SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 March 19, 2026

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 Office of Real Estate &
Construction

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Brandywine Realty Trust

Brandywine Operating Partnership, L.P.

Registration Statement on Form S-3

Filed March 10, 2026

File No. 333-294182

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Brandywine Realty Trust and Brandywine Operating Partnership, L.P. hereby request acceleration of the effectiveness of the Registration Statement on Form S-3 (File
No. 333-294182) to March 23, 2026, at 4:00 p.m., Eastern time, or as soon as possible thereafter.

 Very truly yours,

 Brandywine Realty Trust

By:

 /s/ Gerard H. Sweeney

Name:

 Gerard H. Sweeney

Its:

 President and Chief Executive Officer

 Brandywine Operating Partnership, L.P.

By:

Brandywine Realty Trust, its General Partner

By:

 /s/ Gerard H. Sweeney

Name:

 Gerard H. Sweeney

Its:

 President and Chief Executive Officer

March 17, 2026
Gerard H. Sweeney
President and Chief Executive Officer
BRANDYWINE REALTY TRUST
2929 Arch Street, Suite 1800
Philadelphia, Pennsylvania 19104
Gerard H. Sweeney
President and Chief Executive Officer
BRANDYWINE OPERATING PARTNERSHIP, L.P.
2929 Arch Street, Suite 1800
Philadelphia, Pennsylvania 19104
Re:BRANDYWINE REALTY TRUST
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Registration Statement on Form S-3
Filed March 10, 2026
File No. 333-294182
Dear Gerard H. Sweeney and Gerard H. Sweeney:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Pam Howell at 202-551-3357 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

February 20, 2025
Thomas E. Wirth
Chief Financial Officer
Brandywine Realty Trust
2929 Arch Street, Suite 1800
Philadelphia, PA 19104
Re:Brandywine Realty Trust
Form 8-K Filed May 7, 2024
File No. 001-09106
Dear Thomas E. Wirth:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Document

www.brandywinerealty.com

Cira Centre |  2929 Arch Street, Suite 1800  |  Philadelphia, PA 19104  |  t 610.325.5600  f 610.325.5622

December 6, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

101 F. Street, N.E.

Washington, D.C. 20549

ATTN:  Aliya Ishmukhamedova and James Lopez

Re:      Brandywine Realty Trust

    Amendment No. 1 to Current Report on Form 8-K

    Filed May 28, 2024

    File No.  001-09106

Ladies and Gentlemen:

On behalf of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. (together, the “Company”), we set forth below the Company’s response to the comment of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in the letter dated December 2, 2024 to the Company (the “Comment Letter”) regarding Amendment No. 1 to the Current Report on Form 8-K filed by the Company with the Commission on May 28, 2024 (“Amendment No. 1”). The Company filed Amendment No. 1 to amend the Company’s Current Report on Form 8-K filed with the Commission on May 7, 2024.

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response.

Response letter dated June 20, 2024

General

1.We note your response letter and amended Item 1.05 Form 8-K, which states that the incident has not had a material impact on your financial condition or

300856042v6

results of operations, and you do not believe it is reasonably likely to materially impact your financial condition or results of operations. Please confirm that, in future filings, where you have not determined that the incident has had a material impact to the company or is reasonably likely to have a material impact to the company, including its financial condition and results of operations, you will consider filing disclosures under Item 8.01 of Form 8-K rather than Item 1.05 of Form 8-K.

Company Response: The Company acknowledges the Staff’s comment and confirms that in future filings where the Company has not determined that a cybersecurity incident has had a material impact to the Company or is reasonably likely to have a material impact to the Company, including the Company’s financial condition and results of operations, the Company will consider filing disclosures under Item 8.01 of Form 8-K rather than under Item 1.05 of Form 8-K.

If you have any questions concerning this response, please contact me at 610-832-7434.

Best Regards,

/s/ Thomas E. Wirth

Thomas E. Wirth

Executive Vice President & CFO

Brandywine Realty Trust

    2

December 3, 2024
Thomas E. Wirth
Chief Financial Officer
Brandywine Operating Partnership, L.P.
2929 Arch Street, Suite 1800
Philadelphia, PA 19104
Re:Brandywine Operating Partnership, L.P.
Form 8-K Filed May 07, 2024
File No. 000-24407
Dear Thomas E. Wirth:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Document

www.brandywinerealty.com

Cira Centre |  2929 Arch Street, Suite 1800  |  Philadelphia, PA 19104  |  t 610.325.5600  f 610.325.5622

November 6, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

101 F. Street, N.E.

Washington, D.C. 20549

ATTN:  Aliya Ishmukhamedova and James Lopez

Re:      Brandywine Realty Trust

    Brandywine Operating Partnership, L.P.

    Amendment No. 1 to Current Report on Form 8-K

    Filed May 28, 2024

    File No.  000-24407

Ladies and Gentlemen:

On behalf of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. (together, the “Company”), we set forth below the Company’s response to the comment of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in the letter dated November 1, 2024 to the Company (the “Comment Letter”) regarding Amendment No. 1 to the Current Report on Form 8-K filed by the Company with the Commission on May 28, 2024 (“Amendment No. 1”). The Company filed Amendment No. 1 to amend the Company’s Current Report on Form 8-K filed with the Commission on May 7, 2024.

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response.

Response letter dated June 20, 2024

General

1.We note your response letter and amended Item 1.05 Form 8-K, which states that the incident has not had a material impact on your financial condition or

300856042v6

results of operations, and you do not believe it is reasonably likely to materially impact your financial condition or results of operations. Please confirm that, in future filings, where you have not determined that the incident has had a material impact to the company or is reasonably likely to have a material impact to the company, including its financial condition and results of operations, you will consider filing disclosures under Item 8.01 of Form 8-K rather than Item 1.05 of Form 8-K.

Company Response: The Company acknowledges the Staff’s comment and confirms that in future filings where the Company has not determined that a cybersecurity incident has had a material impact to the Company or is reasonably likely to have a material impact to the Company, including the Company’s financial condition and results of operations, the Company will consider filing disclosures under Item 8.01 of Form 8-K rather than under Item 1.05 of Form 8-K.

If you have any questions concerning these responses, please contact me at 610-832-7434.

Best Regards,

/s/ Thomas E. Wirth

Thomas E. Wirth

Executive Vice President & CFO

Brandywine Realty Trust

    2

November 1, 2024
Thomas E. Wirth
Chief Financial Officer
Brandywine Operating Partnership, L.P.
2929 Arch Street, Suite 1800
Philadelphia, PA 19104
Re:Brandywine Operating Partnership, L.P.
Amendment No. 1 to Current Report on Form 8-K Filed May 28, 2024
Response letter dated June 20, 2024
File No. 000-24407
Dear Thomas E. Wirth:
            We have reviewed your June 20, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Response letter dated June 20, 2024
General
1.We note your response letter and amended Item 1.05 Form 8-K, which states that the
incident has not had a material impact on your financial condition or results of
operations, and you do not believe it is reasonably likely to materially impact your
financial condition or results of operations. Please confirm that, in future filings,
where you have not determined that the incident has had a material impact to the
company or is reasonably likely to have a material impact to the company, including
its financial condition and results of operations, you will consider filing disclosures
under Item 8.01 of Form 8-K rather than Item 1.05 of Form 8-K.

November 1, 2024
Page 2
            Please contact Aliya Ishmukhamedova at 202-551-7519 or James Lopez at 202-551-
3536 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

October 28, 2024
Thomas E. Wirth
Executive Vice President and Chief Financial Officer
Brandywine Realty Trust
2929 Arch Street, Suite 1800
Philadelphia, PA 19104
Re:Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
Forms 10-K for the year ended December 31, 2023
File Nos. 001-09106 and 000-24407
Dear Thomas E. Wirth:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

Document

www.brandywinerealty.com

Cira Centre |  2929 Arch Street, Suite 1800  |  Philadelphia, PA 19104  |  t 610.325.5600  f 610.325.5622

October 9, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

101 F. Street, N.E.

Washington, D.C. 20549

ATTN:  Eric McPhee, Shannon Menjivar, Catherine De Lorenzo and Isabel Rivera

Re:      Brandywine Realty Trust

    Form 10-K for the year ended December 31, 2023

    Form 10-Q for the Quarterly period ended June 30, 2024

    Response dated August 13, 2024

    File No.  001-09106

Brandywine Operating Partnership, L.P.

Form 10-K for the year ended December 31, 2023

    Form 10-Q for the Quarterly period ended June 30, 2024

    Response dated August 13, 2024

File No.  000-24407

Ladies and Gentlemen:

We are submitting this letter in response to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in the Staff’s letter dated September 23, 2024 (the “Comment Letter”) with regard to the combined Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) and the combined Form 10-Q for the quarterly period ended June 30, 2024 of Brandywine Realty Trust (“Parent Company”) and Brandywine Operating Partnership, L.P. (the “Operating Partnership” and, together with the Parent Company, the “Company”).

Set forth below in italicized text is the comment contained in the Comment Letter. Immediately below the Staff’s comment is the Company’s response to that comment.

Form 10-Q for the quarterly period ended June 30, 2024
Notes to Unaudited Consolidated Financial Statements
4. Investment in Unconsolidated Real Estate Ventures, page 18

1.We note your disclosure regarding the recapitalization of the MAP Venture. Please provide us with a detailed analysis of the transactions that occurred, how those transactions were accounted for, the current ownership of the venture, and how you are now accounting for this venture.

Company Response:

In response to the Staff’s comment, we are providing the below detailed analysis of the transaction.

Transaction Description.

Pre-Recapitalization:

Prior to the Recapitalization (as described and defined below) in June 2024, the Operating Partnership, through a direct wholly-owned subsidiary owned a 50% equity interest in a limited liability company, which we refer to in this Response as the “Original MAP Venture.” The remaining 50% equity interest in the Original MAP Venture was held by a third party (the “Former Member”) unaffiliated with the Company.

The Original MAP Venture, through a direct wholly-owned limited liability company, owned 100% of a limited liability company, which we refer to in this Response as the “MAP Ground Tenant.”

The Operating Partnership and the Former Member formed the Original MAP Venture and its subsidiaries in 2016 to acquire from the Operating Partnership a ground lease interest (through a 99-year ground lease (the “Ground Lease”)) in a portfolio of 58 office properties that contain an aggregate of 3,924,783 square feet located in the Pennsylvania Suburbs, New Jersey/Delaware, Metropolitan Washington, D.C. and Richmond, Virginia (collectively, the “Buildings”). Concurrently with the transfer of the Buildings to the Original MAP Venture, the Operating Partnership conveyed the land underlying the Buildings to an entity (the “Initial Ground Lessor” and, together with its subsequent assignee, the “MAP Ground Lessor”) and the Initial Ground Lessor entered into the Ground Lease with the MAP Ground Tenant.

    2

A wholly-owned subsidiary of the Operating Partnership provided, and continues to provide, management and leasing services for the Buildings and receives a management and leasing fee for such services.

In connection with the formation of the Original MAP Venture, the Original MAP Venture obtained non-recourse debt financing in the amount of approximately $180.8 million, secured by a leasehold mortgage on the Buildings. This loan had a maturity date of February 2018 and was subject to three successive one-year extension options. This loan was refinanced in 2018 by a non-recourse loan in the amount of $185.0 million, secured by a leasehold mortgage on the Buildings (the “MAP Venture Loan”), and with a maturity date of August 1, 2023. The lender under the MAP Venture Loan (the “MAP Mortgage Lender”) provided the Original MAP Venture with three successive two-month extensions until February 27, 2024. At December 31, 2023, the balance under the MAP Venture Loan was $179.8 million. As disclosed in the 2023 Form 10-K, at the time of the filing of the 2023 Form 10-K in February 2024, the Company and the Former Partner were actively endeavoring to recapitalize the Original MAP Venture and refinance, restructure or extend the maturity date of the MAP Venture Loan.

In connection with the formation and capitalization of the Original MAP Venture, the Company determined that the Original MAP Venture was a variable interest entity, or VIE, in accordance with the ASC 810, Consolidation. As a result, the Company used the VIE model to determine if the Company was required to consolidate the Original MAP Venture. Based on the provisions in the limited liability company agreement governing the operations of the Original MAP Venture, the Company determined that it shared with the Former Partner the power to control the activities that most significantly impacted the economics of the Original MAP Venture. Since control was shared, the Buildings were not consolidated by the Company and accounted for under the equity method of accounting.

The build-up of the Company’s negative investment balance in the Original MAP Venture was due to the Company making an election to provide financial support to the Original MAP Venture and as such recognizing its pro-rata share of losses and cash distributions in excess of its original investment balance. As of December 31, 2023, the Company's negative investment balance was $48.7 million and included within “Other Liabilities” on the consolidated balance sheets contained in the Company’s audited financial statements for the year ended December 31, 2023.

The Recapitalization:

In note 4 of the unaudited consolidated financial statements included in the Company’s combined Quarterly Report on Form 10-Q for the quarter ended June 30,

    3

2024, the Company disclosed the recapitalization of the Original MAP Venture, comprised of several related transactions between the Company, the Former Partner, the MAP Ground Lessor and the MAP Mortgage Lender. We refer to these related transactions, collectively, as the “Recapitalization.”

Through the Recapitalization, and as detailed below: (1) a wholly-owned subsidiary of the Operating Partnership purchased, for $10.00, the entire equity interest of the Former Member in the Original MAP Venture (the “Buy-out Component”); (2) an entity owned by the Operating Partnership and an entity owned by the MAP Ground Lessor (an unrelated 3rd party) formed a new limited liability company, which we refer to in this Response as the “KB Venture,” to purchase 14 of the Buildings from the Original MAP Venture (the “Building Sale Component”); and (3) the Original MAP Venture used a portion of the proceeds from the sale of the 14 Buildings to fund a partial ($24.5 million) payment on account of the MAP Venture Loan concurrently with the bifurcation of the MAP Venture Loan into an “A Note” with a principal balance of $122.5 million and a ”B Note” with a principal balance of $32.0 million (the “Loan Restructuring Component”). As part of the Loan Restructuring Component, the MAP Mortgage Lender obtained the right to receive, in addition to payments of interest and principal on the A Note and B Note, approximately 95% of the net cash flows from the operations of, and the net capital proceeds from the sales of, the Buildings. The three components of the Recapitalization event were negotiated together, contingent upon each other, and occurred contemporaneously.  Given the inter-dependency of the three components, the Company looked at this as one transaction where the Company did not gain sole control, at any time during the Recapitalization, over the operations of the Buildings.

The Buy-out Component: As the result of the Buy-out Component, as described above, the Original MAP Venture ceased to be a joint venture entity and the Company recorded the $53.8 million net gain on real estate venture transactions in the Consolidated Statement of Operations.   The gain is recognized due to the buyout of the prior equity partner, the Original MAP Venture no longer existing as a Joint Venture, the overall recapitalization event, and the intent to no longer fund future losses of the New MAP Venture. As used below, the term “New MAP Venture” refers to another entity within the Original MAP Venture after giving effect to the acquisition by wholly-owned subsidiaries of the Operating Partnership of 100% of the Original MAP Venture’s equity interests.

The Building Sale Component: Through the Building Sale Component, the MAP Ground Lessor made an initial capital contribution to the KB Venture in the amount of $13.0 million and loaned $13 million to the Original MAP Venture, which is evidenced by a three-year note that bears interest at approximately 4.66% per annum and the proceeds of which were contributed to the MAP Ground Tenant. In addition, the

    4

Operating Partnership loaned $13.0 million to the Original MAP Venture, which in turn contributed the proceeds to the MAP Ground Tenant. Thereupon, and as part of the Loan Restructuring Component, the MAP Ground Tenant used $24.5 million of the aggregate $26.0 million to fund a partial paydown of the MAP Venture Loan and retained the remaining $1.5 million to fund future capital expenditures at the Buildings that continue to secure the MAP Venture Loan. Also as part of the Building Sale Component, the New MAP Venture transferred, free from the mortgage of the MAP Mortgage Lender, 14 of the Buildings to the KB Venture at an agreed upon aggregate value of $26.0 million in exchange for a 66.66% capital interest and a 50.0% profits interest in the KB Venture. Accordingly, after giving effect to the foregoing, the MAP Ground Lessor held a 33.33% capital interest and a 50.0% profits and the New MAP Venture held the remaining interests in the KB Venture. The business plan of the KB Venture contemplate the prompt sales of the Buildings transferred to the KB Venture with proceeds from the sales used to fund repayment of the $13.0 million loan made by the MAP Ground Lessor to the MAP Venture and the balance distributed, in liquidation of the KB Venture, to the New MAP Venture (for application in turn to reduce the balance of the A Note discussed below) and to the MAP Ground Lessor in accordance with their respective capital interest percentages.

The Loan Restructuring Component: As noted above, the Loan Restructuring Component involved: (i) the $24.5 million payment by the MAP Ground Tenant on account of the MAP Venture Loan; (ii) the bifurcation of the MAP Venture Loan into an “A Note” with a principal balance of $122.5 million and a ”B Note” with a principal balance of $32.0 million; and (iii) receipt by the MAP Mortgage Lender of a “residual cash entitlement” as described below. Each of the A Note and B Note has a scheduled maturity date on March 1, 2027, subject to one, conditional two-year extension of the maturity date. The A Note is interest only during the initial three-year term and bears interest at SOFR plus 275 basis points. The B Note accrues interest at SOFR plus 275 basis points but no payments are due on the B Note priority to the maturity date.

As part of the restructured loan documents, all proceeds from the operations and dispositions of the Buildings owned by the MAP Ground Tenant are deposited into a cash management account maintained by the MAP Mortgage Lender and are to be applied in accordance with a specified “waterfall” and operating covenants.

In addition, the Operating Partnership agreed to fund up to $12 million for tenant and capital improvements required in excess of the leasing reserve pursuant to leases that the Operating Partnership proposes, in its discretion, to cause the New MAP Venture to enter into or otherwise undertakes, which capital would be subordinate to the A Note and accrue interest at 8.0% per annum.

    5

In addition, the restructured loan documents provide for the MAP Ground Tenant, working together with the MAP Ground Lessor, to sell the Buildings held by the MAP Ground Tenant (at or above agreed upon “release prices”) and apply the net sales proceeds, in part to fund past due amounts owing to the MAP Ground Lessor and in part to fund repayments of the A Note and B Note and in part to fund a brokerage fee (ranging from 2.0% to 1.0%) that would become payable to an affiliate of the Operating Partnership for services related to the sales.

