net income to net cash provided by operating activities:Gain on sale of real estate assets
    
    
    
    
    
    
    
    
    
    
    (1,087
    )Gain on extinguishment of debt
    
    
    (3,264
    )
    
    
    (14,783
    )
    
    
    Depreciation and amortization
    
    
    109,620
    
    
    
    84,227
    
    
    
    72,429Allowance for doubtful accounts
    
    
    6,257
    
    
    
    796
    
    
    
    232Revenue reduction attributable to acquired above-market leases
    
    
    1,282
    
    
    
    1,416
    
    
    
    2,451Revenue recognized related to acquired below-market leases
    
    
    (7,526
    )
    
    
    (6,422
    )
    
    
    (5,859
    )Revenue reduction attributable to lease incentives
    
    
    1,278
    
    
    
    2,006
    
    
    
    205Compensation expense related to restricted common stock and LTIP units
    
    
    5,625
    
    
    
    6,106
    
    
    
    6,229Amortization of deferred loan costs
    
    
    3,950
    
    
    
    4,107
    
    
    
    3,195Amortization of debt premium on mortgage notes payable
    
    
    (1,853
    )
    
    
    (1,343
    )
    
    
    (827
    )Amortization of debt discount on exchangeable senior notes due 2026
    
    
    1,810
    
    
    
    1,561
    
    
    
    1,132Loss from unconsolidated partnerships
    
    
    2,390
    
    
    
    1,200
    
    
    
    893Distributions representing a return on capital received from unconsolidated
partnerships
    
    
    586
    
    
    
    687
    
    
    
    357Distributions to noncontrolling interest in consolidated partnerships
    
    
    
    
    
    
    
    
    
    
    (108
    )(Gain)/loss on derivative instruments
    
    
    (203
    )
    
    
    19,948
    
    
    
    Amortization of deferred interest costs
    
    
    3,588
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:Restricted cash
    
    
    (7,478
    )
    
    
    990
    
    
    
    (2,441
    )Accounts receivable
    
    
    4,197
    
    
    
    (5,319
    )
    
    
    1,296Accrued straight-line rents
    
    
    (29,100
    )
    
    
    (22,160
    )
    
    
    (15,969
    )Deferred leasing costs
    
    
    (8,669
    )
    
    
    (11,514
    )
    
    
    (9,664
    )Other assets
    
    
    (603
    )
    
    
    (4,943
    )
    
    
    (2,314
    )Security deposits
    
    
    306
    
    
    
    533
    
    
    
    (587
    )Accounts payable, accrued expenses and other liabilities
    
    
    2,706
    
    
    
    (5,178
    )
    
    
    (8,530
    )Net cash provided by operating activities
    
    
    145,089
    
    
    
    115,046
    
    
    
    114,965Investing activities:Purchases of interests in and additions to investments in real estate and related intangible assets
    
    
    (114,191
    )
    
    
    (243,452
    )
    
    
    (394,299
    )Contributions to/purchases of interests in unconsolidated partnerships
    
    
    (42,825
    )
    
    
    
    
    
    
    (21,402
    )Proceeds from sale of real estate assets, net of selling costs
    
    
    
    
    
    
    28,800
    
    
    
    19,389Distributions representing a return of capital received from unconsolidated
partnerships
    
    
    
    
    
    
    1,373
    
    
    
    Receipts of master lease payments
    
    
    
    
    
    
    373
    
    
    
    928Funds held in escrow for acquisitions
    
    
    
    
    
    
    
    
    
    
    (12,900
    )Additions to non-real estate assets
    
    
    (611
    )
    
    
    (5,755
    )
    
    
    (1,017
    )Net cash used in investing activities
    
    
    (157,627
    )
    
    
    (218,661
    )
    
    
    (409,301
    )Financing activities:Proceeds from common stock offerings
    
    
    181,861
    
    
    
    371,310
    
    
    
    Proceeds from preferred stock offering
    
    
    
    
    
    
    
    
    
    
    230,000Payment of common stock offering costs
    
    
    (7,694
    )
    
    
    (9,180
    )
    
    
    Payment of preferred stock offering costs
    
    
    
    
    
    
    
    
    
    
    (7,587
    )Payment of deferred loan costs
    
    
    (4,037
    )
    
    
    (143
    )
    
    
    (3,856
    )Unsecured line of credit proceeds
    
    
    483,337
    
    
    
    199,750
    
    
    
    286,237Unsecured line of credit repayments
    
    
    (194,438
    )
    
    
    (361,930
    )
    
    
    (243,455
    )Exchangeable senior notes due 2026 repayments
    
    
    (74,181
    )
    
    
    (28,826
    )
    
    
    Secured construction loan proceeds
    
    
    
    
    
    
    81,968
    
    
    
    138,805Secured construction loan repayments
    
    
    (507,128
    )
    
    
    
    
    
    
    Mortgage notes proceeds
    
    
    368,000
    
    
    
    
    
    
    
    Principal payments on mortgage notes payable
    
    
    (49,854
    )
    
    
    (24,454
    )
    
    
    (21,579
    )
  64




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##### Table of Contents



Years Ended December 31,2009
    
    
    2008
    
    
    2007Deferred settlement payments on interest rate swaps, net
    
    
    (2,571
    )
    
    
    (5,073
    )
    
    
    Settlement of derivative instruments
    
    
    (86,482
    )
    
    
    
    
    
    
    Distributions to operating partnership unit and LTIP unit holders
    
    
    (2,966
    )
    
    
    (4,547
    )
    
    
    (3,936
    )Dividends paid to common stockholders
    
    
    (75,846
    )
    
    
    (90,354
    )
    
    
    (79,851
    )Dividends paid to preferred stockholders
    
    
    (16,963
    )
    
    
    (16,963
    )
    
    
    (12,627
    )Net cash provided by financing activities
    
    
    11,038
    
    
    
    111,558
    
    
    
    282,151Net (decrease)/ increase in cash and cash equivalents
    
    
    (1,500
    )
    
    
    7,943
    
    
    
    (12,185
    )Cash and cash equivalents at beginning of year
    
    
    21,422
    
    
    
    13,479
    
    
    
    25,664Cash and cash equivalents at end of year
    
    $
    19,922
    
    
    $
    21,422
    
    
    $
    13,479Supplemental disclosure of cash flow information:Cash paid for interest (net of amounts capitalized of $12,405, $42,320, and $58,132, respectively)
    
    $
    52,971
    
    
    $
    40,691
    
    
    $
    25,154Supplemental disclosure of non-cash investing and financing activities:Accrual for common stock dividends declared
    
    
    13,860
    
    
    
    27,053
    
    
    
    20,326Accrual for preferred stock dividends declared
    
    
    4,241
    
    
    
    4,241
    
    
    
    4,241Accrual for distributions declared for operating partnership unit and LTIP
unit holders
    
    
    430
    
    
    
    1,151
    
    
    
    1,029Accrued additions to real estate and related intangible assets
    
    
    13,296
    
    
    
    37,828
    
    
    
    46,783
   65




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization and Description of Business
   2. Basis of Presentation and Summary of Significant Accounting Policies
 Principles of Consolidation
  Investments in Partnerships and Limited Liability Companies
    66




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##### Table of Contents



Investments in Real Estate
  Buildings and improvements
    
    15-40 yearsGround lease
    
    Term of the related leaseTenant improvements
    
    Shorter of the useful lives or the terms of
the related leasesFurniture, fixtures, and equipment (other assets)
    
    3 to 5 yearsAcquired in-place leases
    
    Non-cancelable term of the related leaseAcquired management agreements
    
    Non-cancelable term of the related agreement
  December 31,2009
    
    
    2008Land
    
    $
    388,292
    
    
    $
    347,878Land under development
    
    
    31,609
    
    
    
    69,529Buildings and improvements
    
    
    2,485,972
    
    
    
    2,104,072Construction in progress
    
    
    87,810
    
    
    
    439,221Tenant improvements
    
    
    222,858
    
    
    
    161,8393,216,541
    
    
    
    3,122,539Accumulated depreciation
    
    
    (244,774
    )
    
    
    (162,110
    )$
    2,971,767
    
    
    $
    2,960,429
    67




---



##### Table of Contents



Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
  Cash and Cash Equivalents
   68




---



##### Table of Contents



Restricted Cash
  Deferred Leasing Costs
   Balance at
    
    
    AccumulatedDecember 31, 2009
    
    
    Amortization
    
    
    NetAcquired in-place leases
    
    $
    168,390
    
    
    
    (112,613
    )
    
    $
    55,777Acquired management agreements
    
    
    12,921
    
    
    
    (10,405
    )
    
    
    2,516Deferred leasing and other direct costs
    
    
    34,851
    
    
    
    (9,870
    )
    
    
    24,981$
    216,162
    
    
    $
    (132,888
    )
    
    $
    83,274
  Balance at
    
    
    AccumulatedDecember 31, 2008
    
    
    Amortization
    
    
    NetAcquired in-place leases
    
    $
    168,390
    
    
    $
    (92,072
    )
    
    $
    76,318Acquired management agreements
    
    
    12,921
    
    
    
    (8,602
    )
    
    
    4,319Deferred leasing and other direct costs
    
    
    26,364
    
    
    
