UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2009

Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
(Exact name of registrant as specified in charter)

MARYLAND
(Brandywine Realty Trust)
   
001-9106
   
 23-2413352
DELAWARE
(Brandywine Operating Partnership, L.P.)
   
000-24407
   
23-2862640
(State or Other Jurisdiction of Incorporation or
Organization)
  
(Commission file number)
  
(I.R.S. Employer
Identification Number)

555 East Lancaster Avenue, Suite 100
Radnor, PA 19087
(Address of principal executive offices)

(610) 325-5600
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 2.02
Results of Operations and Financial Condition
 
The information in this Current Report on Form 8-K is furnished under Item 2.02 – “Results of Operations and Financial Condition.”  Such information, including the exhibits attached hereto, shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
 
On October 28, 2009, we issued a press release announcing our financial results for the three- and nine-months ended September 30, 2009.  That press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
 
The press release includes “non-GAAP financial measures” within the meaning of the Securities and Exchange Commission’s Regulation G.  With respect to such non-GAAP financial measures, we have disclosed in the press release the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) and have provided a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measure.
 
Item 9.01 
Financial Statements and Exhibits
 
Exhibits
 
99.1
  
Brandywine Realty Trust Press Release dated October 28, 2009

 
 
 

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
  Brandywine Realty Trust
       
   
By:  
/s/ Howard M. Sipzner
     
Howard M. Sipzner
     
Executive Vice President and Chief
Financial Officer
       
  Brandywine Operating Partnership, its sole
  General Partner
       
   
By:
/s/ Howard M. Sipzner
     
Howard M. Sipzner
     
Executive Vice President and Chief
Financial Officer

Date: October 29, 2009

 
 
 

EXHIBIT INDEX

Exhibit
    
No.
  
Description
     
99.1
  
Press Release dated October 28, 2009