Under the “waterfall,” after the MAP Ground Lessor has received the payments owing to it and after the A Note and B Note have been repaid in full, residual cash proceeds from the sales are to be split 95.0% to the MAP Mortgage Lender and 5.0% to the MAP Ground Tenant.

Accounting Analysis.

Based on the structure of the New MAP Venture, the Company considered the interests in the New MAP Venture to determine if it had a variable interest in the New MAP Venture. The Company determined that it has a variable interest in the New MAP Venture through its ownership of all of the “common” equity of the New MAP Venture and its 5% participation in any future residual proceeds after giving effect to loan repayments and to payments of other obligations owing to third parties, including the MAP Ground Lessor. The Company also determined that the MAP Mortgage Lender holds a variable interest in the New MAP Venture through its right to receive 95.0% of residual cash proceeds from sales of the Buildings. The Company then determined that the New MAP Venture is a variable interest entity. Finally, the Company analyzed if it is the primary beneficiary of the New MAP Venture. The Company determined that it is not the primary beneficiary of the New MAP Venture because the Company does not have the ability to direct the activities of the New MAP Venture that most significantly impact the economic performance of the New MAP Venture.

The Company considered ASC 810, Consolidation, and determined that the KB Venture does not meet the criteria to be considered a VIE. The KB Venture was assessed for consolidation under the Voting Interest Entity Model.  Under this model, the Company analyzed if it controlled the activities of KB Venture. The Company determined that it did not control the activities of KB Venture and therefore did not need to consolidate KB Venture because all major decisions must be unanimously approved by both members of the KB Venture. These major decisions include the acquisition or disposition of assets (other than sales prescriptively permitted in accordance with the operating agreement governing the KB Venture), entry into leases of space covering in excess of 15,000 square feet, debt incurrences, adoption of budgets, and other additional substantive items. In light of its analysis, the

    6

Company is accounting for the KB Venture as an unconsolidated equity method investment.

Currently, and after completion of the above transactions, the Company has a balance of zero in its equity method investment in the New MAP Venture. The New MAP Venture is expected to continue to generate losses but the Company has not guaranteed any of the obligations of the New MAP Venture or otherwise committed to funding any future losses.  As such, the Company has stopped recording losses in the new MAP venture and will maintain a zero investment balance on its books and re

September 23, 2024
Thomas E. Wirth
Executive Vice President and Chief Financial Officer
Brandywine Realty Trust
2929 Arch Street, Suite 1800
Philadelphia, PA 19104
Re:Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
Form 10-K for the year ended December 31, 2023
Form 10-Q for the quarterly period ended June 30, 2024
Response dated August 13, 2024
File Nos. 001-09106 and 000-24407
Dear Thomas E. Wirth:
            We have reviewed your August 13, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 30, 2024 letter.
Form 10-Q for the quarterly period ended June 30, 2024
Notes to Unaudited Consolidated Financial Statements
4. Investment in Unconsolidated Real Estate Ventures , page 18
1.We note your disclosure regarding the recapitalization of the MAP Venture. Please
provide us with a detailed analysis of the transactions that occurred, how those
transactions were accounted for, the current ownership of the venture, and how you are
now accounting for this venture.
            Please contact Eric McPhee at 202-551-3693 or Shannon Menjivar at 202-551-3856 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Isabel Rivera at 202-551-3518 with any other
questions.

September 23, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

Document

www.brandywinerealty.com

Cira Centre |  2929 Arch Street, Suite 1800  |  Philadelphia, PA 19104  |  t 610.325.5600  f 610.325.5622

August 13, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

101 F. Street, N.E.

Washington, D.C. 20549

ATTN:  Eric McPhee, Shannon Menjivar, Catherine De Lorenzo and Isabel Rivera

Re:      Brandywine Realty Trust

    Form 10-K for the year ended December 31, 2023

    File No.  001-09106

Brandywine Operating Partnership, L.P.

Form 10-K for the year ended December 31, 2023

File No.  000-24407

Ladies and Gentlemen:

We are submitting this letter in response to the written comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in the Staff’s letter dated July 30, 2024 (the “Comment Letter”) with regard to the Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. (together, the “Company”).

Set forth below in italicized text are the comments contained in the Comment Letter. Immediately below each of the Staff’s comments is the Company’s response to that comment, as applicable. For the convenience of the Staff’s review, each of the numbered paragraphs below corresponds to the numbered comment in the Comment Letter.

Form 10-K for the year ended December 31, 2023 Item 2. Properties, page 25

1.We acknowledge your response to prior comment 1. Please tell us, and in future Exchange Act reports discuss, how rent concessions, or abatements, tenant

300856042v6

improvements or other inducements, impacted your average annualized rent for the reporting period.

Company Response:

In response to the Staff’s comment, in our future Exchange Act reports, we will discuss how rent concessions, or abatements, tenant improvements or other inducements, impact our average annualized rent for the reporting period. In particular:

In our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Second Quarter Form 10-Q”), we expanded the table (on page 32) that summarizes leasing information, including average annual rent per square foot for each reporting period and average annualized capital as a percentage of average annual rent

We have also added a discussion below the table regarding the correlation between leasing capital costs and annualized rents. As reflected in the discussion, our actual annualized leasing capital costs as a percentage of annualized rents are largely a function of the composition of our leases to new tenants or renewals with existing tenants, in addition to size and timing of occupancy. We generally experience lower leasing costs in connection with the renewal of leases with existing tenants compared to leases with new tenants. Our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses), services and amenities, and the design and condition of the properties. As leases at our properties expire, we face competition to renew or re-let space in light of the competing properties within the applicable markets. As a result, and as part of customary lease negotiations, we are often required to provide rent concessions or abatements, incur charges for tenant improvements and other inducements, including early termination rights or potential below market renewal options, all of which impact, in varying degrees, annualized rents. Consistent with the foregoing, and as highlighted in footnote (6) to the leasing table on page 32, the reduction in our leasing capital costs for the three month period ended June 30, 2024 compared to the prior year period was primarily due to a large tenant that renewed a lease with a below average renewal term, resulting in lower leasing commissions and tenant improvements funded by us.

    2

2.We note your explanation in response to prior comment 2 that you use non-formulaic and qualitative adjectives to describe the mix of qualities taken into consideration within a given market. To provide investors with appropriate context, please tell us and in future Exchange Act periodic reports define the qualities of your assets or the qualities of prospective properties or developments that you consider in each market when determining whether a property is "quality" or "high quality."

Company Response:

In response to the Staff’s comment, in future Exchange Act reports, we will highlight and contextualize, as material, the qualities that we consider in assessing our current and prospective portfolio of properties. Our Second Quarter Form 10-Q, states, under an “Overview” section within the MD&A: “In assessing our portfolio properties as quality or high quality, we consider both quantitative and qualitative attributes of our Properties in relation to other properties within a given submarket or adjacent submarkets that compete with our portfolio for tenants. The attributes we consider in our assessment include the age and condition of the property, average asking rental rates, access to mass transit and highways, floorplate efficiencies, amenities within, and nearby, the property and availability of parking as well as market demographics such that bear on demand for space at our portfolio.”

Moreover, when we use non-formulaic and qualitative adjectives in future Exchange Act reports, we will explain, in connection with such use and as may be material to investor understanding of the context for such use, that the adjectives are subjective and involve management judgement. We believe our use of “quality” or “high-quality” reflect multiple attributes, such as those highlighted above, that, with minor variation, are universal within all of our submarkets, including building age and condition, floor plate size and efficiency, amenities offerings both nearby and within the property, location of the property to mass transportation, if applicable, and access to highways. As we noted in our response to the Staff’s comment letter dated May 2, 2024, we believe our use of “quality” and “high quality,” are reflective of the mix of these attributes sought by current and prospective tenants for their space needs in relation to competing properties within the applicable markets of the properties and are also reflective of attributes evaluated by current and prospective investors in our properties and those properties we might seek to develop, acquire or sell from time to time.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 39

    3

3.We note that your response to prior comment 3 indicates that within the Management's Discussion and Analysis section of your 2023 Annual Report on Form 10-K there was a specific discussion of the impacts that increased interest rates have had on your business, including the current impacts of higher interest rates on property valuations, acquisition/disposition activity, results of operations, financial condition, and liquidity. The discussion of the impact of interest rates within that section appears to be hypothetical, other than the results of operations discussion of interest expense and equity in loss of unconsolidated real estate ventures. While we note that the termination of the purchase and sale agreement was disclosed in the discussion of impairment charges, this was not linked to the increase in interest rates or the resulting reduced lending to owners of commercial real estate. Please tell us what consideration you gave to discussing this transaction, the reasons it was not successful, and the potential implications, within the Management's Discussion and Analysis section.

Company Response: We acknowledge the Staff’s comment. Our primary consideration for discussing this specific transaction was to highlight conditions, including higher interest rates and reduced lender activity, that we were experiencing and believed were emblematic of the current market. In this regard, the primary factors that contributed to the termination of the transaction were the lack of availability of third party financing on terms acceptable to the potential buyer, and our unwillingness to provide seller financing on terms mutually acceptable to the potential buyer and to us. We acknowledge the Staff’s comment that the discussion of the transaction in the Management's Discussion and Analysis section of the 2023 Form 10-K was not correlated to the foregoing market conditions bearing on costs and availability of capital; and we confirm that in future Exchange Act periodic reports we will include discussion consistent with the Staff’s comment and Item 303 of Regulation S-K.

In connection with this response, the Company acknowledges that the Company is responsible for the accuracy and adequacy of the Company’s disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Please let us know if you have any further questions or comments that we should address. I can be reached at 610-832-7434.

Best Regards,

/s/ Thomas E. Wirth

Thomas E. Wirth

Executive Vice President & CFO

    4

Brandywine Realty Trust

    5

July 30, 2024
Thomas E. Wirth
Executive Vice President and Chief Financial Officer
Brandywine Realty Trust
2929 Arch Street, Suite 1800
Philadelphia, PA 19104
Re:Brandywine Realty Trust
Form 10-K for the year ended December 31, 2023
File No. 001-09106
_
Brandywine Operating Partnership, L.P.
Form 10-K for the year ended December 31, 2023
File No. 000-24407
Dear Thomas E. Wirth:
            We have reviewed your May 23, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our May 2, 2024 letter.
Form 10-K for the year ended December 31, 2023
Item 2. Properties, page 25
1.We acknowledge your response to prior comment 1. Please tell us, and in future Exchange
Act reports discuss, how rent concessions or abatements, tenant improvements or other
inducements impacted your average annualized rent for the reporting period.
2.We note your explanation in response to prior comment 2 that you use non-formulaic and
qualitative adjectives to describe the mix of qualities taken into consideration within a
given market. To provide investors with appropriate context, please tell us and in future
Exchange Act periodic reports define the qualities of your assets or the qualities of
prospective properties or developments that you consider in each market when
determining whether a property is "quality" or "high quality."

July 30, 2024
Page 2
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 29
3.We note that your response to prior comment 3 indicates that within the Management's
Discussion and Analysis section of your 2023 Annual Report on Form 10-K there was a
specific discussion of the impacts that increased interest rates have had on your business,
including the current impacts of higher interest rates on property valuations,
acquisition/disposition activity, results of operations, financial condition, and liquidity.
The discussion of the impact of interest rates within that section appears to be
hypothetical, other than the results of operations discussion of interest expense and equity
in loss of unconsolidated real estate ventures. While we note that the termination of the
purchase and sale agreement was disclosed in the discussion of impairment charges, this
was not linked to the increase in interest rates or the resulting reduced lending to owners
of commercial real estate. Please tell us what consideration you gave to discussing this
transaction, the reasons it was not successful, and the potential implications, within the
Management's Discussion and Analysis section.
            Please contact Eric McPhee at 202-551-3693 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Isabel Rivera at 202-551-3518 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

Document

www.brandywinerealty.com

Cira Centre |  2929 Arch Street, Suite 1800  |  Philadelphia, PA 19104  |  t 610.325.5600  f 610.325.5622

June 20, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

101 F. Street, N.E.

Washington, D.C. 20549

ATTN:  Aliya Ishmukhamedova and James Lopez

Re:      Brandywine Realty Trust

    Brandywine Operating Partnership, L.P.

    Amendment No. 1 to Current Report on Form 8-K

    Filed May 28, 2024

    File No.  000-24407

Ladies and Gentlemen:

On behalf of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. (together, the “Company”), we set forth below the Company’s response to the comment of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in the letter dated June 10, 2024 to the Company (the “Comment Letter”) regarding Amendment No. 1 to the Current Report on Form 8-K filed by the Company with the Commission on May 28, 2024 (“Amendment No. 1”). The Company filed Amendment No. 1 to amend the Company’s Current Report on Form 8-K filed with the Commission on May 7, 2024 (the “Initial Form 8-K”).

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response.

Amendment No. 1 to Current Report on Form 8-K filed May 28, 2024

Item 1.05 Material Cybersecurity Incidents, page 1

1.    We note the statement that you experienced a cybersecurity incident. Please advise us as to why you determined to file under Item 1.05 of Form 8-K given the statement that the incident has not had a material impact on your financial condition or operations, and you do not believe the incident is reasonably likely to materially impact your financial condition or results of operations.

Company Response: The Company respectfully acknowledges the Staff’s comment. In response to the Staff’s comment, the Company determined to file the Initial Form 8-K under Item 1.05 of Form 8-K because the Company determined that it had experienced a material cybersecurity incident.

In reaching its determination of materiality, the Company took into consideration the  directives of the Commission in Release Nos. 33-11216; 34-97989; 88 FR 51896 (Cybersecurity Risk

Management, Strategy, Governance and Incident Disclosure) (hereafter, the “Final Rule Release”) as highlighted below:

The Final Rule Release states, in relevant respect, as follows:

“The rule’s inclusion of ‘financial condition and results of operations’ is not exclusive; companies should consider qualitative factors alongside quantitative factors in assessing the material impact of an incident. By way of illustration, harm to a company’s reputation, customer or vendor relationships, or competitiveness may be examples of a material impact on the company.” (Final Rule Release at 51904.)

The Final Rule Release further states:

“A lack of quantifiable harm does not necessarily mean an incident is not material.” (Final Rule Release at 51906.)

Thus, the Company recognized that the impact (or lack of impact) of the cybersecurity incident on the Company’s financial condition and results of operations is not the sole determinate of materiality and the assessment of whether disclosure is required under Item 1.05.

Closely related to the mandate of the rules to evaluate materiality in light of both quantitative and qualitative factors, is the requirement to file a Form 8-K under Item 1.05 within four business days after the Company made its materiality determination notwithstanding that, at such time, the Company was uncertain as to the timing, scope of and form of the ultimate resolution of the incident. In this regard, the Final Rule Release states as follows:

“For example, for incidents that impact key systems and information, such as those the company consider its ‘crown jewels,’ as well as incidents involving unauthorized access to or exfiltration of large quantities of particularly important data, a company may not have complete information about the incident but may know enough about the incident to determine whether the incident was material. In other words, a company being unable to determine the full extent of an incident because of the nature of the incident or the company’s systems, or otherwise the need for continued investigation regarding the incident, should not delay the company from determining materiality.” (Final Rule Release at 51906.)

Moreover, the Final Rule Release reiterates the following guidance regarding materiality and timing requirements from the proposed rule release:

“Importantly, we remind registrants, as the Commission did in the Proposing Release, that ‘[d]oubts as to the critical nature’ of the relevant information ‘will be commonplace’ and should ‘be resolved in favor of those the statute is designed to protect,’ namely investors.” (Final Rule Release at 51906.)

In light of the foregoing directives of the Commission as to materiality assessments and as to timing of initial and supplemental disclosure requirements, the Company concluded that: (i) the fact of a third party’s control over the Company’s access to a key portion of the Company’s information systems and the Company’s inability to access certain critical information residing

    2

on such systems met the materiality threshold and (ii) the uncertainty as to the timing, scope of and form of the ultimate resolution of the incident, albeit relevant to the substance of the forward-looking disclosure under Item 1.05, did not obviate the requirement to make disclosure under Item 1.05. The Company also noted the similarities between its circumstances and the example regarding incidents impacting key systems and information provided in the Final Rule Release and excerpted above. Thereafter, and consistent with the requirement in Instruction 2 to Form 8-K, the Company filed Amendment No. 1 within four business days after the Company determined that it had regained access to the impacted systems and verified the integrity of the affected information.

Please let us know if you have any further questions or comments that we should address. I can be reached at 610-832-7434.

Best Regards,

Thomas E. Wirth

Executive Vice President & CFO

Brandywine Realty Trust

cc:    Shawn Neuman, Esq.

    Michael Friedman, Esq.

    3

United States securities and exchange commission logo
June 10, 2024
Thomas E. Wirth
Chief Financial Officer
Brandywine Realty Trust
2929 Arch Street, Suite 1800
Philadelphia, PA 19104
Re:Brandywine Realty Trust
Amendment No. 1 to Current Report on Form 8-K
Filed May 28, 2024
File No. 001-09106
Dear Thomas E. Wirth:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Current Report on Form 8-K filed May 28, 2024
Item 1.05 Material Cybersecurity Incidents, page 1
1.We note the statement that you experienced a cybersecurity incident. Please advise us as
to why you determined to file under Item 1.05 of Form 8-K given the statement that the
incident has not had a material impact on your financial condition or operations, and you
do not believe the incident is reasonably likely to materially impact your financial
condition or results of operations.

 FirstName LastNameThomas E. Wirth
 Comapany NameBrandywine Realty Trust
 June 10, 2024 Page 2
 FirstName LastName
Thomas E. Wirth
Brandywine Realty Trust
June 10, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Aliya Ishmukhamedova at 202-551-7519 or James Lopez at 202-551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Aliya Ishmukhamedova

CORRESP
1
filename1.htm

Document

                                           www.brandywinerealty.com

Cira Centre |  2929 Arch Street, Suite 1800  |  Philadelphia, PA 19104  |  t 610.325.5600  f 610.325.5622

May 23, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

101 F. Street, N.E.

Washington, D.C. 20549

ATTN:  Eric McPhee, Shannon Menjivar, Catherine De Lorenzo and Isabel Rivera

Re:      Brandywine Realty Trust

    Form 10-K for the year ended December 31, 2023

    File No.  001-09106

Brandywine Operating Partnership, L.P.