    (5,482
    )
    
    
    20,882$
    207,675
    
    
    $
    (106,156
    )
    
    $
    101,519
  2009
    
    $
    14,4932010
    
    
    11,2302011
    
    
    10,5172012
    
    
    9,0232013
    
    
    7,872Thereafter
    
    
    30,139$
    83,274
 Deferred Loan Costs
   69




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##### Table of Contents



Revenue Recognition, Operating Expenses and Lease Terminations
  
    
    whether the lease stipulates how and on what a tenant improvement allowance may be spent;
    
    whether the tenant or landlord retain legal title to the improvements;
    
    the uniqueness of the improvements;
    
    the expected economic life of the tenant improvements relative to the length of the
lease;
    
    the responsible party for construction cost overruns; and
    
    who constructs or directs the construction of the improvements.
     2009
    
    $
    259,8282010
    
    
    266,9352011
    
    
    263,7702012
    
    
    258,6182013
    
    
    245,228Thereafter
    
    
    1,731,367$
    3,025,746
  70




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##### Table of Contents



December 31,2009
    
    
    2008Acquired above-market leases
    
    $
    12,729
    
    
    $
    12,729Accumulated amortization
    
    
    (9,682
    )
    
    
    (8,400
    )$
    3,047
    
    
    $
    4,329
  December 31,2009
    
    
    2008Acquired below-market leases
    
    $
    39,339
    
    
    $
    37,961Accumulated amortization
    
    
    (28,201
    )
    
    
    (20,675
    )$
    11,138
    
    
    $
    17,286
  December 31,2009
    
    
    2008Lease incentives
    
    $
    12,816
    
    
    $
    11,698Accumulated amortization
    
    
    (3,489
    )
    
    
    (2,211
    )$
    9,327
    
    
    $
    9,487
  2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    TotalAmortization of:Acquired above-market leases
    
    $
    (1,222
    )
    
    $
    (581
    )
    
    $
    (314
    )
    
    $
    (281
    )
    
    $
    (157
    )
    
    $
    (492
    )
    
    $
    (3,047
    )Acquired below-market leases
    
    
    3,771
    
    
    
    1,223
    
    
    
    1,223
    
    
    
    979
    
    
    
    719
    
    
    
    3,223
    
    
    
    11,138Lease incentive
    
    
    (1,318
    )
    
    
    (1,359
    )
    
    
    (1,259
    )
    
    
    (1,188
    )
    
    
    (1,156
    )
    
    
    (3,047
    )
    
    
    (9,327
    )Net rental revenues  increase/(decrease)
    
    $
    1,231
    
    
    $
    (717
    )
    
    $
    (350
    )
    
    $
    (490
    )
    
    $
    (594
    )
    
    $
    (316
    )
    
    $
    (1,236
    )
   Years Ended December 31,2009
    
    
    2008
    
    
    2007Rental revenues
    
    $
    3,077
    
    
    $
    (511
    )
    
    $
    295Other revenue
    
    
    10,935
    
    
    
    35
    
    
    
    7,639Total revenue
    
    
    14,012
    
    
    
    (476
    )
    
    
    7,934Rental operations expense
    
    
    4,498
    
    
    
    475
    
    
    
    66Depreciation and amortization
    
    
    10,155
    
    
    
    3,252
    
    
    
    1,805Total expenses
    
    
    14,653
    
    
    
    3,727
    
    
    
    1,871Net effect of lease terminations
    
    
    (641
    )
    
    
    (4,203
    )
    
    
    6,063
  71




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.
 Allowance for Doubtful Accounts
  Investments
   December 31,2009
    
    
    2008Equity securities, initial cost basis
    
    $
    361
    
    
    $
    Unrealized gain
    
    
    537
    
    
    
    Equity securities, fair-value
    
    $
    898
    
    
    $
    
 Share-Based Payments
  Assets and Liabilities Measured at Fair-Value
   72




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73




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Derivative Instruments
        74




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##### Table of Contents



Equity Offering Costs
  Income Taxes
   Dividends and Distributions
   For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Per Share
    
    
    %
    
    
    Per Share
    
    
    %
    
    
    Per Share
    
    
    %Common stock:Ordinary income
    
    $
    0.45
    
    
    
    50.56
    %
    
    $
    1.09
    
    
    
    82.58
    %
    
    $
    0.98
    
    
    
    80.52
    %Capital gain
    
    
    
    
    
    
    0.00
    %
    
    
    
    
    
    
    0.00
    %
    
    
    0.02
    
    
    
    1.38
    %Return of capital
    
    
    0.44
    
    
    
    49.44
    %
    
    
    0.23
    
    
    
    17.42
    %
    
    
    0.22
    
    
    
    18.10
    %Total
    
    $
    0.89
    
    
    
    100.00
    %
    
    $
    1.32
    
    
    
    100.00
    %
    
    $
    1.22
    
    
    
    100.00
    %Preferred stock:Ordinary income
    
    $
    1.84
    
    
    
    100.00
    %
    
    $
    1.84
    
    
    
    100.00
    %
    
    $
    1.35
    
    
    
    98.54
    %Capital gain
    
    
    
    
    
    
    0.00
    %
    
    
    
    
    
    
    0.00
    %
    
    
    0.02
    
    
    
    1.46
    %Return of capital
    
    
    
    
    
    
    0.00
    %
    
    
    
    
    
    
    0.00
    %
    
    
    
    
    
    
    0.00
    %Total
    
    $
    1.84
    
    
    
    100.00
    %
    
    $
    1.84
    
    
    
    100.00
    %
    
    $
    1.37
    
    
    
    100.00
    %
 Managements Estimates
    75




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Segment Information
  Reclassifications
  Subsequent Events
   3. Equity
      76




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##### Table of Contents



Common Stock, Partnership Units and LTIP Units
  7.375% Series A Cumulative Redeemable Preferred Stock
  Dividends and Distributions
  Dividend andAmount Per
    
    
    
    
    Distribution
    
    Dividend andDeclaration Date
    
    Securities Class
    
    Share/Unit
    
    
    Period Covered
    
    Payable Date
    
    Distribution Amount(In thousands)March 16, 2009
    
    Common stock and partnership and LTIP units
    
    $
    0.33500
    
    
    January 1, 2009 to March 31, 2009
    
    April 15, 2009
    
    $
    28,322March 16, 2009
    
    Series A preferred stock
    
    $
    0.46094
    
    
    January 16, 2009 to April 15, 2009
    
    April 15, 2009
    
    $
    4,240June 15, 2009
    
    Common stock and partnership and LTIP units
    
    $
    0.11000
    
    
    April 1, 2009 to June 30, 2009
    
    July 15, 2009
    
    $
    11,142June 15, 2009
    
    Series A preferred stock
    
    $
    0.46094
    
    
    April 16, 2009 to July 15, 2009
    
    July 15, 2009
    
    $
    4,241September 15, 2009
    
    Common stock and partnership and LTIP units
    
    $
    0.11000
    
    
    July 1, 2009 to September 30, 2009
    
    October 15, 2009
    
    $
    11,142September 15, 2009
    
    Series A preferred stock
    
    $
    0.46094
    
    
    July 16, 2009 to October 15, 2009
    
    October 15, 2009
    
    $
    4,241December 15, 2009
    
    Common stock and partnership and LTIP units
    
    $
    0.14000
    
    
    October 1, 2009 to December 31, 2009
    
    January 15, 2010
    
    $
    14,290December 15, 2009
    
    Series A preferred stock
    
    $
    0.46094
    
    
    October 16, 2009 to January 15, 2010
    
    January 15, 2010
    
    $
    4,241
  Common stock, partnership units, and LTIP units
    
    $
    64,896Series A preferred stock
    
    
    16,963$
    81,859
  77




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Noncontrolling Interests
      December 31,2009
    
    
    2008Partnership Units
    
    
    Percentage of
    
    
    Partnership Units
    
    
    Percentage ofand LTIP Units
    
    
    Total
    
    
    and LTIP Units
    
    
    TotalBioMed Realty Trust
    
    
    97,939,028
    
    
    
    97.2
    %
    
    
    80,208,533
    
    
    
    96.3
    %Noncontrolling interest consisting of:Partnership and LTIP units held by employees and related parties
    
    
    2,246,493
    
    
    
    2.2
    %
    
    
    2,961,369
    
    
    
    3.5
    %Partnership and LTIP units held by third parties(1)
    
    
    595,551
    
    
    
    0.6
    %
    
    
    122,192
    
    
    
    0.2
    %Total
    
    
    100,781,072
    
    
    
    100.0
    %
    
    
    83,292,094
    
    
    
    100.0
    %
 
 (1)
    
    Includes vested ownership interests held by a former employee, which are now classified as held
by a third party.   78




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##### Table of Contents



4. Mortgage Notes Payable
  Effective
    
    
    Principal BalanceStated Fixed
    
    
    Interest
    
    
    December 31,Interest Rate
    
    
    Rate
    
    
    2009
    
    
    2008
    
    
    Maturity DateArdentech Court
    
    
    7.25
    %
    
    
    5.06
    %
    
    $
    4,354
    
    
    $
    4,464
    
    
    July 1, 2012Bayshore Boulevard(1)
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    
    
    
    
    14,923
    
    
    January 1, 2010Bridgeview Technology Park I
    
    
    8.07
    %
    
    
    5.04
    %
    
    
    11,246
    
    
    
    11,384
    
    
    January 1, 2011Center for Life Science | Boston
    
    
    7.75
    %
    
    
    7.75
    %
    
    
    348,749
    
    
    
    
    
    
    June 30, 2014500 Kendall Street (Kendall D)
    
    
    6.38
    %
    
    
    5.45
    %
    
    
    66,077
    
    
    
    67,810
    
    
    December 1, 2018Lucent Drive
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    5,129
    
    
    
    5,341
    
    
    January 21, 2015Monte Villa Parkway(1)
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    
    
    
    
    9,084
    
    
    January 1, 20106828 Nancy Ridge Drive
    
    
    7.15
    %
    
    
    5.38
    %
    
    
    6,595
    
    
    
    6,694
    
    
    September 1, 2012Road to the Cure
    
    
    6.70
    %
    
    
    5.78
    %
    
    
    14,956
    
    
    
    15,200
    
    
    January 31, 2014Science Center Drive
    
    
    7.65
    %
    
    
    5.04
    %
    
    
    10,981
    
    
    
    11,148
    
    
    July 1, 2011Shady Grove Road
    
    
    5.97
    %
    
    
    5.97
    %
    
    
    147,000
    
    
    
    147,000
    
    
    September 1, 2016Sidney Street
    
    
    7.23
    %
    
    
    5.11
    %
    
    
    28,322
    
    
    
    29,184
    
    
    June 1, 20129865 Towne Centre Drive
    
    
    7.95
    %
    
    
    7.95
    %
    
    
    17,884
    
    
    
    
    
    
    June 30, 20139885 Towne Centre Drive(1)
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    
    
    
    
    20,749
    
    
    January 1, 2010900 Uniqema Boulevard
    
    
    8.61
    %
    
    
    5.61
    %
    
    
    1,191
    
    
    
    1,357
    
    
    May 1, 2015662,484
    
    
    
    344,338Unamortized premiums
    
    
    
    
    
    
    
    
    
    
    6,970
    
    
    
    8,823$
    669,454
    
    
    $
    353,161
 
 (1)
    
    In July 2009, the Company repaid approximately $44.0 million in principal balance of
mortgage notes relating to the Bayshore Boulevard, Monte Villa Parkway, and 9885 Towne
Centre Drive properties, prior to their maturity date.    79




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5. Credit Facilities, Exchangeable Senior Notes Due 2026, and Other Debt Instruments
 Unsecured Line of Credit
  Secured Term Loan
    80




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##### Table of Contents



Exchangeable Senior Notes Due 2026
       December 31,
    
    
    December 31,2009
    
    
    2008Exchangeable senior notes due 2026
    
    $
    46,150
    
    
    $
    128,250Unamortized debt discount
    
    
    (1,465
    )
    
    
    (6,207
    )$
    44,685
    
    
    $
    122,043
  81




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##### Table of Contents



Years Ended December 31,2009
    
    
    2008
    
    
    2007Contractual interest
    
    $
    4,920
    
    
    $
    7,620
    
    
    $
    7,875Amortization of debt discount
    
    
    1,810
    
    
    
    2,639
    
    
    
    2,565Total Notes interest expense
    
    $
    6,730
    
    
    $
    10,259
    
    
    $
    10,440
 Secured Construction Loan
   2010
    
    $
    7,4042011
    
    
    427,5802012
    
    
    295,4142013
    
    
    25,9412014
    
    
    353,091Thereafter(1)
    
    
    246,870$
    1,356,300
 
 (1)
    
    Includes $46.2 million in principal payments of the Notes based on a
contractual maturity date of October 1, 2026. 6. Earnings Per Share
     82




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##### Table of Contents



Year Ended December 31,2009
    
    
    2008
    
    
    2007Basic earnings per share:Income from continuing operations
    
    $
    60,190
    
    
    $
    63,131
    
    
    $
    72,206Less: income from continuing operations attributable to noncontrolling interests
    
    
    (1,468
    )
    
    
    (2,077
    )
    
    
    (2,473
    )Less: preferred dividends
    
    
    (16,963
    )
    
    
    (16,963
    )
    
    
    (16,868
    )Income from continuing operations available to common stockholders
    
    
    41,759
    
    
    
    44,091
    
    
    
    52,865Less: net income allocable and distributions in excess of earnings to participating securities (continuing operations)
    
    
    (591
    )
    
    
    (305
    )
    
    
    (167
    )Income from continuing operations attributable to common stockholders
    
    
    41,168
    
    
    
    43,786
    
    
    
    52,698Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    1,726Less: income from discontinued operations attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    (58
    )Less: net income allocable and distributions in excess of earnings to participating securities (discontinued operations)
    
    
    
    
    
    
    
    
    
    
    (4
    )Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    1,664Net income attributable to common stockholders
    
    $
    41,168
    
    
    $
    43,786
    
    
    $
    54,362Diluted earnings per share:Income from continuing operations
    
    $
    60,190
    
    
    $
    63,131
    
    
    $
    72,206Less: net income attributable to noncontrolling interests in operating partnership
    
    
    (1,532
    )
    
    
    
    
    
    
    Less: net loss/(income) attributable to noncontrolling interests in consolidated partnership
    
    
    64
    
    
    
    9
    
    
    
    (45
    )Less: preferred dividends
    
    
    (16,963
    )
    
    
    (16,963
    )
    
    
    (16,868
    )Income from continuing operations available to common stockholders
    
    
    41,759
    
    
    
    46,177
    
    
    
    55,293Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    1,726Net income attributable to common stockholders and participating securities
    
    $
    41,759
    
    
    $
    46,177
    
    
    $
    57,019Weighted-average common shares outstanding:Basic
    
    
    91,011,123
    
    
    
    71,684,244
    
    
    
    65,303,204Incremental shares from assumed conversion:Unvested restricted stock
    
    
    839,879
    
    
    
    242,366
    
    
    
    162,986Operating partnership and LTIP units
    
    
    
    
    
    
    3,481,543
    
    
    
    3,272,504Diluted
    
    
    91,851,002
    
    
    
    75,408,153
    
    
    
    68,738,694Basic and diluted earnings per share:Income per share  basic:Income per share from continuing operations available to common stockholders
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.81Income per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.02Net income per share attributable to common stockholders
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.83Income per share  diluted:Income per share from continuing operations available to common stockholders
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.80Income per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.03Net income per share attributable to common stockholders and participating securities
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.83
  83




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##### Table of Contents



7. Fair-Value of Financial Instruments
     December 31,2009
    
    
    2008Fair-value
    
    
    Carrying Value
    
    
    Fair-value
    
    
    Carrying ValueMortgage notes payable(1)
    
    $
    671,614
    
    
    $
    669,454
    
    
    $
    373,572
    
    
    $
    353,161Unsecured line of credit
    
    
    380,699
    
    
    
    397,666
    
    
    
    104,507
    
    
    
    108,767Secured construction loan
    
    
    
    
    
    
    
    
    
    
    500,162
    
    
    
    507,128Exchangeable senior notes due 2026(2)
    
    
    46,150
    
    
    
    44,685
    
    
    
    60,278
    
    
    
    122,043Secured term loan
    
    
    233,389
    
    
    
    250,000
    
    
    
    240,667
    
    
    
    250,000Derivative instruments(3)
    
    
    (12,551
    )
    
    
    (12,551
    )
    
    
    (126,091
    )
    
    
    (126,091
    )Investments(4)
    
    
    898
    
    
    
    898
    
    
    
    
    
    
    
    
 
 (1)
    
    Carrying value includes $7.0 million and $8.8 million of unamortized
debt premium as of December 31, 2009 and 2008, respectively.(2)
    
    Carrying value includes $1.5 million and $6.2 million of unamortized
debt discount as of December 31, 2009 and 2008, respectively.(3)
    
    The Companys derivative instruments are reflected in other assets and
derivative instruments (liability account) on the accompanying
consolidated balance sheets based on their respective balances (see
Note 11).(4)
    
    The Companys investments are included in other assets on the
accompanying balance sheets (see Investments section in Note 2). 8. Incentive Award Plan
   84




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##### Table of Contents



WeightedUnvested Restricted
    
    
    Average Grant-Shares/LTIP Units
    
    
    Date Fair-ValueBalance at December 31, 2006
    
    
    424,380
    
    
    $
    23.79Granted
    
    
    458,015
    
    
    
    28.14Vested
    
    
    (209,818
    )
    
    
    20.37Forfeited
    
    
    (8,259
    )
    
    
    28.17Balance at December 31, 2007
    
    
    664,318
    
    
    
    27.81Granted
    
    
    574,495
    
    
    
    11.87Vested
    
    
    (312,828
    )
    
    
    25.13Forfeited
    
    
    (25,144
    )
    
    
    25.40Balance at December 31, 2008
    
    
    900,841
    
    
    
    18.92Granted
    
    
    603,900
    
    
    
    12.38Vested
    
    
    (189,658
    )
    
    
    27.02Forfeited
    
    
    (19,325
    )
    