Form 10-K for the year ended December 31, 2023

File No.  000-24407

Ladies and Gentlemen:

We are submitting this letter in response to the written comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in the Staff’s letter dated May 2, 2024 (the “Comment Letter”) with regard to the Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. (together, the “Company”).

Set forth below in italicized text are the comments contained in the Comment Letter. Immediately below each of the Staff’s comments is the Company’s response to that comment, as applicable. For the convenience of the Staff’s review, each of the numbered paragraphs below corresponds to the numbered comment in the Comment Letter.

Form 10-K for the year ended December 31, 2023 Item 2. Properties, page 25

1.We note statements by your Chief Executive Officer during your February 1, 2024 earnings call regarding the level of tenant concessions the company offers. Please tell us how tenant concessions have impacted your average annualized rent and, in future Exchange Act periodic reports, please revise your tables to include footnote disclosure discussing how tenant concessions, such as free rent or other such tenant reimbursements, impact your average annualized rent.

Company Response: We confirm that in future Exchange Act periodic reports we will include tables and footnotes that disclose, for the applicable periods presented, the respective amounts of average annualized leasing commissions and tenant improvement costs  as a percentage of average annualized rent, which is computed on annualized contractual base rents adjusted to straight-line for free rent and for rent increases from lease inception dates to lease expiration dates.

For the Company’s core portfolio, leasing commissions per square foot and tenant improvement costs per square foot declined from $9.69 and $30.77, respectively, for the twelve-months ended December 31, 2022 to $7.65 and $14.11, respectively, for the twelve-months ended December 31, 2023. On a combined basis, these annualized leasing capital costs represented approximately 14.0% and 10.0% of average annualized base rent for the twelve-months ended December 31, 2022 and 2023, respectively.

Our actual annualized leasing costs as a percentage of annualized rents are largely a function of the composition of the leases being new leasing or renewals with existing tenants, in addition to size and timing of occupancy. We generally experience lower leasing costs in connection with the renewal of leases with existing tenants compared to leases with new tenants.  As discussed in the 2023 Form 10-K, our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses), services and amenities, and the design and condition of the properties. As leases at our properties expire, we face competition to renew or re-let space in light of the competing properties within the applicable markets. As a result, and as part of customary lease negotiations, we are often required to provide rent concessions or abatements, incur charges for tenant improvements and other inducements, including early termination rights or below market renewal options, all of which impact, in varying degrees, annualized rents.

2.We note statements throughout your filing regarding the quality of your assets and your focus on acquiring high-quality properties. Please tell us, and in future Exchange Act periodic reports, provide disclosure regarding the class of each property and the occupancy rate expressed as a percentage for each property.

Company Response:

Regarding the Staff’s request as to our use of the adjectives “quality” and “high quality” in the 2023 Form 10-K, we respectfully advise the Staff that we use these non-formulaic and qualitative adjectives, rather than specific classifications, to refer to the mix of qualities (such as rents, occupancies, market demand, location, age, amenities and the like) that owners, investors and analysts take into consideration in assessing commercial real estate within a given market. We believe our uses of

    2

“quality” or “high-quality,” in the contexts in which we use these adjectives, are understood by investors and analysts as reflective of properties that are well located within their markets, have attractive rents and other operating economics and are characterized by strong supply and demand characteristics. We further believe our use of these adjectives is consistent with industry practice. In our future periodic reports, we will continue to contextualize our use of “quality” and “high-quality” (and any similar adjectives) as being reflective of the mix of characteristics sought by current and prospective tenants in selecting among competing properties for their space needs as well as characteristics evaluated by current and prospective investors in our properties and those properties we might seek to develop, acquire or sell from time to time.

Regarding the Staff’s request that we disclose occupancy rates, expressed as a percentage, for each of our properties, we hereby confirm that we will include such information in our future Annual Reports on Form 10-K, and, in addition, we will include in our future Quarterly Reports on Form 10-Q occupancy percentages and related occupancy data, broken down by our segments and principal submarkets, as well as other occupancy-related information to the extent material in the context of the Company’s consolidated financial statements and MD&A.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 39

3.We note from your fourth quarter earnings call that you were unable to complete a planned disposition of an under leased portfolio due to the buyer's inability to obtain third-party financing. We also note that this appears to be a specific example of the type of risk you highlighted in your risk factor related to increasing interest rates on page 21. Please tell us what consideration you gave to discussing this transaction, the reasons it was not successful, and the potential implications, with your MD&A.

Company Response: We acknowledge the Staff’s comment regarding non-completion of the disposition referenced in the Comment Letter. As we discussed in our fourth quarter earnings call, and consistent with the risk factors and MD&A in the 2023 Form 10-K regarding effects of increased interest rates on our business, we believe increased interest rates (and reduced lending to owners of, and investors in, commercial real estate) have contributed to decreased acquisition/disposition activity. In preparing the MD&A, we discussed our views of the current and prospective impacts of higher interest rates (and reduced lending to owners of, and investors in, commercial real estate) not only on property valuations and acquisition/disposition activity but on other fundamentals of our business, including on our actual results of operations and financial condition as of, and for the periods presented, in our consolidated financial statements, including our liquidity. Moreover, as part of our discussion of our provisions for impairment, we specifically addressed the impairment

    3

we recorded during the third quarter of 2023 on the property subject to the above-referenced disposition. In preparing the MD&A for our future Exchange Act periodic reports, we will continue to address, among other economic factors, the impact of interest rates and costs of capital on not only our actual results of operations and financial condition, including as to liquidity, as of, and for the periods presented, in our consolidated financial statements but also on known trends, demands, commitments, events and uncertainties, including as to sources and costs of capital, that we believe will result in, or that are reasonably likely to result in, changes in our liquidity and in our results of operations.

4.We note your disclosure that inflation and high interest rates could have a dampening effect on your business. In future Exchange Act periodic reports, please provide a detailed discussion of the impact of high interest rates and inflation on your business, together with any steps you have taken or may take to mitigate the impact. To the extent material, please quantify the impact and expected impact of these trends going forward. Refer to Item 303(a) of Regulation S-K.

Company Response: We acknowledge the Staff’s comment and confirm that in future Exchange Act periodic reports we will include discussion and disclosure consistent with the Staff’s comment.

5.In future Exchange Act periodic reports, please include a discussion of the relationship between market rents and expiring rents.

Company Response:  We acknowledge the Staff’s comment and confirm that in future Exchange Act periodic reports we will include discussion and disclosure consistent with the Staff’s comment.  As to the relationship between expiring rents we will provide a discussion between expiring rents for the upcoming year and current market rents.

6.In future Exchange Act periodic reports, please tell us what management considers in determining whether a property is not yet stabilized. As an example only, we note that 250 King of Prussia Road is considered not yet stabilized although it was completed in the third quarter of 2022.

Company Response: We acknowledge the Staff’s comment and confirm that in future Exchange Act periodic reports we will include discussion and disclosure consistent with the Staff’s comment.

7.We note that you attribute the decrease in your operating cash flows to your lower occupancy rate. In future Exchange Act periodic reports, please discuss the circumstances driving changes in your occupancy rate and provide occupancy rate by property type (e.g., office, life science/lab, residential, and mixed-use) for all of your properties, not just your Core Properties.

    4

Company Response: We acknowledge the Staff’s comment and confirm that in future Exchange Act periodic reports we will include discussion and disclosure consistent with the Staff’s comment.

In connection with this response, the Company acknowledges that the Company is responsible for the accuracy and adequacy of the Company’s disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Please let us know if you have any further questions or comments that we should address. I can be reached at 610-832-7434.

Best Regards,

/s/ Thomas E. Wirth

Thomas E. Wirth

Executive Vice President & CFO

Brandywine Realty Trust

    5

United States securities and exchange commission logo
May 2, 2024
Thomas E. Wirth
Executive Vice President and Chief Financial Officer
Brandywine Realty Trust
2929 Arch Street Suite 1800
Philadelphia, PA 19104
Re:Brandywine Realty Trust
Form 10-K for the year ended December 31, 2023
File No. 001-09106color:white;"_
Brandywine Operating Partnership, L.P.
Form 10-K for the year ended December 31, 2023
File No. 000-24407
Dear Thomas E. Wirth:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2023
Item 2. Properties, page 25
1.We note statements by your Chief Executive Officer during your February 1, 2024
earnings call regarding the level of tenant concessions the company offers.  Please tell us
how tenant concessions have impacted your average annualized rent and, in future
Exchange Act periodic reports, please revise your tables to include footnote disclosure
discussing how tenant concessions, such as free rent or other such tenant reimbursements,
impact your average annualized rent.

2.We note statements throughout your filing regarding the quality of your assets and your
focus on acquiring high-quality properties. Please tell us, and in future Exchange Act
periodic reports, provide disclosure regarding the class of each property and the
occupancy rate expressed as a percentage for each property.

 FirstName LastNameThomas E. Wirth
 Comapany NameBrandywine Realty Trust
 May 2, 2024 Page 2
 FirstName LastName
Thomas E. Wirth
Brandywine Realty Trust
May 2, 2024
Page 2
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 29
3.We note from your fourth quarter earnings call that you were unable to complete a
planned disposition of an underleased portfolio due to the buyer's inability to obtain third-
party financing. We also note that this appears to be a specific example of the type of risk
you highlighted in your risk factor related to increasing interest rates on page 21. Please
tell us what consideration you gave to discussing this transaction, the reasons it was not
successful, and the potential implications, with your MD&A.
4.We note your disclosure that inflation and high interest rates could have a dampening
effect on your business. In future Exchange Act periodic reports, please provide a detailed
discussion of the impact of high interest rates and inflation on your business, together with
any steps you have taken or may take to mitigate the impact. To the extent material, please
quantify the impact and expected impact of these trends going forward. Refer to Item
303(a) of Regulation S-K.
5.In future Exchange Act periodic reports, please include a discussion of the relationship
between market rents and expiring rents.
6.In future Exchange Act periodic reports, please tell us what management considers in
determining whether a property is not yet stabilized. As an example only, we note that 250
King of Prussia Road is considered not yet stabilized although it was completed in the
third quarter of 2022.
7.We note that you attribute the decrease in your operating cash flows to your
lower occupancy rate. In future Exchange Act periodic reports, please discuss the
circumstances driving changes in your occupancy rate and provide occupancy rate by
property type (e.g., office, life science/lab, residential, and mixed-use) for all of your
properties, not just your Core Properties.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Eric McPhee at 202-551-3693 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Isabel Rivera at 202-551-3518 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

September 4, 2019
Thomas E. Wirth
Chief Financial Officer
BRANDYWINE REALTY TRUST
2929 Walnut Street
Suite 1700
Philadelphia, PA 19104
Re:BRANDYWINE REALTY TRUST
Form 10-K for the year ended December 31, 2018
Filed February 22, 2019
File No. 001-09106
Dear Mr. Wirth:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

bdn-corresp.htm

FMC Tower at Cira Centre South

2929 Walnut Street

Suite 1700

Philadelphia, PA 19104

Phone: 610-325-5600

Fax: 610-325-5622

www.brandywinerealty.com

Mr. Daniel Gordon

Senior Assistant Chief Accountant

Office of Real Estate and Commodities

Division of Corporate Finance

U.S. Securities and Exchange Commission

100F Street, N.E. Washington D.C. 20549-4546

Re:

Brandywine Realty Trust

Form 10-K for the year ended December 31, 2018

Filed February 22, 2019

File No. 001-09106

Dear Mr. Gordon:

On behalf of Brandywine Realty Trust (the “Company”), we set forth below our response to the comment of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in the letter dated August 15, 2019 to the Company regarding the above-referenced filing. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response.

1.

With note your disclosure relating to your acquisition of complete ownership of the Austin Portfolio. Please tell us how you considered the requirements of Items 2.01 and 9.01(a)-(b) of Form 8-K with respect to this acquisition.

Response: In 2013, the Company formed the Austin Venture, the owner of the Austin Portfolio, with an unaffiliated third party (the “Seller”). From the formation date in 2013 until December 11, 2018 (the “Acquisition Date”), each of the Company and the Seller owned a 50% common equity interest in the Austin Venture, subject to a promoted interest held by the Company that entitled the Company to more than 50% of the distributions from the Austin Venture in certain circumstances. On the Acquisition Date, the Company acquired from the Seller its 50% interest in the Austin Venture (hereafter, the “Acquisition”). The Company evaluated the significance of the Acquisition in light of the requirements of Items 2.01 and 9.01 of Form 8-K and the requirements Rule 3-14 of Regulation S-X and, as part of its evaluation, considered applicable provisions of the Staff’s Financial Reporting Manual (“FRM”), including in Sections 2305, 2310 and 2315. In its evaluation, the Company compared its investment in the Acquisition, including debt secured by the Austin Portfolio, to the Company’s total assets as of December 31, 2017, the latest audited fiscal year end filed with the Commission. As detailed in the table below, the investment in the Acquisition was comprised of cash consideration paid to the Seller and debt secured by the properties in the Austin Portfolio at the Acquisition Date. The Company determined that the Acquisition did not exceed 10% of its total assets as of December 31, 2017 and, therefore, was not significant. As such, the completion of the Acquisition did not trigger a filing obligation under Items 2.01 and 9.01(a)-(b) of Form 8-K.

The Company calculated its investment in the Acquisition as a percentage of the Company’s total assets as of December 31, 2017 as follows:

In millions

Cash consideration paid: $117.3

Debt assumed: 115.5

Note receivable1: 130.7

Working capital:24.9

Total investment$388.4

Total Assets at 12/31/2017$3,995

Investment as a percentage of Total Assets 9.72%

The total investment noted above reconciles to the $535.1 aggregate purchase price disclosed in Note 3 of the Company’s Form 10-K for the year ended December 31, 2018 as follows:

Total investment:$388.4

Remeasurement gain:103.8

Promoted interest2:28.3

Carrying amount of original investment:14.6

Aggregate purchase price$535.1

We will clarify in future filings that the reference in Note 3 to the financial statements of the Form 10-K to “aggregate purchase price” does not represent the amount of the Company’s investment in the Acquisition but, rather, reflects the sum of: (i) the amount of such investment plus (ii) a $103.8 million non-cash accounting remeasurement gain related to the Company’s original investment in the Austin Portfolio, plus (iii) $28.3 million on account of the value of the Company’s above-referenced promoted interest in the Austin Venture plus (iv) $14.6 million on account of the carrying amount of the Company’s original investment in the Austin Portfolio.

We appreciate the Staff’s comment and request that the Staff contact the undersigned at (610) 832-7434 or tom.wirth@bdnreit.com with any questions or comments regarding this letter.

Sincerely,

/s/ Thomas E. Wirth

Thomas E. Wirth

Executive Vice President and Chief Financial Officer

Cc:Jorge Bonilla – Staff Accountant, Division of Corporation Finance

Gerard H. Sweeney – President & Chief Executive Officer;

Daniel A. Palazzo – Chief Accounting Officer;

Jennifer Matthews-Rice – General Counsel;

Joshua J. Murphy – Corporate Controller;

Michael Friedman (Pepper Hamilton); and

Steve Baker (PricewaterhouseCoopers LLP)

1

 Represents a loan in the amount of $130.7 million made by the Company to the Austin Venture on November 1, 2018, the proceeds of which were used to repay in full a mortgage loan secured by a property of the Austin Venture prior to the Acquisition Date. The Company included the full amount of this loan in its evaluation of significance in light of, and by analogy to, Section 2020.3 of the FRM.

2

 This represents the Company’s disproportionate share of earnings above a predetermined return threshold in the Austin Venture, related to the Company’s original equity method investment.

2 | Page

August 15, 2019
Thomas E. Wirth
Chief Financial Officer
BRANDYWINE REALTY TRUST
2929 Walnut Street
Suite 1700
Philadelphia, PA 19104
Re:BRANDYWINE REALTY TRUST
Form 10-K for the year ended December 31, 2018
Filed February 22, 2019
File No. 001-09106
Dear Mr. Wirth:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2018
Financial Statements
Note 3. Real Estate Investments, page F-29
1.With note your disclosure relating to your acquisition of complete ownership of the Austin
Portfolio.  Please tell us how you considered the requirements of Items 2.01 and 9.01)(a)-
(b) of Form 8-K with respect to this acquisition.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jorge Bonilla, Staff Accountant, at (202) 551-3414 or Daniel Gordon,
Senior Assistant Chief Accountant, at (202) 551-3486 with any questions.

 FirstName LastNameThomas E. Wirth
 Comapany NameBRANDYWINE REALTY TRUST
 August 15, 2019 Page 2
 FirstName LastName
Thomas E. Wirth
BRANDYWINE REALTY TRUST
August 15, 2019
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

April 23, 201 3

Via U.S. Mail
Howard M. Sipzner
Chief Financial  Officer
Brandywine Realty Trust
555 East Lancaster Avenue
Radnor, PA 19087

Re: Brandywine Realty Trust
 Form 10-K
Filed February 26, 2013
File No. 001 -9106
Brandywine Operating Partnership, L.P.
 Form 10 -K
Filed February 26, 2013
File No. 00 0-24407

Dear M r. Sipzner :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicab le rules require.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

		BDN - Correspondence - 4.18.2013

April 18, 2013

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Kevin Woody, Branch Chief

RE:

 Brandywine Realty Trust

Form 10-K for the year ended December 31, 2012

Filed on February 26, 2012

File No. 001-9106

 Brandywine Operating Partnership, L.P.

Form 10-K for the year ended December 31, 2012

Filed on February 26, 2012

File No. 000-24407

Dear Mr. Woody:

We have received your April 8, 2013 letter and appreciate your comments with respect to our filings.  We understand that the purpose of your review of the above referenced filings is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosures in our filings.  Listed below are your comments and our responses.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2012

Item 2.  Properties, page 26

1.

 In future Exchange Act periodic reports, to the extent you have material developments during the covered period, please disclose the anticipated completion date, costs incurred to date and budgeted costs.  In addition, we note your disclosure throughout the document about the undeveloped land you own.  In future Exchange Act periodic reports, please also include a discussion of the amount of development this land could support, or tell us why this is not appropriate.

We confirm that in future filings, we will revise our development chart included within Item 2 to include the anticipated completion date, costs incurred and budgeted costs for material developments.

We also confirm that we will revise our future periodic filings to include the potential developable square feet of our land inventory to the extent including such information would have a material impact on our disclosures.

Tenant Rollover Risk, Page 41

2.