    
    13.52Balance at December 31, 2009
    
    
    1,295,758
    
    
    $
    14.77
  85




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##### Table of Contents



9. Investment in Unconsolidated Partnerships
  Companys
    
    CompanysOwnership
    

    EconomicName
    
    Partner
    
    Interest
    
    Interest
    
    Date AcquiredPREI I(1)
    
    PREI
    
    20%
    
    20%
    
    April 4, 2007PREI II(2)
    
    PREI
    
    20%
    
    20%
    
    April 4, 2007McKellar Court(3)
    
    Quidel Corporation
    
    22%
    
    22%(4)
    
    September 30, 2004
 
 (1)
    
    In April 2007, PREI I LLC acquired a portfolio of properties in
Cambridge, Massachusetts comprised of a stabilized laboratory/building
totaling 184,445 square feet located at 320 Bent Street, a partially
leased laboratory/office building totaling 420,000 square feet at 301
Binney Street, a 37-unit apartment building, an operating garage
facility on Rogers Street with 503 spaces, an operating below grade
garage facility at Kendall Square with approximately 1,400 spaces, and
a building currently under construction at 650 East Kendall Street
that the Company believes can support up to 280,000 rentable square
feet of laboratory and office space. The 650 East Kendall Street site
will also include a below grade parking facility.Each of the PREI operating agreements includes a put/call option
whereby either member can cause the limited liability company to sell
certain properties in which it holds leasehold interests to the
Company at any time after the fifth anniversary and before the seventh
anniversary of the acquisition date. However, the put/call option may
be terminated prior to exercise under certain circumstances. The
put/call option purchase price is based on a predetermined return on
capital invested by PREI. If the put/call option is exercised, the
Company believes that it would have adequate resources to fund the
purchase price.The PREI limited liability companies jointly entered into a secured
acquisition and interim loan facility with KeyBank and utilized
approximately $427.0 million of that facility to fund a portion of the
purchase price for the properties acquired in April 2007. The
remaining funds available were utilized to fund construction costs at
certain properties under development. Pursuant to the loan facility,
the Company executed guaranty agreements in which it guaranteed the
full completion of the construction and any tenant improvements at the
301 Binney Street property if PREI I LLC were unable or unwilling to
complete the project. On February 11, 2009, the PREI joint ventures
jointly refinanced the outstanding balance of the secured acquisition
and interim loan facility, or approximately $364.1 million, with the
proceeds of a new loan totaling $203.3 million and members capital
contributions funding the balance due. The new loan bears interest at
a rate equal to, at the option of the PREI joint ventures, either (1)
reserve adjusted LIBOR plus 350 basis points or (2) the higher of (a)
the prime rate then in effect, (b) the federal funds rate then in
effect plus 50 basis points or (c) one-month LIBOR plus 450 basis
points, and requires interest only monthly payments until the maturity
date, February 10, 2011. In addition, the PREI joint ventures may
extend the maturity date of the secured acquisition and interim loan
facility to February 10, 2012 after satisfying certain conditions and
paying an extension fee based on the then current facility commitment.
At maturity, the PREI joint ventures may refinance the loan, depending
on market conditions and the availability of credit, or they may
execute the extension option. On March 11, 2009, the PREI joint
ventures jointly entered into an interest rate cap agreement, which is
intended to have the effect of hedging variability in future interest
payments on the $203.3 million secured acquisition and interim loan
facility above a strike rate of 2.5% (excluding the applicable credit
spread) through February 10, 2011. At December 31, 2009, there were
$203.3 million in outstanding borrowings on the secured acquisition
and interim loan facility, with a contractual interest rate of 3.7%
(including the applicable credit spread).(2)
    
    As part of a larger transaction which included the acquisition by PREI
I LLC referred to above, PREI II LLC acquired a portfolio of
properties in April 2007. It disposed of its acquired properties in
2007 at no material gain or loss. The total sale price included
approximately $4.0 million contingently payable in June 2012 pursuant
to a put/call option, exercisable on the earlier of the extinguishment
or expiration of development restrictions placed on a portion of the
development rights included in the disposition. The Companys
remaining investment in PREI II LLC (maximum exposure to losses) was
approximately $811,000 at December 31, 2009.(3)
    
    The McKellar Court partnership holds a property comprised of a
two-story laboratory/office building totaling 72,863 rentable square
feet located in San Diego, California. The Companys investment in the
McKellar Court partnership (maximum exposure to losses) was
approximately $12.7 million at December 31, 2009. In December 2009,
the Operating Partnership provided funding in the form of a promissory
note to the McKellar Court partnership in the amount of $10.3 million,
which matures at the earlier of (a) January 1, 2020, or (b) the day
that the limited partner exercises an option to purchase the Operating
Partnerships ownership interest. Loan proceeds were utilized to
repay a mortgage with a third party. Interest-only payments on the
promissory note are due monthly at a fixed rate of 8.15% (the rate may
adjust higher after January 1, 2015), with the principal balance
outstanding due at maturity.(4)
    
    The Companys economic interest in the McKellar Court partnership
entitles it to 75% of the extraordinary cash flows after repayment of
the partners capital contributions and 22% of the operating cash
flows.  86




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##### Table of Contents



December 31,2009
    
    
    2008Assets:Investments in real estate, net
    
    $
    613,306
    
    
    $
    592,169Cash and cash equivalents (including restricted cash)
    
    
    6,758
    
    
    
    6,757Intangible assets, net
    
    
    13,498
    
    
    
    15,126Other assets
    
    
    18,374
    
    
    
    16,373Total assets
    
    $
    651,936
    
    
    $
    630,425Liabilities and members equity:Mortgage notes payable and secured construction loan
    
    $
    405,606
    
    
    $
    517,938Other liabilities
    
    
    15,195
    
    
    
    24,844Members equity
    
    
    231,135
    
    
    
    87,643Total liabilities and equity
    
    $
    651,936
    
    
    $
    630,425Companys net investment in unconsolidated partnerships
    
    $
    56,909
    
    
    $
    18,173
    Year Ended December 31,2009
    
    
    2008
    
    
    2007Total revenues
    
    $
    30,515
    
    
    $
    30,598
    
    
    $
    18,945Rental operations expenses and real estate taxes
    
    
    21,266
    
    
    
    15,531
    
    
    
    8,854Depreciation and amortization
    
    
    13,217
    
    
    
    10,483
    
    
    
    5,674Interest expense, net of interest income
    
    
    9,645
    
    
    
    10,759
    
    
    
    8,946Total expenses
    
    
    44,128
    
    
    
    36,773
    
    
    
    23,474Net loss
    
    $
    (13,613
    )
    
    $
    (6,175
    )
    
    $
    (4,529
    )Companys equity in net loss of unconsolidated partnerships
    
    $
    (2,390
    )
    
    $
    (1,200
    )
    
    $
    (893
    )
  87




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##### Table of Contents



10. Discontinued Operations
  OriginalProperty
    
    Date of Sale
    
    
    Acquisition Date
    
    
    Sales Price
    
    
    Gain on SaleColorow Drive
    
    May 30, 2007
    
    
    December 22, 2005
    
    
    $
    20,000
    
    
    $
    1,087
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Total revenues
    
    $
    
    
    
    $
    
    
    
    $
    1,111Total expenses
    
    
    
    
    
    
    
    
    
    
    472Income from discontinued operations before gain on sale
    
    
    
    
    
    
    
    
    
    
    639Gain on sale of real estate assets
    
    
    
    
    
    
    
    
    
    
    1,087Income from discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    1,726
 11. Derivative and Other Financial Instruments
    Current
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fair-Value (1)Notional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 31,Amount
    
    
    Strike Rate
    
    
    Effective Date
    
    
    Expiration Date
    
    
    2009
    
    
    2008$
    250,000
    
    
    
    4.157
    %
    
    June 1, 2005
    
    June 1, 2010
    
    $
    (4,017
    )
    
    $
    (11,011
    )115,000
    
    
    
    4.673
    %
    
    October 1, 2007
    
    August 1, 2011
    
    
    (6,530
    )
    
    
    (9,349
    )35,000
    
    
    
    4.700
    %
    
    October 10, 2007
    
    August 1, 2011
    
    
    (2,004
    )
    
    
    (2,858)
    )Interest rate swaps
    
    
    400,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,551
    )
    
    
    (23,218
    )Forward starting swaps(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (102,873
    )Other(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119
    
    
    
    Total derivative instruments
    
    $
    400,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (12,432
    )
    
    $
    (126,091
    )
 
 (1)
    
    Fair-value of derivative instruments does not include any related
accrued interest payable, which is included in accrued expenses on the
accompanying consolidated balance sheets.(2)
    
    The forward starting swaps, with notional amounts of $450.0 million,
were settled during the year ended December 31, 2009 for approximately
$86.5 million.(3)
    
    A stock purchase warrant was received in connection with an early
lease termination in September 2009 and was recorded as a derivative
instrument with an initial fair-value of approximately $199,000 in
other assets in the accompanying consolidated balance sheets.  88




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##### Table of Contents



Years EndedDecember 31,2009
    
    
    2008
    
    
    2007Amount of gain/(loss) recognized
in other comprehensive income
(effective portion):Cash flow hedgesInterest rate swaps
    