 We note that 7.7% of your leases will expire in 2013.  In future Exchange Act periodic reports, please include a discussion of the relationship of market rents and expiring rents.

We will revise our tenant rollover disclosure in future Exchange Act reports to include a discussion of the relationship of market rents and expiring rents to the extent including such information would have a material impact on our disclosures.

Financial Statements

Notes to Consolidated Financial Statements, page F-19

2. Summary of Significant Accounting Policies, page F-19

Construction in Progress, page F-21

3.

 Regarding your capital expenditures on your Consolidated Statements of Cash Flows, in future filings, please disaggregate the amounts between development, redevelopment and tenant improvements.

We confirm that we will revise our Consolidated Statements of Cash Flows in future periodic filings to disaggregate the amount of capital expenditures between development, redevelopment and tenant improvements.

Impairment or Disposal of Long-Live Assets, page F-21

4.

 Please tell us if you have capitalized the $3.5 million extension fee incurred due to the delay in the development of two parcels of land.  If you have capitalized this fee, please tell us how you have complied with ASC 360-10-30, or tell us how you determined it was appropriate to capitalize this fee.

We have capitalized the $3.5 million extension fee.

In 2009, the Company executed amendments to a development agreement and related long-term ground leases covering adjacent parcels of land in Philadelphia, Pennsylvania.  These agreements with the fee owner of the land provide the Company with rights and options to develop commercial properties on the parcels.

In 2010, the Company completed development of a structured parking garage on one of the parcels.

In November 2012, the Company and fee owner of the land amended the development agreement and related ground leases to reflect and accommodate the Company's contemplated construction and financing on the undeveloped portions of the land.  As part of the amendments, the Company obtained an extension of its rights to commence development at the parcels, subject to specified conditions, including payment of extension fees.

In January 2013, the Company, through a newly-formed joint venture, commenced construction of a 33-story student housing facility on one of the parcels with a targeted completion date for this project in fall 2014.  Under the amended development agreement, the Company has the right to commence development at the remaining parcel until December 31, 2015.

We have capitalized the extension fees because we concluded that they represent costs to preserve our development rights in the undeveloped portion of the land and prepare it for its intended use.  As such, we concluded that these costs are for activities necessary to bring an asset to the condition and location necessary for its intended use pursuant to ASC 360-10-30.

In accounting for the extension payments, we also considered ASC 970-360-25-2, which states that project costs clearly associated with the acquisition, development, and construction of a real estate project shall be capitalized as a cost of that project.  We concluded that this ASC is consistent with our capitalization of the extension payments because the extension fees represent project costs in the sense that they relate directly to the future development of the land, extending our time to commence development.

As requested, these responses to your comments have been submitted within ten business days of your associated letter.  In closing, we acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions with respect to our responses or require any additional information, please feel free to call me at 610-832-4907.

Very truly yours,

/s/Howard M. Sipzner

Howard M. Sipzner

Executive Vice President and Chief Financial Officer

April 8 , 201 3

Via U.S. Mail
Howard M. Sipzner
Chief Financial  Officer
Brandywine Realty Trust
555 East Lancaster Avenue
Radnor, PA 19087

Re: Brandywine Realty Trust
 Form 10-K
Filed February 26, 2013
File No. 001 -9106
Brandywine Operating Partnership, L.P.
 Form 10 -K
Filed February 26, 2013
File No. 00 0-24407

Dear M r. Sipzner :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to  provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
respons e.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2012

Item 2.   Properties, page 26

1. In future Exchange Act periodic reports, to the extent you have material developments
during the covered period, pl ease disclose the anticipated completion date, costs incurred
to date and budgeted costs.   In addition, we note your disclosure throughout the document
about the undeveloped land you own.   In future Exchange Act periodic reports, please
also include a disc ussion of the amount of development this land could support , or tell us
why this is not appropriate.

Howard M. Sipzner
Brandywine Realty Trust
 April 8 , 2013
 Page 2

 Tenant Rollover Risk, page 41

2. We note that 7.7% of your leases will expire in 2013.   In future Exchange Act periodic
reports,  please include a discussion of the relationship of market rents and expiring rents.

Financial Statements

Notes to Consolidated Financial Statements, page F -19

2. Summary of Significant Accounting Policies, page F -19

Construction in Progress, page F -21

3. Regarding your capital expenditures on your Consolidated Statements of Cash Flows, in
future filings, please disaggregate the amounts between development, redevelopment and
tenant improvements.

Impairment or Disposal of Long -Live Assets, page F -21

4. Please tell us if you have capitalized the $3.5 million extension fee incurred due to the
delay in the development of two parcels of land.  If you have capitalized this fee, please
tell us how you have complied with ASC 360 -10-30, or tell us how you determin ed it was
appropriate to capitalize this fee.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applic able Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Howard M. Sipzner
Brandywine Realty Trust
 April 8 , 2013
 Page 3

 You may con tact Jennifer Monick, Senior Staff Accountant , at 202-551-3295  or me at
202-551-3629  if you have questions regarding comments on the financial statements and related
matters.  Please contact Kristina Aberg, Staff Attorney , at 202-551-3404  or Angela McHale,
Staff Attorney,  at 202-551-3402  with any other questions.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

April 11, 2012
 VIA E-Mail

Mr. Howard M. Sipzner Executive Vice President and Chief Financial Officer Brandywine Realty Trust 555 East Lancaster Avenue Radnor, Pennsylvania 19087

Re: Brandywine Realty Trust
  Form 10-K for the year  ended December 31, 2011
Filed on February 24, 2012 File No. 001-09106  Brandywine Operating Partnership, L.P.
Form 10-K for the year ended December 31, 2011
Filed on February 24, 2012 File No. 000-24407

Dear Mr. Howard M. Sipzner:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ Kevin Woody    Kevin Woody
 Branch Chief

CORRESP
1
filename1.htm

		BDN - Correspondence - 4.10.2012

April 10, 2012

VIA EDGAR and FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

Attention:    Michael McTiernan

Kevin Woody

   Wilson K. Lee

RE:     Brandywine Realty Trust

Form 10-K for the year ended December 31, 2011

Filed on February 24, 2012

File No. 001-09106

Brandywine Operating Partnership, L.P.

Form 10-K for the year ended December 31, 2011

Filed on February 24, 2012

File No. 000-24407

Dear Mr. McTiernan, Mr. Woody and Mr. Lee:

We have received your April 9, 2012 letter and appreciate your comments with respect to our filings.  We understand that the purpose of your review of the above referenced filings is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosures in our filings.  Listed below are your comments and our responses.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

Depreciation and Amortization, page F-20

1.

 We have considered your response to comment three in your letter dated March 29, 2012 and are unable to agree with your analysis.   Please amend your December 31, 2011 10-K to restate your financial statements to properly reflect the out of period adjustment as a correction of an error.  Reference is made to paragraph 250-10-45-22 to 24 of the FASB Accounting Standards Codification.

2.

 Further to our above comment, please file an Item 4.02 8-K for the Form 10-K for the year ended December 31, 2011.   The Form 8-K should include the date of the conclusion regarding

non-reliance, the financial statement years and periods that should no longer be relied upon, a brief description of the facts underlying your conclusion, a statement whether your audit committee or its alternative has discussed this matter with your independent accountants, and your time frame for filing the restated financial statements.

We have reviewed the Staff's comment letter dated April 9, 2012 and continue to believe, following reconsideration of this matter with our Audit Committee, our independent registered accounting firm and our outside counsel, that the impact of the errors which we corrected as out of period adjustments in 2011 was not material to any of our previously issued financial statements including 2011.  Furthermore, we have been transparent with regard to the impact of these errors in the Company's SEC filings.  Consistent with these disclosures, which were presented in the Quarterly Report for the quarters in which we first identified the circumstances that merited an adjustment, we included these disclosures prominently in Items 6 and 7 of our Form 10-K for 2011 and in the notes to our audited financial statements, including a quantification of the out-of-period charges allocated to the current period, thus enabling users of our financial statements to clearly understand the source and impact of the charges.

As part of our SAB 99 analysis, we undertook a full analysis of all relevant considerations, including the magnitude of the out-of period adjustments relative to net income.  In this regard, we recognized that Brandywine's net income has historically been at relatively break-even levels, and we concluded that we should consider other metrics in addition to net income for measuring materiality in our particular fact pattern.   Naturally, for a company that operates on a relatively break-even GAAP basis at the net income level, any out-of-period charge, even one that is very small on an absolute value basis, has the potential for representing a larger percentage of another small number (net income/loss).

Consequently, as part of our SAB 99 analysis, we considered the impact of the errors, including the out of period adjustments in 2011 on other key financial measures.   For example, the aggregate amount of the out-of period adjustment attributable to depreciation and amortization represents approximately 2.2% of Brandywine's total 2011 annual depreciation and amortization and the impact on 2010 and 2009 was less than 1% of annual depreciation and amortization.  Moreover, the aggregate of the out-of-period adjustments would impact 2011, 2010 and 2009 cash flows from operations by less than 1.0%.

We also took into consideration that the effects of the errors impacted the performance metric by which we and most REITs are most closely evaluated (funds from operations, or FFO) by 0.2%, 0.0% and 0.1% in 2011, 2010 and 2009, respectively.  Subsequent to our public disclosures of our interim and audited financial statements, we have not received questions or expressions of concern from analysts or investors with regard to the out-of-period adjustments or to our presentation of them in our financial statements.

We recognize that SAB 99 involves evaluation of materiality in a manner that requires the exercise of judgment and considerations of the context and significance of the errors and how the errors have been handled.  We believe that our analyses and processes conform to the guidance of SAB 99.

As requested, these responses to your comments have been submitted within ten business days of your associated letter.  In closing, we acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions with respect to our responses or require any additional information, please feel free to call me at 610-832-4907 or Gabe Mainardi at 610-832-4980.

Very truly yours,

/s/Howard M. Sipzner                          ____________

Howard M. Sipzner

Executive Vice President and Chief Financial Officer

CC:     Matthew Greenberger, Citigroup

Jeffrey D. Horowitz, Bank of America Merrill Lynch

Glenn Reiter, Simpson Thacher & Bartlett

Michael Friedman, Pepper Hamilton

April 9, 2012
 VIA E-Mail

Mr. Howard M. Sipzner Executive Vice President and Chief Financial Officer Brandywine Realty Trust 555 East Lancaster Avenue Radnor, Pennsylvania 19087

Re: Brandywine Realty Trust
  Form 10-K for the year  ended December 31, 2011
Filed on February 24, 2012 File No. 001-09106  Brandywine Operating Partnership, L.P.
Form 10-K for the year ended December 31, 2011
Filed on February 24, 2012 File No. 000-24407

Dear Mr. Howard M. Sipzner:
We have reviewed your response letter dated March 29, 2012 and have the following
comments.  In our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

 Depreciation and Amortization, page F-20

 1. We have considered your response to comme nt three in your lett er dated March 29, 2012
and are unable to agree with your analysis.   Please amend your December 31, 2011 10-K
to restate your financial stat ements to properly reflect the out of period adjustment as a
correction of an error.  Reference is made  to paragraph 250-10-45-22 to 24 of the FASB
Accounting Standards Codification.

Mr. Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. April 9, 2012 Page 2

 2. Further to our above comment, please file an Item 4.02 8-K for the Form 10-K for the
year ended December 31, 2011.   The Form 8-K should include the date of the conclusion
regarding non-reliance, the fina ncial statement years and peri ods that should no longer be
relied upon, a brief description of the f acts underlying your conclusion, a statement
whether your audit committee or  its alternative has discus sed this matter with your
independent accountants, and your time frame for filing the restated financial statements.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3629 if you have
any questions.

                                                                     Sincerely,
   /s/ Kevin Woody

         K e v i n  W o o d y
         B r a n c h  C h i e f

CORRESP
1
filename1.htm

		BDN - Correspondence - 3.29.2012

March 29, 2012

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

Attention:

 Kevin Woody

 Wilson K. Lee

RE:

 Brandywine Realty Trust

Form 10-K for the year ended December 31, 2011

Filed on February 24, 2012

File No. 001-09106

 Brandywine Operating Partnership, L.P.

Form 10-K for the year ended December 31, 2011

Filed on February 24, 2012

File No. 000-24407

Dear Mr. Woody and Mr. Lee:

We have received your March 15, 2012 letter and appreciate your comments with respect to our filings.  We understand that the purpose of your review of the above referenced filings is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosures in our filings.  Listed below are your comments and our responses.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

Results Of Operations, page 46

1.

 We note your presentation of same store property portfolio information.   In future periodic filings please expand to disclose and discuss the following.

▪

 Expand upon your existing definition of same store to discuss at what point in the development or redevelopment process you exclude them from your same store designation.

▪

 Include in your same store disclosures occupancy and average rent trends, as adjusted for leasing incentives if any

We confirm that in our future filings, we will modify the disclosure to include the additional information requested.

2.

 Please revise future periodic filings to clarify what expenses are included in property operating expenses and what expenses are included in general and administrative expenses. Within your response, please provide an example of your proposed disclosure.

We will revise future periodic filings to clarify what expenses are included in property operating expenses and what expenses are included in general and administrative expenses.

Within the Results of Operations section, after the paragraph that describes net operating income

(“NOI”), we will add the following:

Property operating expenses that are included in determining NOI consist of costs that are necessary and allocable to our operating properties such as utilities, property level salaries, repairs and maintenance, property insurance, management fees and bad debt expense.  General and administrative expenses that are not reflected in NOI primarily consist of corporate level salaries, amortization of share awards and professional fees that are incurred as part of corporate office management.

Notes to Consolidated Financial Statements

Summary of Significant Accounting Policies

Depreciation and Amortization, page F-20

3.

 Please provide to us your materiality analysis supporting management's opinion that the correction of the error was not material to the financial statements presented.  Within your response, please ensure that you specifically address the large percentage of the 2011 net loss the correction of the error represents.

Please refer to Attachment A included with this response letter for our materiality analysis supporting our opinion that the correction of the error was not material to the financial statements presented.  Our internal analysis of out of period adjustments captures not only the amount referenced on page F-20, but also the out of period adjustment noted on page F-24 as part of Revenue Recognition, as we feel that both amounts should be considered together in determining the impact of prior period errors.

As requested, these responses to your comments have been submitted within ten business days of your associated letter.  In closing, we acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions with respect to our responses or require any additional information, please feel free to call me at 610-832-4907.

Very truly yours,

/s/Howard M. Sipzner                          ____________

Howard M. Sipzner

Executive Vice President and Chief Financial Officer

Attachment A

Memo

 As of December 31, 2011

To:    The Files of Brandywine Realty Trust (“BDN” or “Company”)

From:    Mark Cherone, Corporate Controller

Copy:    Howard Sipzner, EVP & CFO

Gabe Mainardi, VP & CAO

Re:    Year-end December 31, 2011 SAB 99 Analysis

The below memo written to the files pertains to the out of period adjustments recorded by the Company during the twelve month period ending December 31, 2011 and their impact on the 2011 and prior year financial statements.  Below is the adjustment made as well as a summary of the events that occurred to cause the out of period entries to be recorded during the current year. As a result of the quantitative and qualitative analysis documented below we determined that the impact of the adjustments are not material to the  year-to-date financial statements or the filed financial statements related to any prior years. Below is an explanation of each adjustment recorded during the current year.

Out of Period Adjustments

Electric billing

This adjustment relates to a tenant (the “Tenant”) in one of our properties that signed their lease during 2005. The original lease had a base year calculation which did not allow BDN to bill electric expense incurred by the Tenant in excess of the base year amount. An amendment was agreed upon between BDN and the Tenant during 2008. The amendment eliminated the base year calculation which allows BDN to be reimbursed in full for electric expenses incurred by the Tenant.

During the third quarter of 2010 the Tenant requested an audit of the amounts that were being billed to them. As a result of the audit, our legal department notified property accounting that the base year calculation was amended out of the original lease and we were not billing the correct amount of electric expenses incurred by the Tenant. Upon notifying the Tenant of the results of the audit during September 2010, the Tenant agreed that BDN was owed the electric expenses from 2008 and 2009.

A formal letter was drafted and signed by the Tenant in September 2010 in which they agreed to make a payment to BDN in the amount of $0.5 million for electric expenses incurred during 2008 and 2009. The

1

letter completed the earnings process and income should have been recognized on that date, however the revenue was not recognized until payment was received during January 2011. Total revenue was understated by $0.25 million in each of the years ended December 2008 and 2009 and overstated by $0.5 million during 2011.

Intangible Relationship/In Place Assets

Upon acquisition of real estate assets, the Company ascribes values to intangible in-place and relationship assets in accordance with accounting guidance for the acquisition of a business.  Certain of those assets are assigned lease lives in excess of the contractual lives based on renewal expectations as of the date of acquisition. It was assumed that the natural expiration indicated that all assets related to that tenant were fully amortized as of that date and disposed of in accordance with the Company's policy. Since certain assets were ascribed lives longer than the contractual lease period and the appropriate steps were not taken to review tenant assets for natural expirations, intangible assets were not disposed of on the date that the contractual lease period expired.

During the second quarter of 2011, it was discovered that these assets were not appropriately written off and disposed of at the date that the tenants moved out upon natural expiration of the leases. The Company identified 100% of the population of tenants with relationship and in place intangible asset values ascribed to them and determined if the specific lease was active within the Company's portfolio.  As a result of the testing performed, it was determined that 105 leases ascribed these intangible asset values vacated at their natural lease expiration date and the associated relationship and in-place intangible asset values were not appropriately disposed in the correct periods. This adjustment resulted in $4.8 million of amortization expense being recorded during the second quarter of 2011. Of that amount $0.03 million relates to the current year and is recorded within the correct period.  The remaining $4.7 million affects the financial statements for the periods from 2006 through 2010.  Please see the schedule of out of period adjustments attached (Exhibit I).

Purpose:

The purpose of this memo is to document our assessment of the materiality of adjustments to the Company's financial statements as detailed on Exhibit I of the SAB 99 analysis as it relates to previously reported results and adjustment to previous periods' financial statements dating back to the year ended December 31, 2006.  The electric billing adjustment described above resulted in an overstatement of net income in the amount of $0.5 million for the twelve-month period ended December 31, 2011, and an understatement of income for the years ended December 31, 2009 and 2008 in the amount of $0.25 million, and $0.25 million, respectively. The intangible asset adjustment described above resulted in an understatement of net income of $0.03 million and an over statement of net income for the years ended December 31, 2010 through 2006 in the amount of $4.7 million.  Please see Exhibit I for the effect on each year.