    $
    10,737
    
    
    $
    (14,119
    )
    
    
    (15,313
    )Forward starting swaps
    
    
    11,783
    
    
    
    (58,911
    )
    
    
    (9,904
    )Total cash flow hedges
    
    
    22,520
    
    
    
    (73,030
    )
    
    
    (25,217
    )Ineffective interest rate swaps(1)
    
    
    4,321
    
    
    
    (11,344
    )
    
    
    (4,962
    )Total interest rate swaps
    
    $
    26,841
    
    
    $
    (84,374
    )
    
    $
    (30,179
    )
 (1)
    
    For the year ended December 31, 2009, the amount represents the reclassification of
unrealized losses from accumulated other comprehensive income to earnings during the three
months ended March, 31, 2009 relating to a previously effective forward starting swap as a
result of the reduction in the notional amount of forecasted debt.  Years EndedDecember 31,2009
    
    
    2008
    
    
    2007Amount of loss
reclassified from other
comprehensive income to income
(effective portion):Cash flow hedgesInterest rate swaps(1)
    
    $
    (16,248
    )
    
    $
    (7,115
    )
    
    $
    (3,085
    )Forward starting swaps(2)
    
    
    (3,588
    )
    
    
    
    
    
    
    Total interest rate swaps
    
    $
    (19,836
    )
    
    $
    (7,115
    )
    
    $
    (3,085
    )
 (1)
    
    Amount represents payments made to swap counterparties for the effective portion of interest
rate swaps that were recognized as an increase to interest expense for the periods presented
(the amount was recorded as an increase and corresponding decrease to accumulated other
comprehensive loss in the same accounting period).(2)
    
    Amount represents reclassifications of deferred interest costs from accumulated other
comprehensive loss to interest expense related to the Companys previously settled forward
starting swaps.  89




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##### Table of Contents



Years EndedDecember 31,2009
    
    
    2008
    
    
    2007Amount of gain/(loss) recognized in
income (ineffective portion and amount
excluded from effectiveness testing):Cash flow hedgesInterest rate swaps
    
    $
    (31
    )
    
    $
    (35
    )
    
    $
    Forward starting swaps
    
    
    (476
    )
    
    
    (1,179
    )
    
    
    Total cash flow hedges
    
    
    (507
    )
    
    
    (1,214
    )
    
    
    Ineffective interest rate swaps
    
    
    790
    
    
    
    (18,734
    )
    
    
    Total interest rate swaps
    
    $
    283
    
    
    $
    (19,948
    )
    
    $
    Other derivative instruments
    
    
    (80
    )
    
    
    
    
    
    
    Total gain/(loss) on derivative intsruments
    
    $
    203
    
    
    $
    (19,948
    )
    
    $
    
 12. Commitments and Contingencies
 Concentration of Credit Risk
   Construction and Other Related Commitments
  Insurance
   90




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##### Table of Contents



Environmental Matters
  Repurchase Agreements
   Tax Indemnification Agreements and Minimum Debt Requirements
  Legal Proceedings
  13. Newly Issued Accounting Pronouncements
    91




---



##### Table of Contents



14. Quarterly Financial Information (unaudited)
  2009 Quarter Ended(1)December 31
    
    
    September 30
    
    
    June 30
    
    
    March 31Total revenues
    
    $
    88,171
    
    
    $
    92,963
    
    
    $
    86,080
    
    
    $
    93,951Net income
    
    
    4,728
    
    
    
    8,411
    
    
    
    23,081
    
    
    
    23,970Net income attributable to noncontrolling interests
    
    
    (10
    )
    
    
    (108
    )
    
    
    (645
    )
    
    
    (705
    )Preferred dividends
    
    
    (4,241
    )
    
    
    (4,241
    )
    
    
    (4,241
    )
    
    
    (4,240
    )Net income available to common stockholders
    
    $
    477
    
    
    $
    4,062
    
    
    $
    18,195
    
    
    $
    19,024Net income per share available to common
stockholders  basic and diluted
    
    $
    0.00
    
    
    $
    0.04
    
    
    $
    0.20
    
    
    $
    0.23
 2008 Quarter Ended(1)December 31
    
    
    September 30
    
    
    June 30
    
    
    March 31Total revenues
    
    $
    83,033
    
    
    $
    80,811
    
    
    $
    70,771
    
    
    $
    67,358Net income
    
    
    10,165
    
    
    
    17,247
    
    
    
    18,566
    
    
    
    17,153Net income attributable to noncontrolling interests
    
    
    (306
    )
    
    
    (570
    )
    
    
    (620
    )
    
    
    (581
    )Preferred dividends
    
    
    (4,241
    )
    
    
    (4,241
    )
    
    
    (4,241
    )
    
    
    (4,241
    )Net income available to common stockholders
    
    $
    5,618
    
    
    $
    12,436
    
    
    $
    13,705
    
    
    $
    12,331Net income per share available to common
stockholders  basic and diluted
    
    $
    0.07
    
    
    $
    0.17
    
    
    $
    0.19
    
    
    $
    0.19
 
 (1)
    
    The sum of quarterly financial data may vary from the annual data due
to rounding.  92




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##### Table of Contents



SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION
 As of December 31, 2009
(In thousands)
  Gross amount carried at December 31,Initial Cost
    
    
    Costs
    
    
    2009Year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Buildings
    
    
    Capitalized
    
    
    
    
    
    
    BuildingsBuilt/
    
    
    
    
    
    
    
    
    
    
    Ground
    
    
    and
    
    
    Subsequent
    
    
    
    
    
    
    and
    
    
    
    
    
    
    AccumulatedProperty
    
    Renovated
    
    
    Encumbrances
    
    
    Land
    
    
    Lease
    
    
    Improvements
    
    
    to Acquisition
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Depreciation
    
    
    Net(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2)
    
    
    (3)Albany Street
    
    
    1922/1998
    
    
    $
    
    
    
    $
    1,942
    
    
    $
    
    
    
    $
    31,293
    
    
    $
    47
    
    
    $
    1,942
    
    
    $
    31,340
    
    
    $
    33,282
    
    
    $
    (3,618
    )
    
    $
    29,664Ardentech Court
    
    
    1997/2008
    
    
    
    4,354
    
    
    
    2,742
    
    
    
    
    
    
    
    5,379
    
    
    
    6,919
    
    
    
    2,742
    
    
    
    12,298
    
    
    
    15,040
    
    
    
    (1,843
    )
    
    
    13,197Ardenwood Venture
    
    
    1985
    
    
    
    
    
    
    
    3,550
    
    
    
    
    
    
    
    10,603
    
    
    
    2,354
    
    
    
    3,550
    
    
    
    12,957
    
    
    
    16,507
    
    
    
    (1,376
    )
    
    
    15,131Balboa Avenue
    
    
    1968/2000
    
    
    
    
    
    
    
    1,316
    
    
    
    
    
    
    
    9,493
    
    
    
    414
    
    
    
    1,316
    
    
    
    9,907
    
    
    
    11,223
    
    
    
    (1,389
    )
    
    
    9,834Bayshore Boulevard
    
    
    2000
    
    
    
    
    
    
    
    3,667
    
    
    
    
    
    
    
    22,593
    
    
    
    7,464
    
    
    
    3,667
    
    
    
    30,057
    
    
    
    33,724
    
    
    
    (5,734
    )
    
    
    27,990Beckley Street
    
    
    1999
    
    
    
    
    
    
    
    1,480
    
    
    
    
    
    
    
    17,590
    
    
    
    
    
    
    
    1,480
    
    
    
    17,590
    
    
    
    19,070
    
    
    
    (2,217
    )
    
    
    16,853Bernardo Center Drive
    
    
    1974/2008
    
    
    
    
    
    
    
    2,580
    
    
    
    
    
    
    
    13,714
    
    
    
    6
    
    
    
    2,580
    
    
    
    13,720
    
    
    
    16,300
    
    
    
    (1,683
    )
    
    
    14,6179911 Belward Campus Drive
    
    
    2001
    
    
    
    
    
    
    
    4,160
    
    
    
    
    
    
    
    196,814
    
    
    
    
    
    
    
    4,160
    
    
    
    196,814
    
    
    
    200,974
    
    
    
    (18,431
    )
    
    
    182,5439920 Belward Campus Drive
    
    
    2000
    
    
    
    
    
    
    
    3,935
    
    
    
    
    
    
    
    11,206
    
    
    
    
    
    
    
    3,935
    
    
    
    11,206
    
    
    
    15,141
    
    
    
    (939
    )
    
    
    14,202Center for Life Science | Boston
    
    
    2008
    
    
    
    348,749
    
    
    
    60,000
    
    
    
    
    
    
    
    407,747
    
    
    
    249,739
    
    
    
    60,000
    
    
    
    657,486
    
    
    
    717,486
    
    
    
    (27,828
    )
    
    
    689,658Bridgeview Technology
Park I
    
    
    1977/2002
    
    
    
    11,246
    
    
    
    1,315
    
    
    
    
    
    
    
    14,716
    
    
    
    18,561
    
    
    
    2,494
    
    
    
    32,098
    
    
    
    34,592
    
    
    
    (2,895
    )
    