As detailed below, management has determined based on consideration of the total mix of quantitative and qualitative factors, that the misstatement is immaterial in each of their respective historical periods and that the cumulative effect of these misstatements would be immaterial with respect to the annual reports filed during the periods presented in Exhibit I as contemplated by APB 28, par 29.

Management's Evaluation

Management considered the following definition of materiality:

The perceived needs of users are recognized in the discussion of materiality in Financial Accounting Standards Board Statement of Financial Accounting Concepts No. 2, Qualitative Characteristics of Accounting Information, which defines materiality as "the magnitude of an omission or misstatement of accounting information that, in the light of surrounding circumstances, makes it probable that the judgment of a reasonable person relying on the information would have been changed or influenced

2

by the omission or misstatement."  That discussion recognizes that materiality judgments are made in light of surrounding circumstances and necessarily involve both quantitative and qualitative considerations. (Excerpt from SAS 107 par.4)

The above definition is consistent with the guidance provided by SAB 99 which states that:

The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.

It further states that in addition to a quantitative “rule of thumb,” such as a fixed percentage of net income, the factual context in which the user of financial statements would view the financial statement item must be taken into account.  The Bulletin lists several considerations that render material a quantitatively small misstatement. Below, we have assessed both the quantitative and qualitative aspects of this misstatement to conclude that the impact is immaterial.

While GAAP net income based reporting measures are important to assessing materiality, the Company's management has a long standing view of considering other GAAP and non-GAAP metrics in evaluating its results from operations.

Most users of REIT financial statements are more concerned with the ability of the REIT to generate cash to be used to maintain the properties, fund development activities, pay debt and pay dividends to the shareholders and generally look to measures such as NOI, EBITDA, Cash Flows From Operations and Funds From Operations (an industry metric as defined by NAREIT and disclosed in our Annual Report on Form 10-K).

Other than Cash Flows from Operations, these other metrics are either non-GAAP measures or (in the case of dividends) are somewhat in the control of management.  A REIT is a corporation that gets a special deduction for dividends paid if it maintains its qualified status.  Realistically, management needs to pay a substantial amount of dividends to maintain the entity's REIT status (i.e., 90% of taxable income) and most REITs pay in excess of taxable income in order to have no tax liability.   Historically, the Company has paid out dividends which exceed book/tax earnings. This adjustment does not materially impact the return of capital calculations as submitted to the public for any of the periods presented above due to the fact that intangible asset depreciation is not contemplated for tax return purposes.

With these considerations in mind, management's analysis considers the implications of the current issue on both a quantitative and qualitative basis as required under SAB 99 as follows:

Quantitative Considerations:

Management prepared a SAB 99 analysis (Exhibit I) considering the effect of the misstatement and the effect of any unrecorded adjustments on the prior periods.

See Exhibit I for summary of historical and cumulative effects the adjustment has on the effected years.  Based on this analysis, we have the following observations:

•

 Operating metrics used by Investors:  With respect to the adjustments made during 2011, there is an immaterial net impact to cash flow from operations or FFO, which management believes are the most relevant and important metrics to investors.

3

•

 Historical Annual Periods - The issues arose and affect 2006 through year ended December 31, 2011 and have an insignificant impact on these periods when considering the nature of the adjustment. As indicated in Exhibit I - the differences from the historical financial statements and the recomputed statements are not material to any individual historical annual period based on the evaluation prepared below.  The Company has generally evaluated materiality using metrics including 5.0% net operating income and income from continuing operations as well as 2%-2.5% of cash flows from operations.   As a percentage of net income, certain of our 5% materiality metrics were exceeded due to the fact that we operated near break-even relative to the size of the organization. However, in absolute dollars the financial statements were not materially misstated during any of the annual periods in a manner that would influence an investor's decision making process.   The investors would not expect the level of precision for a Company of this size in terms of total revenues. The electric billing adjustment was 0.1% of total revenues for the year ended December 31, 2011 which is immaterial to the total line item.  The intangible amortization adjustment is 2.2% of total depreciation expense for the year ended December 31, 2011. See the metrics and evaluation of the results by the Company below. We determined that the annual period's financial statements do not need to be restated as a result of the adjustment.

•

 Out of Period Adjustment to the year-ended ended December 31, 2011 - The out of period cumulative effect is approximately $4.3M for the twelve-month ended December 31, 2011.

◦

 90.5% of  net income (loss);

◦

 0.2% of  FFO;

◦

 0.3% of

March 15, 2012
 VIA E-Mail

Mr. Howard M. Sipzner Executive Vice President and Chief Financial Officer Brandywine Realty Trust 555 East Lancaster Avenue Radnor, Pennsylvania 19087

Re: Brandywine Realty Trust
  Form 10-K for the year  ended December 31, 2011
Filed on February 24, 2012 File No. 001-09106  Brandywine Operating Partnership, L.P.
Form 10-K for the year ended December 31, 2011
Filed on February 24, 2012 File No. 000-24407

Dear Mr. Howard M. Sipzner:
We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your documents.   In our comments, we
may ask you to provide us with informati on so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.

 After reviewing the information you provide  in response to these comments, we may
have additional comments.  FORM 10-K  FOR THE YEAR  ENDED DECEMBER 31, 2011

 Results Of Operations, page 46

Mr. Howard M. Sipzner Brandywine Realty Trust Brandywine Operating Partnership, L.P. March 15, 2012 Page 2

 1. We note your presentation of same store prope rty portfolio information.   In future
periodic filings please expand to disclose and discuss the following.

 Expand upon your existing definition of same store to discuss at what point in the
development or redevelopment process you exclude them from your same store designation.
 Include in your same store disclosures occupancy and averag e rent trends, as
adjusted for leasing incentives if any
 2. Please revise future periodic filings to clarify what expenses are included in property
operating expenses and what expenses are included in general and administrative
expenses. Within your response, please provi de an example of your proposed disclosure.
 Notes to Consolidated Financial Statements

 Summary of Significan t Accounting Policies

 Depreciation and Amortization, page F-20

3. Please provide to us your mate riality analysis supporting ma nagement’s opinion that the
correction of the error was not material to the financial statements presented.  Within your response, please ensure that you specifi cally address the larg e percentage of the
2011 net loss the correction of the error represents.
   We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Howard M. Sipzner Brandywine Realty Trust Brandywine Operating Partnership, L.P. March 15, 2012 Page 3

 You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3629 if you have
any questions.

                                                                     Sincerely,
   /s/ Kevin Woody
          K e v i n  W o o d y           B r a n c h  C h i e f

September 14, 2011
 Via Facsimile

Howard M. Sipzner  Executive Vice President and Chief Financial Officer Brandywine Realty Trust 555 East Lancaster Avenue Radnor, PA  19087
Re: Brandywine Realty Trust
Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011   File No. 1-9106
Brandywine Operating Partnership, L.P. Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011   File No. 0-24407

Dear Mr. Sipzner:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Cicely LaMothe
Cicely LaMothe Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

August 26, 2011

VIA EDGAR AND FEDERAL EXPRESS

    Securities and Exchange Commission

    Division of Corporate Finance

    100 F Street N.E.

    Washington, D.C. 20549

    Attention:

    Cicely LaMothe

    Mark Rakip

    RE:

    Brandywine Realty Trust

Form 10-K for the year ended December 31, 2010

Filed February 25, 2011

File No. 1-09106

    Brandywine Operating Partnership, L.P.

Form 10-K for the year ended December 31, 2010

Filed February 25, 2011

File No. 0-24407

Dear Ms. LaMothe and Mr. Rakip:

We have received your August 15, 2011 letter and appreciate your comments with respect to our
response letter dated July 26, 2011. We understand that the purpose of your review of the above
referenced filings is to assist us in our compliance with applicable disclosure requirements and to
enhance the overall disclosures in our filings. Listed below are your comments and our responses.

Form 10-K for the fiscal year ended December 31, 2010

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
42

Critical Accounting Policies and Estimates, page 44

Securities and Exchange Commission

August 26, 2011

Page 2

Revenue Recognition

    1.

    We note your response to prior comment 3. Please address the following:

    a.

    Please tell us what criteria you use to evaluate which lessee payments for
improvements are deemed to be landlord assets and identify the specific type of
capital improvements that have been accounted for in this manner.

    The criteria used to evaluate which lessee payments for improvements are deemed to
be landlord assets is based on the following:

    •

    The lease contains a requirement that the lessee fund capital
expenditures

    •

    The lessee has little or no discretion to avoid the capital expenditure

    •

    The unavoidable capital expenditure is probable and reasonably estimable

    •

    The value of the capital improvements will accrue to the lessor at the
end of the lease, meaning that the asset is not specific to just the tenant
funding the improvement but can reasonably be expected to benefit future
tenants.

We use these criteria when we have a tenant that is paying us for improvements made to
their space. We evaluate the assets that the tenant is obligated to pay for and the
evaluation is based on facts and circumstances specific to the building and the tenant
space.

The following is a list of examples of capital improvements, a portion of which have been
paid for by tenants, that we have accounted for in the manner being considered here:

    •

    HVAC equipment

    •

    Electrical feeders and distribution equipment

    •

    Perimeter drywall and column enclosures

    •

    Window coverings

    •

    Generators

    •

    Floor loadings

    •

    Satellite dishes

    •

    Fire protection equipment

    •

    Food service equipment

Securities and Exchange Commission

August 26, 2011

Page 3

    b.

    Provide us with an excerpt of the language used in your contractual
arrangements to obligate the lessee to fund the capital expenditures.

The following excerpts are from leases that contain a requirement for the tenant to
make payments for capital improvements (italics represent language directly from
leases and references to exhibits or capitalized terms relate to such items within
the body of the lease). As noted later in this response, we currently have ten (10)
leases that we are accounting for in this manner.

Lease Excerpt Example 1:

“Items on Exhibit C-2 shall be provided and installed as part of the Base Building.
The costs thereof shall be split 50/50 between Landlord and Tenant, except as noted.”

This language was included in a section of a lease specifying the costs that the
landlord and tenant agreed to share equally.

Lease Excerpt Example 2:

“Pre-Stocked Items and Scope of Work; Cap on Certain Construction Items: With
respect to pre-stocked building materials to the Premises within the Building, below
is a list of materials with the costs to Tenant. Landlord agrees not to mark-up the
cost of said materials and will provide copy of invoice upon written request. In
addition, Landlord hereby agrees that the cost of installation including material, of
the following items, as charged to Tenant, shall be capped at the amount stated
below”

We agreed to provide the materials for the tenant’s space and the lease specified the
amount that would be charged for such materials. These materials included drywall,
track lighting, demising walls, mail delivery stations and boxes, and
ceiling material.

Lease Excerpt Example 3:

“Landlord shall only be responsible for payment of a maximum cost of $xx.xx
per rentable square foot for the Tenant Work (the “Tenant Allowance”), all such costs
in excess thereof to be borne by Tenant, and shall be paid to Landlord as provided in
the Work Letter.”

Securities and Exchange Commission

August 26, 2011

Page 4

If we determine that certain items paid for by the lessee in excess of the tenant
allowance qualify as landlord assets under the criteria identified above, then we
record the amounts so paid as deferred revenue. For example, if we determine that the
amount in excess of the tenant allowance is necessary for the space, such as HVAC
equipment, then we record the amount paid by the tenant as deferred revenue.

Lease Excerpt Example 4:

“Tenant shall be required prior to (date), to enclose the internal stair opening to
the xxth floor. Landlord shall contribute up to $xx toward the cost of such
enclosure and Tenant shall be responsible for any additional cost of the enclosure.”

In this example we had a multi-floor tenant who was required to complete work between
its floors. The lease required the tenant to pay the cost of the enclosure in excess
of the amount that the landlord was required to fund.

    c.

    We note from your response that payments made by the lessee are recorded as
deferred rental revenue. To the extent management views these as lessor assets that
will provide value after the tenant has vacated the space, clarify why the leasehold
improvement is not recorded as an asset in your financials and your basis for
treating these improvements differently from others that benefit you as the lessor.

The initial accounting for payments made by the tenant for improvements considered to
be “landlord assets” reflects deferred revenue (i.e. equivalent to prepaid rent under
the lease) and a capitalized improvement for the related asset. These improvements
may have future use either by a replacement tenant (i.e. if the existing tenant fails
to perform under the lease) or for future tenants after the expiration of the existing
lease. Once recorded, the deferred revenue and capital improvement are governed under
the appropriate literature.

The deferred revenue is treated as part of minimum lease payments and spread evenly
over the lease term. Said another way, the deferred revenue is a component of the
tenant’s lease payment because the underlying payment that gives rise to the deferred
rent defrays a cost that would otherwise be ours, and is made in lieu of additional
rent. However, most of our tenants prefer that we provide the upfront payment for the
improvement and they then pay increased rents.

The capital improvements are subject to our normal depreciation policies.

Securities and Exchange Commission

August 26, 2011

Page 5

Typically, payments made by a tenant for landlord assets occur more frequently during
a significant redevelopment or a ground up development of a property. As part of our
oversight of the development or redevelopment, we will incur expenditures for capital
improvements to tenant space that the lease ultimately obligates the tenant to pay
for.

As a result, the following are the typical journal entries we record:

    Dr. Capital improvement

    $
    1,000

    Cr. Cash

    $
    1,000

Represents our payment for assets during construction/redevelopment

    Dr. Cash

    $
    1,000

    Cr. Deferred revenue

    $
    1,000

Represents the payment received from the tenant for such assets

The capital improvement will be amortized over its estimated useful life to
depreciation expense on our income statement. Given the limited number of such items
that we are currently tracking (see e. below), we have determined that there is not a
significant difference between the term of the lease and the useful life of the
landlord asset. Even though such assets may benefit future tenants, the term of the
lease is generally a reasonable estimate for the useful life of the asset in these
instances. This is consistent with any tenant specific improvement that we make in
accordance with a lease agreement although we expect the tenant improvement will,
consistent with the criteria noted above, benefit future tenants. If we believe that
the improvement is too tenant specific, we would record those ‘improvements’ as a
lease incentive.

    d.

    We note that you recognize as revenue the portion of the improvements paid
by the tenant over the lease term. Given your representation that these amounts
benefit future tenants, advise us why you are recognizing revenue related to these
amounts over the lease term.

As noted in c. above, we believe tenant payment for landlord assets represent a form
of prepaid rent and accordingly, we are recognizing revenue related to tenant
payments over the lease term consistent with ASC 840-10-25-5, which defines minimum
lease payments as “the payments that the lessee is obligated to make or can be
required to make in connection with the lease property.” Since the payments are
considered a form of minimum lease payment, recognizing such amounts over the term of
the lease would be consistent with the relevant GAAP guidance.

Securities and Exchange Commission

August 26, 2011

Page 6

Giving consideration to our revenue recognition pattern and the recording of
depreciation expense noted in c. above, we reflect the following journal entries on
an annual basis (using the same $1,000 in response c. journal entries and further
assuming a 10 year lease term and a 10 year life of the capital improvements):

    Dr. Depreciation expense

    $
    100

    Cr. A/D — capital improvements

    $
    100

To depreciate the asset over its estimated useful life

    Dr. Deferred revenue

    $
    100

    Cr. Rental income

    $
    100

To record revenue over the tenant lease term

    e.

    Please tell us the balance of deferred rents as of December 31, 2010 as
well as the weighted-average period for such deferred revenue to be recognized.

As of December 31, 2010, we have $19.7 million of capital improvement assets and
deferred revenue liabilities (both of which are net of related amortization) on our
balance sheet associated with lessee payments for improvements that meet the
criteria identified above. This amount is associated with only ten (10) leases and
the net capital improvement asset represents approximately 0.4% of our total assets
and the net deferred revenue represents approximately 0.7% of our total
liabilities.

The weighted average remaining period for such deferred revenue is approximately
108 months or 9 years. This equates to monthly income of approximately $182,000 or
annual income of approximately $2.2 million. Because the estimated lives of the
assets for depreciation purposes approximate the lease term, this revenue amount is
offset by an equal amount of depreciation
expense on our income statement over the remaining weighted average period and
therefore the accounting for lessee payments for the improvements considered in
this response has no net effect to net income.

Securities and Exchange Commission

August 26, 2011

Page 7

As requested, these responses to your comments have been submitted within ten business days of your
associated letter. In closing, we acknowledge that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filing;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

If you have any questions with respect to our responses or require any additional information,
please feel free to call me at 610-832-4907.

Very truly yours,

    /s/ Howard M. Sipzner

Howard M. Sipzner

    Executive Vice President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

 August 15, 2011
 Via Facsimile

Howard M. Sipzner  Executive Vice President and Chief Financial Officer Brandywine Realty Trust 555 East Lancaster Avenue Radnor, PA  19087
Re: Brandywine Realty Trust
Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011   File No. 1-9106
Brandywine Operating Partnership, L.P. Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011   File No. 0-24407

Dear Mr. Sipzner:

We have reviewed your response dated July  26, 2011 and have the following additional
comments.  In our comments, we may ask you to provide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  Pleas e apply the comments noted below to the financial statements
of both the company and your operating partnership.

Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. August 15, 2011 Page 2
 Form 10-K for the fiscal year ended December 31, 2010

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
42
 Critical Accounting Policies and Estimates, page 44

 Revenue Recognition

1. We note your response to prior comment  3.  Please address the following:
a. Please tell us what criteria you use to  evaluate which lessee payments for
improvements are deemed to be landlord a ssets and identify the specific type of
capital improvements that have be en accounted for in this manner.
b. Provide us with an excerpt of the language used in your contractual arrangements to
obligate the lessee to fund the capital expenditures.
c. We note from your response that payments  made by the lessee are recorded as
deferred rental revenue.  To the extent mana gement views these as lessor assets that
will provide value after the tenant has v acated the space, clarify why the leasehold
improvement is not recorded as an asset in  your financials and your basis for treating
these improvements differently from othe rs that benefit you as the lessor.
d. We note that you recognize as revenue the portion of the improvements paid by the
tenant over the lease term.  Given your representation that these amounts benefit
future tenants, advise us why you are r ecognizing revenue related to these amounts
over the lease term.
e. Please tell us the balance of deferred re nts as of December 31, 2010 as well as the
weighted-average period for such deferred revenue to be recognized.