    
    31,697Bridgeview Technology
Park II
    
    
    1977/2002
    
    
    
    
    
    
    
    1,522
    
    
    
    
    
    
    
    13,066
    
    
    
    7
    
    
    
    1,522
    
    
    
    13,073
    
    
    
    14,595
    
    
    
    (1,565
    )
    
    
    13,030Charles Street
    
    
    1911/1986
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    7,033
    
    
    
    29
    
    
    
    5,000
    
    
    
    7,062
    
    
    
    12,062
    
    
    
    (752
    )
    
    
    11,310Coolidge Avenue
    
    
    1962/1999
    
    
    
    
    
    
    
    2,760
    
    
    
    
    
    
    
    7,102
    
    
    
    
    
    
    
    2,760
    
    
    
    7,102
    
    
    
    9,862
    
    
    
    (836
    )
    
    
    9,026Dumbarton Circle
    
    
    1990
    
    
    
    
    
    
    
    2,723
    
    
    
    
    
    
    
    5,096
    
    
    
    186
    
    
    
    2,723
    
    
    
    5,283
    
    
    
    8,006
    
    
    
    (1,858
    )
    
    
    6,148Eccles Avenue(4)
    
    
    1965/1995
    
    
    
    
    
    
    
    21,257
    
    
    
    
    
    
    
    608
    
    
    
    1,948
    
    
    
    21,257
    
    
    
    2,557
    
    
    
    23,814
    
    
    
    (608
    )
    
    
    23,206Eisenhower Road
    
    
    1973/2000
    
    
    
    
    
    
    
    416
    
    
    
    
    
    
    
    2,614
    
    
    
    746
    
    
    
    416
    
    
    
    3,360
    
    
    
    3,776
    
    
    
    (527
    )
    
    
    3,249Elliott Avenue(4)
    
    
    1925/2004
    
    
    
    
    
    
    
    10,124
    
    
    
    
    
    
    
    38,911
    
    
    
    26,234
    
    
    
    10,124
    
    
    
    65,145
    
    
    
    75,269
    
    
    
    (2,847
    )
    
    
    72,42221 Erie Street
    
    
    1925/2004
    
    
    
    
    
    
    
    3,366
    
    
    
    
    
    
    
    18,372
    
    
    
    59
    
    
    
    3,366
    
    
    
    18,431
    
    
    
    21,797
    
    
    
    (2,126
    )
    
    
    19,67140 Erie Street
    
    
    1996
    
    
    
    
    
    
    
    7,593
    
    
    
    
    
    
    
    33,765
    
    
    
    121
    
    
    
    7,593
    
    
    
    33,886
    
    
    
    41,479
    
    
    
    (3,888
    )
    
    
    37,591500 Fairview Avenue
    
    
    1959/1991
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,285
    
    
    
    13
    
    
    
    
    
    
    
    3,298
    
    
    
    3,298
    
    
    
    (1,330
    )
    
    
    1,968530 Fairview Avenue
    
    
    2008
    
    
    
    
    
    
    
    2,703
    
    
    
    
    
    
    
    694
    
    
    
    41,654
    
    
    
    2,703
    
    
    
    42,349
    
    
    
    45,052
    
    
    
    (1,587
    )
    
    
    43,465Faraday Avenue
    
    
    1986
    
    
    
    
    
    
    
    1,370
    
    
    
    
    
    
    
    7,201
    
    
    
    
    
    
    
    1,370
    
    
    
    7,201
    
    
    
    8,571
    
    
    
    (775
    )
    
    
    7,796Forbes Boulevard
    
    
    1978
    
    
    
    
    
    
    
    19,250
    
    
    
    
    
    
    
    13,334
    
    
    
    464
    
    
    
    19,250
    
    
    
    13,798
    
    
    
    33,048
    
    
    
    (778
    )
    
    
    32,270Fresh Pond Research Park
    
    
    1948/2002
    
    
    
    
    
    
    
    3,500
    
    
    
    
    
    
    
    18,322
    
    
    
    281
    
    
    
    3,500
    
    
    
    18,603
    
    
    
    22,103
    
    
    
    (2,270
    )
    
    
    19,833George Patterson Boulevard
    
    
    1996/2005
    
    
    
    
    
    
    
    1,575
    
    
    
    
    
    
    
    11,029
    
    
    
    275
    
    
    
    1,575
    
    
    
    11,304
    
    
    
    12,879
    
    
    
    (1,204
    )
    
    
    11,675Graphics Drive
    
    
    1992/2007
    
    
    
    
    
    
    
    800
    
    
    
    
    
    
    
    6,577
    
    
    
    5,273
    
    
    
    800
    
    
    
    11,850
    
    
    
    12,650
    
    
    
    (2,173
    )
    
    
    10,477Industrial Road
    
    
    2001/2005
    
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    41,718
    
    
    
    14,292
    
    
    
    12,000
    
    
    
    56,010
    
    
    
    68,010
    
    
    
    (17,214
    )
    
    
    50,796John Hopkins Court
    
    
    1991/2008
    
    
    
    
    
    
    
    3,560
    
    
    
    
    
    
    
    19,526
    
    
    
    10,433
    
    
    
    3,560
    
    
    
    29,932
    
    
    
    33,519
    
    
    
    (1,433
    )
    
    
    32,086Kaiser Drive
    
    
    1990
    
    
    
    
    
    
    
    3,430
    
    
    
    
    
    
    
    6,093
    
    
    
    2,173
    
    
    
    3,430
    
    
    
    8,265
    
    
    
    11,695
    
    
    
    (721
    )
    
    
    10,974500 Kendall Street
(Kendall D)
    
    
    2002
    
    
    
    66,077
    
    
    
    3,572
    
    
    
    
    
    
    
    166,308
    
    
    
    572
    
    
    
    3,572
    
    
    
    166,880
    
    
    
    170,452
    
    
    
    (19,230
    )
    
    
    151,222King of Prussia Road
    
    
    1954/2004
    
    
    
    
    
    
    
    12,813
    
    
    
    
    
    
    
    66,152
    
    
    
    1,023
    
    
    
    12,813
    
    
    
    67,175
    
    
    
    79,988
    
    
    
    (9,117
    )
    
    
    70,871
  93




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##### Table of Contents



Gross amount carried at December 31,Initial Cost
    
    
    Costs
    
    
    2009Year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Buildings
    
    
    Capitalized
    
    
    
    
    
    
    BuildingsBuilt/
    
    
    
    
    
    
    
    
    
    
    Ground
    
    
    and
    
    
    Subsequent
    
    
    
    
    
    
    and
    
    
    
    
    
    
    AccumulatedProperty
    
    Renovated
    
    
    Encumbrances
    
    
    Land
    
    
    Lease
    
    
    Improvements
    
    
    to Acquisition
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Depreciation
    
    
    Net(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2)
    
    
    (3)Landmark at Eastview(5)
    
    
    1958/2008
    
    
    
    
    
    
    
    
    
    
    
    14,210
    
    
    
    61,996
    
    
    
    124,144
    
    
    
    16,856
    
    
    
    183,494
    
    
    
    200,350
    
    
    
    (12,692
    )
    
    
    187,658Lucent Drive
    
    
    2004
    
    
    
    5,129
    
    
    
    265
    
    
    
    
    
    
    
    5,888
    
    
    
    
    
    
    
    265
    
    
    
    5,888
    
    
    
    6,153
    
    
    
    (675
    )
    
    
    5,478Monte Villa Parkway
    
    
    1996/2002
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    10,711
    
    
    
    382
    
    
    
    1,020
    
    
    
    11,093
    
    
    
    12,113
    
    
    
    (1,455
    )
    
    
    10,6586114-6154 Nancy Ridge Drive
    
    
    1994
    
    
    
    
    
    
    
    10,100
    
    
    
    
    
    
    
    28,611
    
    
    
    16,378
    
    
    
    10,100
    
    
    
    44,989
    
    
    
    55,089
    
    
    
    (2,318
    )
    
    
    52,7716828 Nancy Ridge Drive
    
    
    1983/2001
    
    
    
    6,595
    
    
    
    2,344
    
    
    
    
    
    
    
    9,611
    
    
    
    484
    
    
    
    2,344
    
    
    
    10,095
    
    
    
    12,439
    
    
    
    (1,429
    )
    
    
    11,010One Research Way
    
    
    1980/2008
    
    
    
    
    
    
    
    1,813
    
    
    
    
    
    
    
    6,454
    
    
    
    2,990
    
    
    
    1,813
    
    
    
    9,444
    
    
    
    11,257
    
    
    
    (408
    )
    
    
    10,849Pacific Center Boulevard
    
    
    1991/2008
    
    
    
    
    
    
    
    5,400
    
    
    
    
    
    
    
    11,493
    
    
    
    2,872
    
    
    
    5,400
    
    
    
    14,365
    
    
    
    19,765
    
    
    
    (1,314
    )
    
    
    18,451Pacific Research Center
    
    
    2000/2008
    
    
    
    
    
    
    
    74,147
    
    
    
    
    
    
    
    142,437
    
    
    
    80,581
    
    
    
    74,147
    
    
    
    223,019
    
    
    
    297,166
    
    
    
    (10,456
    )
    
    
    286,710Phoenixville Pike
    
    
    1989/2008
    
    
    