You may contact Mark Raki p, Staff Accountant, at 202.551.3 573 or the undersigned at
202.551.3413 if you have questions regarding the co mments on the financial statements and
related matters.

         S i n c e r e l y ,           / s /  C i c e l y  L a M o t h e
Cicely LaMothe Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

July 26, 2011

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Cicely LaMothe

  Mark Rakip

    RE:

    Brandywine Realty Trust

Form 10-K for the year ended December 31, 2010

Filed February 25, 2011

File No. 1-09106

    Brandywine Operating Partnership, L.P.

Form 10-K for the year ended December 31, 2010

Filed February 25, 2011

File No. 0-24407

Dear Ms. LaMothe and Mr. Rakip:

We have received your July 13, 2011 letter and appreciate your comments with respect to our response letter dated June
10, 2011. We understand that the purpose of your review of the above referenced filings is to assist us in our
compliance with applicable disclosure requirements and to enhance the overall disclosures in our filings. Listed below
are your comments and our responses.

Form 10-K for the year ended December 31, 2010

Item 2. Properties, page 16

    1.

    We note your response to comment 2 in our letter dated May 26, 2011. To the extent reflecting the impact of
tenant concessions in your average rent disclosure would have a material impact on such disclosure, including with
respect to analyzing period to period trends in changes in average rents, please revise your disclosure in future
Exchange Act periodic reports to quantify the impact of concessions.

We will revise our average rent disclosure in future Exchange Act reports to quantify the impact of
concessions to the extent including such information would have a material impact on our disclosures.

1

Securities and Exchange Commission

July 26, 2011

Page 2

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Comparison of twelve-months ended December 31, 2010 to the twelve months-ended December 31, 2009, page 50

    2.

    We have considered your response to comment 8 in our letter dated May 26, 2011. We continue to believe that
disclosure regarding your leasing activities for the period, including the volume of new and renewed leases, the
related leasing and tenant-improvement costs, the relationship between new and renewal rent rates to prior leases,
and the net absorption rate, would be useful to investors analyzing your other disclosure regarding your business,
properties and results of operations. Please provide leasing disclosure in your future periodic reports.

We confirm that in our future filings, we will modify the disclosure to include the additional information
requested.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 42

Critical Accounting Policies and Estimates, page 44

Revenue Recognition

    3.

    We note your response to prior comment 5 and reissue the comment in part. ASC 840-10-25-7 indicates for a
lessor, minimum lease payments comprise the payments described in paragraphs 840-10-25-5 through 25-6. It is not
clear how the conditions in the bullet points outlined in your response conform to the accounting literature
describing what comprises a minimum lease payment. Please tell us the accounting literature relied upon to record
deferred revenue and amortize such amounts to revenue over the lease term for certain improvement funded by
tenants that are considered to be landlord assets. Please also tell us what you consider to be capital
expenditures and what amounts paid by the lessee are similar to repairs and maintenance.

We appreciate the opportunity to supplement our previous response pertaining to the accounting literature
relied upon to record deferred revenue and amortize such amounts to revenue over the lease term for certain
improvements funded by tenants that are considered to be landlord assets. As noted in our response dated June
10, 2011 the primary GAAP basis for this treatment is ASC 840-10-25-5. This guidance defines minimum lease
payments as “the payments that the lessee is obligated to make or can be required to make in connection with
the leased property.” We evaluate the payments by tenants for certain improvements to determine whether they
are lessor or lessee assets. If a tenant is obligated to make a payment for improvements that are deemed to
be landlord assets then such a payment falls within the criteria of ASC 840-10-25-5. It is the obligation by
the lessee to make the payment for landlord assets that causes such payments to be a form of minimum lease
payment.

2

Securities and Exchange Commission

July 26, 2011

Page 3

We also considered the SEC letter to the Center for Public Company Audit Firms dated February 7, 2005, in
particular Item 3 in the staff’s views on lease accounting:

“The staff believes that: (a) leasehold improvements made by a lessee that are funded by landlord incentives
or allowances under an operating lease should be recorded by the lessee as leasehold improvement assets and
amortized over a term consistent with the guidance in item 1 above; (b) the incentives should be recorded as
deferred rent and amortized as reductions to lease expense over the lease term in accordance with paragraph 15
of SFAS 13 and the response to Question 2 of FASB Technical Bulletin 88-1 (“FTB 88-1”), Issues Relating to
Accounting for Leases, and therefore, the staff believes it is inappropriate to net the deferred rent against
the leasehold improvements; and (c) a registrant’s statement of cash flows should reflect cash received from
the lessor that is accounted for as a lease incentive within operating activities and the acquisition of
leasehold improvements for cash within investing activities. The staff recognizes that evaluating when
improvements should be recorded as assets of the lessor or assets of the lessee may require significant
judgment and factors in making that evaluation are not the subject of this letter.”

Therefore, in addition to the ASC 840-10-25-5 guidance that indicates that minimum lease payments are those
that the tenant is obligated to make, we analogized to the SEC’s conclusion pertaining to accounting for
leases by lessees.

From a lessor perspective, improvements that are made and funded by the lessee under an operating lease for
which such improvements are considered lessor assets should be recorded by the lessor as an improvement and
depreciated over the appropriate estimated useful life; payments made by the lessee should be recorded as
deferred rent over the lease term and amortized as increases to lease income over the lease term.

The conditions in the bullet points outlined in our previous response are included here for reference:

    •

    The lease contains a requirement that the lessee fund capital expenditures

    •

    The lessee has little or no discretion to avoid the capital expenditure

    •

    The unavoidable capital expenditure is probable and reasonably estimable

    •

    The value of the capital improvements will accrue to the lessor at the end of the lease, meaning
that the asset is not specific to just the tenant funding the improvement but can reasonably be
expected to benefit future tenants.

3

Securities and Exchange Commission

July 26, 2011

Page 4

The reason for including these bullet points in our previous response was to outline the conditions deemed
necessary for the tenant payments made for lessor assets to be considered a part of the minimum lease
payments.

We believe that these interpretations are appropriate as they closely follow the economics of the leasing
transaction:

    1.

    Where the lease does not explicitly require the lessee to make the improvement, the
improvement should be considered an asset of the lessee. When we do record deferred revenue, we first
determine that the lease obligates the tenant to pay for improvements.

    2.

    In all situations not covered by (1) above, the uniqueness of the improvement to the lessee’s
intended use needs to be considered. Improvements that are fairly generic and for which it is probable
that another tenant could utilize the improvements at the end of the lease term or if a tenant were to
vacate a space prior to expiration (e.g., such as if the lease is if discharged in bankruptcy of the
tenant) would likely be considered to be assets of the lessor.

    3.

    Where factor (2) is not determinative, other factors include:

    a)

    whether the improvements increase the fair value of the property from the
standpoint of the lessor, and

    b)

    the useful life of the improvements relative to the lease term.

When a lease obligates a tenant to pay for improvements that are deemed to be landlord assets, it is
reasonable that such a payment would fall under ASC 840-10-25-5 since the tenant is obligated to pay for
something that adds value to the property owned by the landlord.

We have a limited number of leases where the tenant was obligated to pay for deemed landlord assets. These
situations typically occur more frequently during a significant redevelopment or ground up development of a
property (i.e., “Revenue creating” space). We consider tenant payments for capital improvements separately
from tenant reimbursement for repairs and maintenance. For example, if a tenant is obligated through the
lease agreement to pay for half of the installation of components of an HVAC system or perimeter drywall and
column enclosures, then such improvements would be fairly generic capital improvements and it is probable that
another tenant would utilize these at the end of the lease term. We evaluate the leases and the ongoing
construction invoices and billings for tenant payments of such amounts.

Amounts paid by the lessee for repairs and maintenance are also covered in the lease agreement and such
amounts are billed in accordance with the terms of the lease typically on a monthly basis over the lease term.
Such amounts are separate and distinct from the requirement to fund capital improvements. Repairs and
maintenance costs are reimbursed through the recovery of operating expenses and such expenses generally relate
to cleaning the building exterior and interior, trash removal and recycling, removing debris and maintaining
landscaping, generally any expense which would typically be considered an expense of maintaining, operating or
repairing a building or tenant space under generally accepted accounting principles.

4

Securities and Exchange Commission

July 26, 2011

Page 5

As requested, these responses to your comments have been submitted within ten business days of your associated letter.
In closing, we acknowledge that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

If you have any questions with respect to our responses or require any additional information, please feel free to call
me at 610-832-4907.

Very truly yours,

/s/ Howard M. Sipzner

Howard M. Sipzner

Executive Vice President and Chief Financial Officer

5

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

       DIVISION OF
CORPORATION FINANCE

 July 13, 2011
 Via Facsimile 610.832.4919

Howard M. Sipzner  Executive Vice President and Chief Financial Officer Brandywine Realty Trust 555 East Lancaster Avenue Radnor, PA  19087
Re: Brandywine Realty Trust
Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011   File No. 1-9106
Brandywine Operating Partnership, L.P. Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011   File No. 0-24407

Dear Mr. Sipzner:

We have reviewed your response dated J une 10, 2011 and have the following additional
comments.  In our comments, we may ask you to provide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  Pleas e apply the comments noted below to the financial statements
of both the company and your operating partnership.

Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. July 13, 2011 Page 2
 Form 10-K for the fiscal year ended December 31, 2010

 Item 2 - Properties, page 16

 1. We note your response to comment 2 in our letter dated May 26, 2011.  To the extent
reflecting the impact of tenant concessions in  your average rent disclosure would have a
material impact on such disclosure, including with respect to analyzing period to period
trends in changes in average rents, please revi se your disclosure in future Exchange Act
periodic reports to quantify the impact of concessions.

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Comparison of twelve-months ended December 31, 2010 to the twelve months-ended December
31, 2009, page 50
 2. We have considered your response to comme nt 8 in our letter dated May 26, 2011.  We
continue to believe that di sclosure regarding your leasi ng activities for the period,
including the volume of new and renewed leases, the related leasing and tenant-
improvement costs, the relationship between ne w and renewal rent ra tes to prior leases,
and the net absorption rate, would be useful to investors analyzing your other disclosure
regarding your business, prope rties and results of operati ons.  Please provide leasing
disclosure in your futu re periodic reports.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
42
 Critical Accounting Policies and Estimates, page 44

 Revenue Recognition

3. We note your response to prior comment 5 a nd reissue the comment in part.  ASC 840-
10-25-7 indicates for a lessor, minimum lease payments comprise the payments described
in paragraphs 840-10-25-5 through 25-6.  It is  not clear how the condi tions in the bullet
points outlined in your response conform to the accounting literature describing what
comprises a minimum lease payment.  Please te ll us the accounting literature relied upon
to record deferred revenue and amortize such  amounts to revenue over the lease term for
certain improvement funded by tenants that are considered to be landlord assets.  Please
also tell us what you consider to be capital  expenditures and what amounts paid by the
lessee are similar to repairs and maintenance.

Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. July 13, 2011 Page 3
 You may contact Mark Raki p, Staff Accountant, at 202.551.3 573 or the undersigned at
202.551.3413 if you have questions regarding the co mments on the financial statements and
related matters.  Please contact Jerard Gibson, Attorney-Advisor, at 202.551.3473 or Mike
McTiernan, Assistant Director at  202.551.3852 with any other questions.

         S i n c e r e l y ,           / s /  C i c e l y  L a M o t h e
Cicely LaMothe Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

June 10, 2011

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Cicely LaMothe

                    Mark Rakip

    RE:

    Brandywine Realty Trust

    Form 10-K for the year ended December 31, 2010

    Filed February 25, 2011

    File No. 1-09106

    Brandywine Operating Partnership, L.P.

    Form 10-K for the year ended December 31, 2010

    Filed February 25, 2011

    File No. 0-24407

Dear Ms. LaMothe and Mr. Rakip:

We have received your May 26, 2011 letter and appreciate your comments with respect to our filings.
We understand that the purpose of your review of the above referenced filings is to assist us in
our compliance with applicable disclosure requirements and to enhance the overall disclosures in
our filings. Listed below are your comments and our responses.

Form 10-K for the year ended December 31, 2010

Item 1. Business

2010 Transactions

Real Estate Acquisitions/Dispositions, page 8

    1.

    In future Exchange Act periodic reports, please include disclosure on weighted average
capitalization rates for acquisitions and dispositions of properties during the reporting
period, including a clear description of how you calculated disclosed capitalization rates.

Securities and Exchange Commission

June 10, 2011

Page 2

We do not believe that GAAP or Regulation S-K requires disclosure of weighted average
capitalization rates for acquisitions and dispositions, unless such information is material
or would enhance investors’ understanding of our performance. Accordingly, we will include
disclosure of weighted average capitalization rates (including definitions of, and
explanations for, the rates provided) in future Exchange Act reports if and to the extent
such information is material or would otherwise enhance investors’ understanding of our
performance. If any such disclosure includes non-GAAP financial measures, then our
presentation will be made in compliance with Item 10(e) of Regulation S-K.

Item 2. Properties

Properties, page 28

    2.

    Based on your footnote disclosure, it does not appear that the average annualized base rent
per square foot disclosure accounts for concessions, abatements, and reimbursements. In
future Exchange Act periodic reports, please revise to quantify the effective rent after
subtracting the adjustments from contractual rents.

You have correctly noted that the amounts we present under the column captioned “Average
Annualized Rental Rate as of December 31, 2010” do not take into account concessions or
abatements; however, the amounts related to triple net leases include tenant reimbursements.

As we disclose in note (c) on page 34, the adjustments that we do make in presenting amounts
under the column captioned “Average Annualized Rental Rate as of December 31, 2010” seek to
harmonize the difference between leases that we write on a “full service” basis and leases
that we write on a “triple net” basis. The base rents payable by tenants under our full
service leases entitle the tenants to a range of services without a separate reimbursement
obligation to us. In contrast, tenants under our triple net leases must, in addition to
their base rents, make expense reimbursement payments to us. Because we write more full
service leases than triple net leases, we adjust the effective rental rates for triple net
leases to include a pro rata portion of annual budgeted operating expenses.

We are not aware of a requirement to present the average annualized base rent per square
foot disclosure after concessions or abatements. As also disclosed in note (c) on page 34,
amounts presented under the column captioned “Average Annualized Rental Rate as of December
31, 2010” reflect the rental rates being paid by our tenants at December 31, 2010 and,
because this data reflects effective rents that our tenants are paying at December 31, 2010,
we expressly do not adjust the amounts to reflect concessions and abatements. In light of
your comment, however, in future Exchange Act periodic reports including this disclosure, we
will revise note (c) on page 34 of our

Securities and Exchange Commission

June 10, 2011

Page 3

Form 10-K to clarify the manner in which average annualized base rent per square foot is
calculated as follows:

“Average Annualized Rental Rate is calculated by taking: (i) for office leases executed as
of December 31, 2010 and written on a triple net basis, the sum of the annualized base rent
utilizing contractual rental rates payable as of December 31, 2010 exclusive of concessions
and abatements plus the prorata 2010 budgeted operating expense reimbursements excluding
tenant electricity and (ii) for office leases executed as of December 31, 2010 and written
on a full service basis, the annualized base rent utilizing contractual rental rates payable
as of December 31, 2010 exclusive of concessions and abatements, and dividing the sum of
such amounts by the total square footage occupied as of December 31, 2010.”

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 42

Overview, page 42

    3.

    We note you have not included disclosure regarding your FFO. Please advise us whether you
consider FFO a key performance indicator. We may have further comment.

In our quarterly MD&A, we seek to satisfy three principal objectives:

    •

    to provide a narrative explanation of our financial statements that enables
investors to see us through the eyes of our management;

    •

    to enhance our overall financial disclosure and provide the context within which
financial information in our filings should be analyzed; and

    •

    to provide information about the quality of, and potential variability of, our
earnings and cash flow, so that investors can ascertain the likelihood that our
past performance is indicative of future performance.

Historically, we have not included funds from operations, or FFO, in our MD&A or, more
generally, in our Exchange Act periodic reports. Rather, our public disclosures of FFO have
primarily been through our quarterly earnings press releases that we furnish under Item 2.02
of Form 8-K, together with (i) a reconciliation of FFO to net income, the GAAP measure that
we believe to be the most directly comparable financial measure and (ii) disclosure of how
we compute FFO and why we believe that the presentation of FFO provides useful information
to investors regarding our financial condition and results of operations. We have also
included FFO, together with the foregoing reconciliation and disclosure, in our quarterly
Supplemental

Securities and Exchange Commission

June 10, 2011

Page 4

Investor Packages that we identify in our earnings press releases and post under the
“Investors Relations” section of our website.

We believe that our disclosure practices achieve our three principal objectives identified
above. We also recognize the Commission’s emphasis that companies should identify and
discuss key performance indicators that their management uses to manage their businesses and
that would be material to investors. In this regard, our management generally considers FFO
to be a useful measure for reviewing our comparative operating and financial performance
because, by excluding gains and losses related to sales of previously depreciated operating
real estate assets and excluding real estate asset depreciation and amortization (which can
vary among owners of identical assets in similar condition based on historical cost
accounting and useful life estimates), FFO can assist investors in comparing the operating
performance of a company’s real estate between periods or as compared to different
companies.

In preparing future filings of Exchange Act periodic reports, we will include FFO as part of
our MD&A (coupled with the information required by, and presented in a manner consistent
with, Item 10(e) of Regulation S-K).

Factors that May Influence Future Results of Operations

Financial and Operating Performance, page 43

    4.

    We note your discussion under this subheading regarding risks to your ongoing operations
resulting from tenant lease expirations/non-renewals. In future Exchange Act periodic
reports, please expand your disclosure in this section, as well as the narrative accompanying
your table disclosure of lease expirations beginning on page 35, to discuss the relationship
between market/current asking rents and leases expected to expire in the next period, as well
as the relationship between rents on leases that expired in the current reporting period and
rents executed on renewals or new leases.

We will include such information in future filings if we conclude that it is material to the
respective period or would otherwise enhance investor understanding of our performance and
financial statements. In addition, we will include such information if and to the extent it
enhances our disclosure of known trends or uncertainties that have had or that we expect
will have a material impact on our revenues or income.

Securities and Exchange Commission

June 10, 2011

Page 5

Critical Accounting Policies and Estimates, page 44

Revenue Recognition

    5.

    You disclose to the extent the tenant funds improvements that you consider to be landlord
assets you treat them as deferred revenue and amortize those amounts to revenue over the lease
term. Please tell us your basis in GAAP for your accounting treatment.