    
    
    
    
    1,204
    
    
    
    
    
    
    
    10,879
    
    
    
    8,148
    
    
    
    1,204
    
    
    
    19,028
    
    
    
    20,232
    
    
    
    (2,726
    )
    
    
    17,506Road to the Cure
    
    
    1977/2007
    
    
    
    14,956
    
    
    
    4,430
    
    
    
    
    
    
    
    19,129
    
    
    
    3,077
    
    
    
    4,430
    
    
    
    22,206
    
    
    
    26,636
    
    
    
    (1,322
    )
    
    
    25,314San Diego Science Center
    
    
    1973/2002
    
    
    
    
    
    
    
    3,871
    
    
    
    
    
    
    
    21,875
    
    
    
    1,049
    
    
    
    3,871
    
    
    
    22,924
    
    
    
    26,795
    
    
    
    (3,056
    )
    
    
    23,739Science Center Drive
    
    
    1995
    
    
    
    10,981
    
    
    
    2,630
    
    
    
    
    
    
    
    16,029
    
    
    
    
    
    
    
    2,630
    
    
    
    16,029
    
    
    
    18,659
    
    
    
    (2,160
    )
    
    
    16,499Shady Grove Road
    
    
    2003
    
    
    
    147,000
    
    
    
    28,601
    
    
    
    
    
    
    
    197,548
    
    
    
    2,166
    
    
    
    28,601
    
    
    
    199,714
    
    
    
    228,315
    
    
    
    (18,785
    )
    
    
    209,530Sidney Street
    
    
    2000
    
    
    
    28,322
    
    
    
    7,580
    
    
    
    
    
    
    
    50,459
    
    
    
    29
    
    
    
    7,580
    
    
    
    50,488
    
    
    
    58,068
    
    
    
    (5,798
    )
    
    
    52,270Sorrento Valley Boulevard
    
    
    1982
    
    
    
    
    
    
    
    4,140
    
    
    
    
    
    
    
    15,034
    
    
    
    2
    
    
    
    4,140
    
    
    
    15,036
    
    
    
    19,176
    
    
    
    (1,406
    )
    
    
    17,770Spring Mill Drive
    
    
    1988
    
    
    
    
    
    
    
    1,074
    
    
    
    
    
    
    
    7,948
    
    
    
    489
    
    
    
    1,074
    
    
    
    8,437
    
    
    
    9,511
    
    
    
    (1,087
    )
    
    
    8,424Trade Centre Avenue
    
    
    1997
    
    
    
    
    
    
    
    3,275
    
    
    
    
    
    
    
    15,404
    
    
    
    
    
    
    
    3,275
    
    
    
    15,404
    
    
    
    18,679
    
    
    
    (1,616
    )
    
    
    17,063Torreyana Road
    
    
    1980/1997
    
    
    
    
    
    
    
    7,660
    
    
    
    
    
    
    
    24,468
    
    
    
    
    
    
    
    7,660
    
    
    
    24,468
    
    
    
    32,128
    
    
    
    (1,785
    )
    
    
    30,3439865 Towne Centre Drive
    
    
    2008
    
    
    
    
    
    
    
    5,738
    
    
    
    
    
    
    
    2,991
    
    
    
    20,208
    
    
    
    5,738
    
    
    
    23,198
    
    
    
    28,936
    
    
    
    (1,393
    )
    
    
    27,5439885 Towne Centre Drive
    
    
    2001/2008
    
    
    
    17,884
    
    
    
    4,982
    
    
    
    
    
    
    
    28,513
    
    
    
    
    
    
    
    4,982
    
    
    
    28,513
    
    
    
    33,495
    
    
    
    (3,831
    )
    
    
    29,664Tributary Street
    
    
    1983/1998
    
    
    
    
    
    
    
    2,060
    
    
    
    
    
    
    
    10,597
    
    
    
    
    
    
    
    2,060
    
    
    
    10,597
    
    
    
    12,657
    
    
    
    (1,336
    )
    
    
    11,321900 Uniqema Boulevard
    
    
    2000
    
    
    
    1,191
    
    
    
    404
    
    
    
    
    
    
    
    3,692
    
    
    
    
    
    
    
    404
    
    
    
    3,692
    
    
    
    4,096
    
    
    
    (393
    )
    
    
    3,7031000 Uniqema Boulevard
    
    
    1999
    
    
    
    
    
    
    
    1,350
    
    
    
    
    
    
    
    13,229
    
    
    
    
    
    
    
    1,350
    
    
    
    13,229
    
    
    
    14,579
    
    
    
    (1,405
    )
    
    
    13,174Vassar Street
    
    
    1950/1998
    
    
    
    
    
    
    
    2,040
    
    
    
    
    
    
    
    13,841
    
    
    
    
    
    
    
    2,040
    
    
    
    13,841
    
    
    
    15,881
    
    
    
    (1,586
    )
    
    
    14,295Waples Street
    
    
    1983/2005
    
    
    
    
    
    
    
    2,470
    
    
    
    
    
    
    
    2,907
    
    
    
    11,039
    
    
    
    2,470
    
    
    
    13,946
    
    
    
    16,416
    
    
    
    (4,592
    )
    
    
    11,824Walnut Street
    
    
    1972/2004
    
    
    
    
    
    
    
    5,200
    
    
    
    
    
    
    
    36,068
    
    
    
    
    
    
    
    5,200
    
    
    
    36,068
    
    
    
    41,268
    
    
    
    (3,746
    )
    
    
    37,522675 West Kendall Street (Kendall A)
    
    
    2002
    
    
    
    
    
    
    
    4,922
    
    
    
    
    
    
    
    121,182
    
    
    
    33
    
    
    
    4,922
    
    
    
    121,215
    
    
    
    126,137
    
    
    
    (13,886
    )
    
    
    112,251217th Place
    
    
    1987/2007
    
    
    
    
    
    
    
    7,125
    
    
    
    
    
    
    
    3,529
    
    
    
    14,628
    
    
    
    7,125
    
    
    
    18,156
    
    
    
    25,281
    
    
    
    (1,326
    )
    
    
    23,955Total
    
    
    
    
    
    $
    662,484
    
    
    $
    401,866
    
    
    $
    14,210
    
    
    $
    2,120,478
    
    
    $
    679,987
    
    
    $
    419,901
    
    
    $
    2,796,640
    
    
    $
    3,216,541
    
    
    $
    (244,774
    )
    
    $
    2,971,767
 
 (1)
    
    Includes mortgage notes secured by various properties and the construction loan secured by the Center for
Life Science | Boston property, but excludes unamortized debt premium of $6,970.(2)
    
    The aggregate gross cost of the Companys rental property for federal income tax purposes approximated $3.1
billion as of December 31, 2009 (unaudited).(3)
    
    Depreciation of building and improvements is recorded on a straight-line basis over the estimated useful
lives ranging from less than 1 year to 40 years.(4)
    
    The property or a portion of the property was under pre-development or redevelopment as of December 31, 2009.(5)
    
    During 2007, the Company acquired a fee simple interest in the land at its Landmark at Eastview property.
The balance of $14.2 million was subsequently reclassified from ground lease to land.  94




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##### Table of Contents



Year Ended December 31,2009
    
    
    2008
    
    
    2007Investment in real estate:Balance at beginning of year
    
    $
    3,122,539
    
    
    $
    2,912,043
    
    
    $
    2,518,300Property acquisitions
    
    
    
    
    
    
    3,286
    
    
    
    134,457Improvements
    
    
    94,002
    
    
    
    207,210
    
    
    
    259,286Balance at end of year
    
    $
    3,216,541
    
    
    $
    3,122,539
    
    
    $
    2,912,043Accumulated Depreciation:Balance at beginning of year
    
    $
    (162,110
    )
    
    $
    (104,444
    )
    
    $
    (60,579
    )Depreciation expense
    
    
    (82,664
    )
    
    
    (57,666
    )
    
    
    (43,865
    )Balance at end of year
    
    $
    (244,774
    )
    
    $
    (162,110
    )
    
    $
    (104,444
    )
   95




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##### Table of Contents



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
     96




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  
 Item 9B.
    
    Other Information
  
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
    
 Item 11.
    
    Executive Compensation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 Item 14.
    
    Principal Accountant Fees and Services
   97




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##### Table of Contents



Item 15.
    