Our basis in GAAP for this accounting treatment comes from ASC 840-10-25-5, which defines
minimum lease payments as “the payments that the lessee is obligated to make or can be
required to make in connection with the leased property.” A requirement for the lessee to
fund capital expenditures during the term of the lease may be a form of minimum lease
payment if all of the following conditions are met:

    •

    The lease contains a requirement that the lessee fund capital expenditures

    •

    The lessee has little or no discretion to avoid the capital expenditure

    •

    The unavoidable capital expenditure is probable and reasonably estimable

    •

    The value of the capital improvements will accrue to the lessor at the end of
the lease, meaning that the asset is not specific to just the tenant funding the
improvement but can reasonably be expected to benefit future tenants.

Results of Operations, page 49

Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009, page 49

    6.

    In future Exchange Act periodic reports, please revise your introductory narrative in this
section to explain in greater detail how you determine the properties that fall within the
“same store” pool, including also a discussion of any properties that were excluded from the
pool that were owned in all periods compared.

We confirm that in our future filings, we will modify the disclosure to include the
additional information requested.

Securities and Exchange Commission

June 10, 2011

Page 6

    7.

    We note that as of December 31, 2010, you manage your portfolio within seven reportable
segments. Please tell us why the discussion of your results of operations does not address
the performance of your segments given that is how you manage your portfolio. Refer to SEC
Interpretive Release No. 33-8350.

While we manage our portfolio in seven reportable segments and include such information in
accordance with GAAP in our footnote disclosures, we look to the guidance in SEC
Interpretive Release No. 33-8350 in preparing an MD&A that affords investors and other
readers of our financial statements an understanding of our financial condition, changes in
our financial condition and results of operations.

The Interpretive Release emphasizes that “within the universe of material information,
companies should present their disclosure so that the most important information is most
prominent.” We believe that presentation of our consolidated financial information, without
a breakdown by segment, generally most effectively presents important information. We
believe that our concentration on same store results of operations, and the impact on our
overall results of operations attributable to acquisitions, dispositions and developments
and redevelopments, provide investors with a clear understanding of our company as a whole
and key drivers of period-to-period changes in our performance. For example, we highlight
changes in key components of revenues and expenses, and the impact of these changes on our
same store portfolio to enhance the ability of users of our financial information to
ascertain the key drivers of changes in our overall performance. We believe that a general
provision of such information on a regional basis would increase the time users would spend
evaluating items that may be immaterial to our company as a whole.

The Interpretive Release states that “companies should avoid unnecessary duplicative
disclosure that can tend to overwhelm readers and act as an obstacle to identifying and
understanding material matters.” Our seven reportable segments primarily own and manage
office properties, and, as such we believe that an MD&A presentation focused primarily at
the Parent Company level (coupled, as applicable, with discussion of regional or property
level information) results in a clear picture of our results of operations.

In the MD&A in our future Exchange Act filings, we will include a cross-reference to the
segment information in the notes to our financial statements. As part of this
cross-reference, and in recognition of the presentation of “net operating income” by segment
in the notes to our financial statements, we will include an explanation of net operating
income and segment net operating income and, in compliance with Item 10(e) of Regulation
S-K, why we believe net operating income provides useful information to investors as a
performance measure.

Securities and Exchange Commission

June 10, 2011

Page 7

We believe the foregoing approach is consistent with, and furthers the objectives of, the
regulatory framework for addressing segments within the MD&A. Consistent with the disclosure principles in the Interpretive Guidance, the last sentence of Item 303(a) of
Regulation S-K recognizes that the handling of segment presentation in the MD&A is
company-specific and requires exercise of judgment; and instructions within Item 303,
including instruction 5 to paragraph (a)(4) of Item 303, and the last sentence of Item
101(b) of Regulation S-K, recognize that a cross-reference to segment disclosure in
financial statements may promote clarity in the MD&A.

Comparison of twelve-months ended December 31, 2010 to the twelve months-ended December 31,
2009, page 50

    8.

    In future Exchange Act periodic reports, please include a summary of your leasing activity
for the reporting period. Please include in that summary a discussion of leasing costs,
including leasing commissions and tenant improvement costs on a per square foot basis.

We will include such information in future filings if we conclude that it is material to the
respective period or would otherwise enhance investor understanding of our performance and
financial statements. In addition, we will include such information if and to the extent it
enhances our disclosure of known trends or uncertainties that have had or that we expect
will have a material impact on our revenues or income.

    9.

    Your tabular disclosure of property portfolio total revenue and property-related expenses
calculates the amount “Subtotal,” which equals net operating income disclosed elsewhere in
your filing. Please tell us how your disclosure complies with Item 10(e) of Regulation S-K,
or tell us how you determined it was not necessary to provide such information.

We previously did not believe that it was necessary to provide addit

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

       DIVISION OF
CORPORATION FINANCE

May 26, 2011
  Via U.S. Mail and Facsimile 610.832.4919

 Howard M. Sipzner  Executive Vice President and Chief Financial Officer Brandywine Realty Trust 555 East Lancaster Avenue Radnor, PA  19087
Re: Brandywine Realty Trust
Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011   File No. 1-9106
Brandywine Operating Partnership, L.P. Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011   File No. 0-24407

Dear Mr. Sipzner:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  Pleas e apply the comments noted below to the financial statements
of both the company and your operating partnership.

Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. May 26, 2011 Page 2  Form 10-K for the fiscal year ended December 31, 2010

 Item 1.   Business

 2010 Transactions

 Real Estate Acquisitions/Dispositions, page 8

1. In future Exchange Act periodic reports, please include disclosure on weighted average
capitalization rates for acquisi tions and dispositions of properties during the reporting
period, including a clear descrip tion of how you calculated disclo sed capitalization rates.

Item 2.  Properties
 Properties, page 28

2. Based on your footnote disclosure, it does not appear that the aver age annualized base
rent per square foot disclosure acco unts for concessions, abatements, and
reimbursements.  In future Exchange Act pe riodic reports, please re vise to quantify the
effective rent after subtracting the ad justments from cont ractual rents.

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 42

Overview, page 42
3. We note you have not included disclosure rega rding your FFO.  Please advise us whether
you consider FFO a key performance indica tor.  We may have further comment.

Factors that May Influence Fu ture Results of Operations

Financial and Operating Performance, page 43
4. We note your discussion under this subh eading regarding risks to your ongoing
operations resulting from tenant  lease expirations/non-renewals .  In future Exchange Act
periodic reports, please expand your disclosure in this sect ion, as well as the narrative
accompanying your table disclosure of lease expirations beginning on page 35, to discuss
the relationship between market/c urrent asking rents and leases expected to expire in the
next period, as well as the relationship between rents on leases that ex pired in the current
reporting period and rents on executed renewals or new leases.

Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. May 26, 2011 Page 3  Critical Accounting Policies and Estimates, page 44

 Revenue Recognition

5. You disclose to the extent th e tenant funds improvements that  you consider to be landlord
assets you treat them as deferred revenue a nd amortize those amounts to revenue over the
lease term.  Please tell us your basis in GAAP for your accounting treatment.

Results of Operations, page 49
 Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009, page
49
6. In future Exchange Act periodic reports, pl ease revise your introductory narrative in this
section to explain in greater detail how you determine the pr operties that fall within the
“same store” pool, including al so a discussion of any propert ies that were excluded from
the pool that were owned in all periods compared.
7. We note that as of December 31, 2010, you manage your portfolio within seven
reportable segments.  Please tell us why the di scussion of your results of operations does
not address the performance of your segm ents given that is how you manage your
portfolio.  Refer to SEC Inte rpretive Release No. 33-8350.

Comparison of twelve-months ended December 31, 2010 to the twelve months-ended December
31, 2009, page 50
8. In future Exchange Act periodic reports,  please include a summa ry of your leasing
activity for the reporting period.  Please include in that su mmary a discussion of leasing
costs, including leasing commissions and tena nt improvement costs on a per square foot
basis.
9. Your tabular disclosure of property portfolio  total revenue and prope rty-related expenses
calculates the amount “Subtotal,” which equals  net operating income disclosed elsewhere
in your filing.  Please tell us how your disclo sure complies with Item 10(e) of Regulation
S-K, or tell us how you determined it was not necessary to provide such information.

Liquidity and Capital Resources of the Parent Company, page 60
10. In future Exchange Act periodic reports, w ith respect to your cont inuous equity Offering
Program, please disclose the gross proceeds or , alternatively, the av erage price per share
and also explain in greater detail the use of  proceeds by the operating partnership for
sales in the reporting period.  In addition, please clarify th e amount still available under
the program.

Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. May 26, 2011 Page 4  Item 15. Exhibits and Financial Statement Schedules

 (a) 1. and 2. Financial Statements and Schedules

 Notes to Consolidated Financial Statements, page F-15

 2. Summary of Significant Acc ounting Policies, page F-15

 Purchase Price Allocation, page F-16

11. We note that you amortize below-market le ase values over the non-cancellable term
including any fixed-rate rene wal periods.  Please tell us how you determine the likelihood
that a lessee will execute a below-market lease renewal, and how you consider the
likelihood, if at all, in determ ining the amortization period.

Construction in Progress, page F-17
12. Regarding the internal direct construction costs capitalized, in future periodic filings
please disaggregate the amounts between development, redevelopment and ongoing tenant improvement projects.  Please also tell us the amount of salaries capitalized in
each of these categories, and if materi al, include in future periodic filings.

Accounting Pronouncements Adopted During 2010, page F-24

13. We note your discussion of the three entities that have been  deconsolidated due to the
amended guidance for the consolidation of vari able interest entities and your conclusion
that the partners have shared power in thes e ventures.  Please clarify what happens in
situations where the parties do not agree and whether contract ually one of the parties has
the ability to break any deadlock.

7. Debt Obligations, page F-34
14. We note your guaranteed exchangeable notes  are exchangeable for cash or common
shares for the remainder of th e exchange value in excess of the principal amount.  Please
clarify for us and disclose in future periodic filings whether the election to issue cash or shares is at your option.

(a) 3. Exhibits

 Exhibits 23.1 and 23.2

15. Please confirm to us that you have signed copi es of the consents from your independent
registered public accounting firm  related to the registration st atements listed.  In future

Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. May 26, 2011 Page 5
periodic reports, please ensure that you have  included a designation illustrating that your
auditors have signed the consents.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Mark Raki p, Staff Accountant, at 202.551.3 573 or the undersigned at
202.551.3413 if you have questions regarding the co mments on the financial statements and
related matters.  Please contact Jerard Gibson, Attorney-Advisor, at 202.551.3473 or Mike
McTiernan, Assistant Director at  202.551.3852 with any other questions.

         S i n c e r e l y ,
Cicely LaMothe Senior Assistant Chief Accountant

Mail Stop 3010

January 25, 2010

 VIA USMAIL and FAX (610) 832 - 4919   Mr. Howard M. Sipzner Executive Vice President and Chief Financial Officer Brandywine Realty Trust 555 East Lancaster Avenue Radnor, Pennsylvania 19087
Re: Brandywine Realty Trust
  Form 10-K for the year ended December 31, 2008
Filed on March 2, 2009
File No. 001-09106

Dear Mr. Howard M. Sipzner:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
 You may contact Wilson K. Lee at (202) 551–3468 or me at (202) 551-3472 if
you have any additional questions.          S i n c e r e l y ,

Yolanda Crittendon Staff Accountant

CORRESP
1
filename1.htm

corresp

January 21, 2010

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

    Attention:

    Yolanda Crittendon

Wilson K. Lee

    RE:

    Brandywine Realty Trust

Form 10-K for the year ended December 31, 2008

Filed on March 2, 2009

File No. 001-09106

Dear Ms. Crittendon and Mr. Lee:

We have received your January 12, 2010 letter and appreciate your comment with respect to our
response letters dated July 17, 2009 and November 6, 2009. We understand that the purpose of your
review of the above referenced filings is to assist us in our compliance with applicable disclosure
requirements and to enhance the overall disclosures in our filings. Listed below is your comment
and our response.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

Financial Statements and Notes

Note 16 — Tax Credit Transactions, pages F-36 — F-37

    1.

    We have read and considered your responses in relation to our comments regarding the
accounting of your tax credit monetization arrangements. We note that you intend to recognize
the cash received in these arrangements as income either at the end of the recapture period or
as the recapture period expires. We believe the cash received for both the Historic Tax
Credit and the New Market Tax Credit should not be recognized into income until the related
put or call is exercised. Please confirm whether you plan to revise your policy and
disclosures accordingly.

The New Market Tax Credit (“NMTC”) put or call can be exercised at any time during the 6 month
period beginning at the end of the 7 year NMTC compliance period in December 2015. The credits are
subject to 100% recapture during this 7 year period. Therefore, if the transaction

Securities and Exchange Commission

January 21, 2010

Page 2

proceeds as we expect, our current expected income recognition period would effectively be
consistent with the Staff’s comment for the NMTC.

For the Historic Tax Credit (“HTC”) the timing of the put or call also corresponds to the
conclusion of the recapture period for the tax credits. The ability of the IRS to recapture the
HTC expires 20% per year beginning one year after the completion of the associated project and this
was the basis for our expected proportionate recognition into income of the net cash proceeds as
revenue from 2011 through 2015.

As previously noted, we analogized to ASC 460-10-35-2 (formerly known as FIN 45 paragraph 12) to
determine the attribution model for recognizing the reduction in the initially recorded liability
into income. This guidance provides that income can be recognized upon either (1) expiration or
settlement of the guarantee, (2) by a systematic and rational amortization method or (3) as the
fair value of the guarantee changes. We had previously determined that a systematic and rational
amortization method (i.e., income recognition as the recapture period expires) was a reasonable
approach and supportable in our fact pattern. We continue to believe that this is an acceptable
model under GAAP.

In evaluating the Staff’s comment, we concluded that we can also accept an alternative model
whereby income recognition is deferred until settlement of the entire transaction occurs. In this
case, that would be when either the put or call provision is exercised and the investor in the
transaction entities, established to facilitate the monetization, no longer have an ongoing
interest.

We have determined that we will change our policy to conform to the alternative view as suggested
by the Staff. Accordingly, we will revise our policy and disclosures for the NMTC and HTC in
future filings to indicate the income associated with the net cash received will be deferred until
the puts or calls are exercised.

Securities and Exchange Commission

January 21, 2010

Page 3

As requested, these responses to your comments have been filed on EDGAR within ten business
days of your associated letter. In closing, we acknowledge that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

If you have any questions with respect to our responses or require any additional information,
please feel free to call me at 610-832-4907 or Gabe Mainardi at 610-832-4980.

Very truly yours,

/s/ Howard M. Sipzner

    Howard M. Sipzner

    Executive Vice President and Chief Financial Officer

    cc:

    Gabe Mainardi, Vice President and Chief Accounting Officer

Michael Friedman, Esquire (Pepper Hamilton LLP, Philadelphia)

Sandra Blum (PricewaterhouseCoopers, Philadelphia)

Thomas Barbieri (PricewaterhouseCoopers, Florham Park)

Mail Stop 3010

January 12, 2010
  VIA USMAIL and FAX (610) 832 - 4919   Mr. Howard M. Sipzner Executive Vice President and Chief Financial Officer Brandywine Operating Partnership, L.P. 555 East Lancaster Avenue Radnor, Pennsylvania 19087
Re: Brandywine Operating Partnership, L.P.
  Form 10-K for the year ended December 31, 2008
Filed on March 2, 2009 File No. 000-24407

Dear Mr. Howard M. Sipzner:
We have reviewed your response letters dated July 17, 2009 and November 6, 2009 and
have the following additional comments.   If you disagree, we will consider your explanation as to why our comment is inapplicable.  Provide to us the information requested if indicated and please be as detailed as necessary in your explanation.  FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 Financial Statements and Notes

 Note 16 – Tax Credit Transactions, pages F-84 – F-85

1. We have read and considered your responses in relation to our comments regarding the
accounting of your tax credit monetization arrangements.   We note that you intend to recognize the cash received in these arrangements as income either at the end of the recapture period or as the recapture period expires.  We believe the cash received for both the Historic Tax Credit and the New Market Tax Credit should not be recognized into income until the related put or call is exercised.   Please confirm to whether you plan to revise your policy and disclosures accordingly.

*  *  *  *

Howard M. Sipzner
Brandywine Operating Partnership, L.P. January 12, 2010 Page
2

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please file a letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3472 if you have
any questions.
Sincerely,

Yolanda Crittendon Staff Accountant

CORRESP
1
filename1.htm

corresp

November 6, 2009

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

Attention:   Yolanda Crittendon

                   Wilson K. Lee

    RE:

     Brandywine Realty Trust

Form 10-K for the year ended December 31, 2008

Form 10-Q for the period ended March 31, 2009

Filed on March 2, 2009 and May 8, 2009

File No. 001-09106

Dear Ms. Crittendon and Mr. Lee:

Pursuant to our teleconference with you and your colleagues on October 7, 2009 we are providing the
below information to supplement your review of the tax credit transactions that we entered into
during 2008. We are hopeful that this letter is responsive to the requests for information made in
that call. We understand that the purpose of your review of the above referenced filings is to
assist us in our compliance with applicable disclosure requirements and to enhance the overall
disclosures in our filings.

Our references below to “tax credits” and “tax credit transactions” generally cover both the
Historic Tax Credit (“HTC”) and related monetization transaction and the New Market Tax Credit
(“NMTC”) and related monetization transaction. Unless otherwise indicated, we use the terms “we,”
“us,” “our” and “Brandywine” to refer to Brandywine Realty Trust and Brandywine Operating
Partnership, L.P. and their subsidiaries.

Included herein, we have provided the following additional information in response to the requests
made on that call in order to help to supplement your review. The additional information is
organized under the following captions:

    Page Ref.

    I.

    Overview of Structure of Entities

    3

    II.

    Additional FIN 46(R) Information

    9

    III.

    Additional Put/Call Information on the Non-controlling Interests

    11

    IV.

    Financial Statement Presentation and Journal Entries

    13

Background

Brandywine
Realty Trust is a real estate investment trust (“REIT”). As
a REIT, Brandywine is required to distribute its taxable income
annually to its shareholders and receives
a dividends paid deduction for the amount distributed. As such, we generally do not have a federal income tax liability. Credits
against Brandywine’s federal income taxes are therefore of limited benefit. Accordingly, as
development of the Post

Securities and Exchange Commission

November 6, 2009

Page 2

Office and Garage progressed, we examined approaches to monetizing the tax
benefits afforded by these projects. Our development of these projects was not contingent on our
ability to monetize the tax benefits and we commenced the projects prior to finding a tax credit
investor for these tax benefits.