    Exhibits and Financial Statement Schedules
 (b) Exhibits
 ExhibitNumber
    
    Description3.1
    
    
    Articles of Amendment and Restatement of BioMed Realty Trust, Inc.(1)3.2
    
    
    Articles of Amendment of BioMed Realty Trust, Inc.(2)3.3
    
    
    Second Amended and Restated Bylaws of BioMed Realty Trust, Inc.(3)3.4
    
    
    Articles Supplementary Classifying BioMed Realty Trust, Inc.s 7.375% Series A Cumulative Redeemable Preferred
Stock.(4)4.1
    
    
    Form of Certificate for Common Stock of BioMed Realty Trust, Inc.(5)4.2
    
    
    Form of Certificate for 7.375% Series A Cumulative Redeemable Preferred Stock of BioMed Realty Trust, Inc.(4)4.3
    
    
    Indenture, dated September 25, 2006, among BioMed Realty, L.P., BioMed Realty Trust, Inc. and U.S. Bank National
Association, as trustee, including the form of 4.50% Exchangeable Senior Notes due 2026.(6)4.4
    
    
    Indenture, dated January 11, 2010, among BioMed Realty, L.P., BioMed Realty Trust, Inc. and U.S. Bank National
Association, as trustee, including the form of 3.75% Exchangeable Senior Notes due 2030.(7)10.1
    
    
    Fourth Amended and Restated Agreement of Limited Partnership of BioMed Realty, L.P. dated as of January 18, 2007.(8)10.2
    
    
    Registration Rights Agreement dated as of August 13, 2004 among BioMed Realty Trust, Inc. and the persons named
therein.(1)10.3
    
    
    2004 Incentive Award Plan of BioMed Realty Trust, Inc. and BioMed Realty, L.P. (as Amended and Restated Effective May
27, 2009).(10)10.4
    
    
    First Amendment to 2004 Incentive Award Plan of BioMed Realty Trust, Inc. and BioMed Realty, L.P. (as Amended and
Restated Effective May 27, 2009).(12)10.5
    
    
    Form of Restricted Stock Award Agreement under the 2004 Incentive Award Plan.(11)10.6
    
    
    Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2004 Incentive Award
Plan.(12)10.7
    
    
    Form of Long Term Incentive Plan Unit Award Agreement.(9)10.8
    
    
    Form of Indemnification Agreement between BioMed Realty Trust, Inc. and each of its directors and officers.(5)10.9
    
    
    Amended and Restated Employment Agreement dated as of December 14, 2007 between BioMed Realty Trust, Inc., BioMed
Realty, L.P. and Alan D. Gold.(13)10.10
    
    
    Amended and Restated Employment Agreement dated as of December 14, 2007 between BioMed Realty Trust, Inc., BioMed
Realty, L.P. and Gary A. Kreitzer.(13)10.11
    
    
    Amended and Restated Employment Agreement dated as of December 14, 2007 between BioMed Realty Trust, Inc., BioMed
Realty, L.P. and R. Kent Griffin, Jr.(13)10.12
    
    
    Amended and Restated Employment Agreement dated as of December 14, 2007 between BioMed Realty Trust, Inc., BioMed
Realty, L.P. and Matthew G. McDevitt.(13)10.13
    
    
    First Amendment to Amended and Restated Employment Agreement effective as of December 15, 2008 by and among BioMed
Realty Trust, Inc., BioMed Realty, L.P. and Alan D. Gold.(14)10.14
    
    
    First Amendment to Amended and Restated Employment Agreement effective as of December 15, 2008 by and among BioMed
Realty Trust, Inc., BioMed Realty, L.P. and Kent Griffin.(14)10.15
    
    
    First Amendment to Amended and Restated Employment Agreement effective as of December 15, 2008 by and among BioMed
Realty Trust, Inc., BioMed Realty, L.P. and Gary A. Kreitzer.(14)10.16
    
    
    First Amendment to Amended and Restated Employment Agreement effective as of December 15, 2008 by and among BioMed
Realty Trust, Inc., BioMed Realty, L.P. and Matthew G. McDevitt.(14)10.17
    
    
    Contribution Agreement between Alan D. Gold and BioMed Realty, L.P. dated as of May 4, 2004.(5)10.18
    
    
    Contribution Agreement between Gary A. Kreitzer and BioMed Realty, L.P. dated as of May 4, 2004.(5)10.19
    
    
    Contribution Agreement between John F. Wilson, II and BioMed Realty, L.P. dated as of May 4, 2004.(5)10.20
    
    
    Contribution Agreement between Matthew G. McDevitt and BioMed Realty, L.P. dated as of May 4, 2004.(5)10.21
    
    
    Form of Contribution Agreement between the additional contributors and BioMed Realty, L.P. dated as of May 4, 2004.(5)10.22
    
    
    BioMed Realty 401(k) Retirement Savings Plan.(11)
  98




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##### Table of Contents



ExhibitNumber
    
    Description10.23
    
    
    First Amendment to the BioMed Realty 401(k) Retirement Savings Plan.(11)10.24
    
    
    Second Amendment to the BioMed Realty 401(k) Retirement Savings Plan.(11)10.25
    
    
    Good Faith Amendment to the BioMed Realty 401(k) Retirement Savings Plan.(15)10.26
    
    
    Third Amendment to the BioMed Realty 401(k) Retirement Savings Plan.(15)10.27
    
    
    Amendment for the Final 401(k) / 401(m) Regulations to the BioMed Realty 401(k) Retirement Savings Plan.(8)10.28
    
    
    Final 415 Regulations Amendment to the BioMed Realty 401(k) Retirement Savings Plan.(16)10.29
    
    
    Sixth Amendment to the BioMed Realty 401(k) Retirement Savings Plan.(16)10.30
    
    
    Form of Secured Term Loan Note.(17)10.31
    
    
    First Amended and Restated Secured Term Loan Agreement, dated as of August 1, 2007, by and among BioMed Realty, L.P.,
KeyBank National Association, as Administrative Agent, and certain lenders party thereto.(18)10.32
    
    
    Form of Line Note under Unsecured Credit Agreement.(17)10.33
    
    
    Form of Term Note under Unsecured Credit Agreement.(17)10.34
    
    
    Second Amended and Restated Unsecured Credit Agreement, dated as of August 1, 2007, by and among BioMed Realty, L.P.,
KeyBank National Association, as Administrative Agent, and certain lenders party thereto.(18)10.35
    
    
    First Amendment to Second Amended and Restated Unsecured Credit Agreement, dated as of November 23, 2009, by and
among BioMed Realty, L.P., KeyBank National Association, as Administrative Agent, and certain lenders party
thereto.(19)10.36
    
    
    Second Amendment to Second Amended and Restated Unsecured Credit Agreement, dated as of December 4, 2009, by and
among BioMed Realty, L.P., KeyBank National Association, as Administrative Agent, and certain lenders party
thereto.(20)10.37
    
    
    Lease Agreement, dated as of May 24, 2006, between BMR-Belward Campus Drive LSM LLC and Human Genome Sciences,
Inc.(21)10.38
    
    
    Lease Agreement, dated as of May 24, 2006, between BMR-Shady Grove Road HQ LLC and Human Genome Sciences, Inc.(21)10.39
    
    
    Registration Rights Agreement, dated September 25, 2006, among BioMed Realty Trust, Inc., BioMed Realty, L.P., Credit
Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated.(6)10.40
    
    
    Registration Rights Agreement, dated January 11, 2010, among BioMed Realty Trust, Inc., BioMed Realty, L.P., Deutsche
Bank Securities Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and UBS Securities
LLC.(7)10.41
    
    
    Director Compensation Policy.(12)10.42
    
    
    Dividend Reinvestment and Stock Purchase Plan.(22)12.1
    
    
    Ratio of Earnings to Fixed Charges.(12)21.1
    
    
    List of Subsidiaries of BioMed Realty Trust, Inc.(12)23.1
    
    
    Consent of KPMG LLP.(12)31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(12)31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(12)32.1
    
    
    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(12)
 
 (1)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on September 20, 2004.(2)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 12, 2009.(3)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on October 30, 2008.  99




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##### Table of Contents



(4)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on January 17, 2007.(5)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Registration Statement of Form S-11, as amended (File No.
333-115204), filed with the Securities and Exchange Commission on May
5, 2004.(6)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 26, 2006.(7)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 11, 2011.(8)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 28, 2007.(9)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 5, 2007.(10)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 1, 2009.(11)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 14, 2005.(12)
    
    Filed herewith.(13)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 18, 2007.(14)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 19, 2008.(15)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 15, 2006.(16)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on April 30, 2009.(17)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 3, 2005.(18)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 7, 2007.(19)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 30, 2009.(20)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 7, 2009.(21)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 26, 2006.(22)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Registration Statement on Form S-3 (File No. 333-143658), filed with
the Securities and Exchange Commission on June 11, 2007.  100




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##### Table of Contents



SIGNATURES
  BioMed Realty Trust, Inc./s/ ALAN D. GOLD

Alan D. GoldChairman of the Board andChief Executive Officer(Principal Executive Officer)/s/ KENT GRIFFIN

Kent GriffinPresident, Chief Operating Officer andChief Financial Officer(Principal Financial Officer)/s/ GREG N. LUBUSHKIN

Greg N. LubushkinVice President, Chief Accounting Officer(Principal Accounting Officer)
   Signature
    
    Title
    
    Date/s/ BARBARA R. CAMBON

Barbara R. Cambon
    
    Director
    
    February 12, 2010/s/ EDWARD A. DENNIS

Edward A. Dennis
    
    Director
    
    February 12, 2010/s/ RICHARD I. GILCHRIST

Richard I. Gilchrist
    
    Director
    
    February 12, 2010/s/ GARY A. KREITZER

Gary A. Kreitzer
    
    Executive Vice President,
General Counsel and Director
    
    February 12, 2010/s/ THEODORE D. ROTH

Theodore D. Roth
    
    Director
    
    February 12, 2010/s/ M. FAYE WILSON

M. Faye Wilson
    
    Director
    
    February 12, 2010
  101