If we were not a REIT we would utilize the credits as a reduction of our federal income tax
liability. However, the credits themselves are not applied to taxable income but rather to the
amount of federal income tax owed. If the credits were treated as a reduction of taxable income,
then they could benefit us by reducing our dividend requirement. Since the credits are used to
reduce a federal income tax liability which we generally do not have
due to our
dividends paid deduction, the credits themselves were not of use to us. Use of the credits as a
reduction to an entity’s federal income tax liability would benefit the entity’s statement of
operations by reducing the entity’s recognized federal income
tax expense. In our case, we monetized attribute and, accordingly, our proposed accounting results in the recognition of income in
our statement of operations over the IRS recapture period.

Under the tax credit transactions, USB will receive the benefit of using the credits as a federal
income tax deduction and we will recognize income from the
monetization of the credits. For tax purposes,
payments that we receive on account of our sale of the tax benefits under both the HTC and the NMTC
will result in taxable income to us, although the recognition and timing of such income for tax
purposes is different than that which we are proposing under GAAP. Accordingly, over time we will
be required to pay out a higher amount of dividends in the year such taxable income is recognized.

To assist us in monetizing the tax credits, we engaged The Reznick Group (“Reznick”), a
recognized expert in the field of tax credit transactions. As part of its engagement, Reznick
oversaw the process by which we identified potential purchasers for the tax credit benefits and
ultimately selected USB as the purchaser (i.e., the tax credit investor).

After giving consideration to the fact that, as a REIT, our ability to utilize the available tax
credits would be limited and the value of the credits diminished and after consideration of the
bids received, we determined it was in our best interest to monetize the tax credits in a
transaction with USB. The tax benefits associated with the HTC and NMTC were monetized through the
formation of certain entities (referred to in this letter as “transaction entities”) in which USB
acquired an interest. It is through this structured arrangement that we are able to pass through
the tax credits to USB. While the transaction entities for the Post Office and Garage projects
differ, in each case USB became the “tax credit investor”.

Overview of Accounting Analysis

As we proceeded through the syndication process and tax projection process with Reznick, we were
evaluating the GAAP accounting treatment for the tax credit transactions. As noted in our response
letter dated June 2, 2009, we looked to the following GAAP accounting pronouncements in determining
the appropriate accounting treatment:

    1)

    FIN 46R, “Consolidation of Variable Interest Entities, an interpretation of ARB No.
51” (“FIN 46R”);

    2)

    FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5,
57, and 107 and rescission of FASB Interpretation No. 34” (“FIN 45”);

    3)

    FAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity” (“FAS 150”); and

    4)

    SAB 104, “Revenue Recognition” (“SAB 104”).

Another aspect to our analysis was to review REIT and other public company filings to determine how
similar transactions have been accounted for. We found the number of public companies with these
transactions to be limited. One of particular note was Apartment Investment & Management Company,
whose Quarterly Report

Securities and Exchange Commission

November 6, 2009

Page 3

on Form 10-Q for the quarter ended September 30, 2006 applied revised
accounting treatment to prior periods to reflect the proceeds from the sale of Low Income Housing
Tax Credits as deferred income and to recognize the proceeds from the sale as revenues when the
company’s obligation to deliver expected tax benefits to investors was relieved.

Our GAAP analysis led to the conclusion that:

    1)

    The proceeds received in exchange for the transfer of the tax credit benefits should be
recognized as revenue proportionately as the tax benefits are delivered to the tax credit
investor and our obligation is relieved,

    2)

    Direct and incremental costs incurred in structuring these arrangements should be
deferred and amortized over the expected duration of the arrangement in proportion to the
recognition of related revenue,

    3)

    Investor contributions in excess of recognized revenue at any point in time should be
reported as deferred income in our consolidated balance sheet.

    4)

    The non-controlling interests should be classified as liabilities.

Through our research we noted that not all tax credit transactions are structured in exactly the
same manner, however, the key underlying element in reaching a GAAP conclusion for accounting for
these transactions is to look to the economic substance. Regardless of the precise structure used
for tax purposes, the ultimate GAAP conclusion is that the cash proceeds that we will receive from
USB principally relate to the monetization of tax credits. The monetization of these credits does not change our
ultimate ownership of or investment in the Post Office or the Garage and as a result, we believe
that such proceeds, net of such amounts recognized as non-controlling interests should be treated
as deferred income to be recognized in our Consolidated Statement of Operations when we no longer
have an obligation to USB under the transaction guarantees and IRS recapture provisions.

Since the contributions made by USB are for their purchase of the tax credits that are available,
we will treat those contributions allocated to that component of the purchase as deferred revenue
resulting from the sale of the tax credits rather than as non-controlling interests on our balance
sheet. USB is an investor only with limited decisions making ability as we (i) own the Projects,
(ii) are responsible for constructing and delivering the Projects, and (iii) will own 100% of the
Projects when USB exercises its put at the end of the IRS recapture period. In this regard, as
noted in the Additional Put/Call Information on Non-controlling Interest section below (Section
III), based on the design and pricing of the transaction, we expect that USB will exercise the put
because we believe the exercise of the put provides the greatest tax
benefit to USB.  The exercise of
the put is not required under our agreement with USB; however, in addition to the economic analysis
that we performed, the design of the put, and how the put was factored into the pricing on the
transactions, we noted, during our process undertaken with Reznick,
that out of the many
transactions that Reznick has worked on, there were only two instances in which the put was not
exercised.

I. Overview of Structure of Entities

The discussion below of the transaction entities and transaction documents (which we provided to
you on September 15, 2009 pursuant to Rule 12b-4) supplements the analysis in our July 17, 2009
letter and addresses features of the transaction documents that we believe relevant to our FIN
46(R) analysis.

Securities and Exchange Commission

November 6, 2009

Page 4

Historic Tax Credit Transaction

The principal entities in the HTC transaction, which will be discussed in greater detail below,
are:

    1)

    USB – “Tax Credit Investor”

    2)

    Brandywine Cira PO Master Tenant LLC (“Master Tenant”) or (“LLC”)

    3)

    Brandywine Cira Post Office, LP (“Landlord”)

    4)

    Brandywine Cira PO Developer LLC

Brandywine Realty Trust and its related entities are referred to as “we”, “us”, “our” or “BDN”.

In exchange for its contributions into the project, USB is entitled to substantially all of the
benefits derived from the tax credit, but does not have an expected material interest in the underlying
economics of the property. The transaction includes a put/call provision (as noted in our previous
correspondence and as described above and in more detail below) whereby we may be obligated or
entitled to repurchase USB’s interest in Master Tenant. The structure of the transaction effects
the HTC allocation to USB.

Based on the contractual arrangements that obligate us to deliver tax benefits to USB and that
entitle us, through fee arrangements, to receive substantially all available cash flow from the
transaction entities during the period prior to the exercise of the
put, we concluded that these entities are most appropriately accounted for by us
as wholly-owned subsidiaries. We also concluded, for financial
accounting purposes,   that capital contributions received by the Master
Tenant from USB (net of the amounts allocated to the put obligations as described in the Additional
Put/Call Information on the Non-controlling Interests section below (Section III )), are, in
substance, consideration that we will receive in exchange for our obligation to deliver tax credits
and other tax benefits to USB. We have concluded that these receipts should be recognized as
revenue in our consolidated financial statements when  our obligations to USB are relieved upon
delivery of the expected tax benefits, without the potential for IRS recapture. Accordingly, the
cash proceeds from the USB contributions were allocated into two accounting units – both of which
are recorded as liabilities on our balance sheet. The first represents the mandatorily redeemable
non-controlling interests and the other is for deferred income from proceeds from the sale of the
tax credits. The mandatorily redeemable non-controlling interest is accreted to its put price
based on the estimated put date. The deferred income will be recorded as revenue as any potential
recapture obligation is relieved.

The following provides details on the transaction entities, the agreements entered into and the
resulting accounting conclusions.

Brandywine Cira PO Master Tenant LLC (“Master Tenant”) or (“LLC”)

We formed Master Tenant in September 2008 and it has a perpetual term. USB is the “Investor
Member” of Master Tenant, holding a 99.9% interest, and Brandywine Cira Post Office LLC (a
wholly-owned subsidiary of Brandywine OP) is the “Managing Member” of Master Tenant, holding a
0.01% interest. The relationship between Investor Member and Managing Member is established in the
operating agreement of Master Member (the “Operating Agreement”), a copy of which we previously
provided to you. In the Operating Agreement the parties allocated to USB the tax benefits of the
HTC and allocated to our wholly-owned subsidiary (Brandywine Cira Post Office LLC) the payments by
USB for the tax benefits.

Capital Contributions

USB will contribute to Master Tenant $67,966,185 in four installments as follows (capitalized items
are defined in the Operating Agreement):

    1)

    First installment of $10,194,928 at closing

Securities and Exchange Commission

November 6, 2009

Page 5

    2)

    Second installment of $23,788,165 upon later of September 1, 2009 or
achievement of 50% lien-free Construction Completion (second installment not paid
through the date of this letter)

    3)

    Third installment of $30,584,783 upon the latest to occur of (a) April 1, 2009,
(b) achievement of 75% lien-free Construction Completion or (c) receipt of evidence
satisfactory to USB of a fully executed amendment to the GSA lease naming Master Tenant
as assignee thereunder

    4)

    Fourth installment of $3,398,309 upon the later of November 1, 2010 or the
satisfaction of all of the following conditions: (a) Final Closing, (b) achievement of
100% lien-free Construction Completion, (c) receipt by USB of the Cost Certification,
(d) receipt by USB of Part 3 Approval, (e) delivery to USB of an updated Title Policy
report and a complete set of as built drawings for the Property and (g) evidence of
payment for completion of the Rehabilitation and no filed mechanics liens.

The USB capital contributions will be used by the Master Tenant (i) to fund a small operating
reserve ($25k) and (ii) with the balance to make capital contributions to the Landlord.

The journal entries recorded to reflect these contributions (assuming consolidation by us of the
Master Tenant entity, as we had previously concluded) are reflected in the Journal Entry section
below.

Management of the Master Tenant

As the Managing Member of Master Tenant, Brandywine Cira Post Office LLC has the full, complete and
exclusive power and authority to manage and control the business and affairs of Master Tenant,
except for those matters, identified in Section 8.02(b) of the Operating Agreement, that are
subject to USB’s reasonable consent, including:

    1)

    sell, refinance, or otherwise dispose of all or substantially all of the assets of the
Master Tenant;

    2)

    supplement, replace, renew, cancel or materially amend the Operating Agreement, the
Lessor Partnership Agr

CORRESP
1
filename1.htm

corresp

July 17, 2009

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

    Attention:

    Yolanda Crittendon

Wilson K. Lee

    RE:

    Brandywine Realty Trust

Form 10-K for the year ended December 31, 2008

Form 10-Q for the period ended March 31, 2009

Filed on March 2, 2009 and May 8, 2009

File No. 001-09106

Dear Ms. Crittendon and Mr. Lee:

We have received your July 6, 2009 letter and appreciate your comments with respect to our response
letter dated June 2, 2009. We understand that the purpose of your review of the above referenced
filings is to assist us in our compliance with applicable disclosure requirements and to enhance
the overall disclosures in our filings. Listed below are your comments and our responses.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

Financial Statements and Notes

Note
16 — Tax Credit Transactions, pages F-35 — F-36

    1.

    We have read and considered your response to comment two. We note that the tax benefits
associated with the historic tax credits and new market tax credits were monetized through the
creation of certain entities in which USB then acquired an ownership interest. As a result of
your analysis of FIN46(R), it was concluded that these entities were considered variable
interest entities and should be consolidated as the company deemed itself as the primary
beneficiary. Please explain to us how these entities are structured and the amount of interest
that both, the company and USB, holds within these entities. Also explain to us how USB’s
non-controlling ownership interest is being accounted for, within the company’s financial
statements.

Securities and Exchange Commission

July 17, 2009

Page 2

Historic Tax Credit (“HTC”) transaction

As part of our accounting analysis, we concluded that, in accordance with FIN 46(R), the entities
created in conjunction with USB’s investment should be consolidated in our financial statements.
We reached this conclusion after we determined that we are the primary beneficiary of the
investment structure.

The following entities are parties to the HTC:

    1)

    USB — “Tax Credit Investor”

    2)

    Brandywine Cira PO Master Tenant LLC (“Master Tenant”)

    3)

    Brandywine Cira Post Office, LP (“Landlord”)

The Landlord is the entity that owns the Property and is the entity that has agreed to elect under
Section 50 of the Internal Revenue Code to pass-through to the Master Tenant the HTC to which the
Landlord is otherwise entitled as a result of the rehabilitation of the Property. The Landlord
entity will be able to make this election because the Master Tenant has a qualified lease with the
Landlord entity for qualifying property. The Master Tenant is a 5% limited partner in the Landlord
entity and the contributions made by USB are then contributed to the Landlord entity for its 5%
ownership interest. The 0.95% GP and the remaining LP ownership interests are owned by affiliates
of ours, all of which are consolidated into our financial statements. USB does not have a direct
ownership interest in the Landlord entity.

As the Tax Credit Investor, USB is entitled to substantially all of the benefit derived from the
tax credit. This is accomplished through allocations of tax credits by the Master Tenant to USB and
is effected by USB’s purchase of the tax credits through its ownership of a partnership interest.
The partnership interest contains a put provision whereby we may be obligated to purchase USB’s
interest in Master Tenant at the end of the tax credit recapture expiration period at a fixed
price. As previously noted, based upon the overall design and intent of the entities, we believe
that the put option will be exercised for the reasons set forth in our submission to the SEC staff
dated June 2, 2009 (“Previous Submission”). In response to the Staff’s comment, we have addressed
the accounting for this put in Question 2 below. As noted in our Previous Submission, there is also
a call option available to us.

Upon creation of the Master Tenant, to whom we will ultimately assign our lease with the IRS, we
entered into a master lease with the Master Tenant. The Master Tenant is the entity through which
federal HTCs will be allocated to USB and the entity through which USB’s installments are made to
the Landlord. USB is the Investor Member of Master Tenant and owns a 99.9% membership interest.
Brandywine Cira Post Office LLC (wholly owned by us) is the Managing Member of the Master Tenant
and has a 0.01% membership interest therein. It is through USB’s membership interest that the
economic benefit of the tax credits are passed to USB. The contributions made by USB to the Master
Tenant entity are calculated so that the amount paid is equal to the fair value ascribed to the tax
credits. As noted in our Previous Submission, tax credit investors value the credits based on
projections of taxable income and the expected benefits.

Securities and Exchange Commission

July 17, 2009

Page 3

USB is also entitled to a 2% return (beginning in 2011) on the cash it paid into the Master Tenant
and could receive other contingent special tax payments. Depreciation and tax credits allocated to
the Master Tenant through the Master Tenant’s interest in the Landlord Entity (of which USB is
entitled to 99.9%), the 2% return and the put payment (assuming USB exercises the put) are USB’s
principal sources of its economics from the Master Tenant. Our economics are principally the
receipt of the Master Tenants capital contributions.

Given that FIN 46(R) applies to all entities regardless of their purpose, we first evaluated
whether the Master Tenant entity would be a variable interest entity (“VIE”) and if it was, whether
we would consolidate the Master Tenant entity. We determined that the Master Tenant entity was a
VIE as there is a lack of sufficient equity at risk since additional capital contributions are
required by USB in order for the Master Tenant to meet its capital requirements for its investment
in the Landlord (i.e., meets paragraph 5(a) of FIN 46(R)). In addition, its activities and
economics thereof were largely predefined, as the equity holders at risk do not have the ability to
make decisions about the activities that have a significant impact on its success (i.e., meets
paragraph 5b(1) of FIN 46(R)). In addition, it is only with those previously referred to capital
contributions that the Master Tenant will be able to satisfy its capital requirements to the
Landlord entity which will enable the Landlord entity to generate the tax credits to allocate back
to the Master Tenant.

We and USB are considered related parties under FIN 46(R) since neither of us can sell or encumber
our respective interest without permission of the other party. Since USB and we are considered
related parties and would absorb a majority of the variability of the entity as a related party
group, the company evaluated the related party tiebreaker highlighted in paragraph 17 of FIN 46(R).
The Company determined it was the primary beneficiary under the related party tie-breaker since it
was determined to be the party most closely associated with the entity. After considering the
following factors, we concluded that, based on the weight of the evidence, we are the primary
beneficiary of the Master Tenant and should consolidate: (i)the entity was principally established
to monetize tax attributes for one of our projects that we could not otherwise use, (ii) we
provided protection to USB’s investment in the form of guarantees (as described in our Previous
Submission), (iii) we will assign to the Master Tenant a pre-existing lease that we negotiated
several years ago, and (iv) leasing of office space is our primary business.

New Market Tax Credit (“NMTC”) transaction

NMTC investments are made through Community Development Entities (“CDE”) and such entities are
qualified through the US Department of the Treasury. NMTCs are earned for a qualified equity
investment made by a taxpayer in CDEs if substantially all of the investment is used by the CDE to
make a qualified low income community investment in qualified active low income community
businesses. It is through its equity contributions into the CDE entities described below that USB
is able to receive the benefits of the NMTCs.

The NMTC benefit is equal to a 39% tax credit of invested equity/loan that a corporation or
individual is entitled to take on its income tax return over a 7 year period. The 39% is utilized
as follows:

Securities and Exchange Commission

July 17, 2009

Page 4

    •

    5% of the invested equity /loan for the first 3 years (beginning in the initial year of
the investment — 2008)

    •

    6% of the invested equity/loan for the last four years

NMTC transactions typically involve three participants: (i) a borrower, (ii) an investor who makes
an investment and receives NMTCs and (iii) a CDE that has received allocations of NMTCs from the
U.S. government and is thereby able to facilitate a NMTC financing transaction between the investor
and borrower.

The CDE investors in this financing arrangement are Renaissance Finance VIII, LLC (“Renaissance
Sub-CDE”) and New Opportunities Sub CDE VI, LLC (“USB Sub-CDE”). Renaissance Sub-CDE is managed
and partially owned (0.01%) by Renaissance Finance, which is a private financial institution and
USB Sub-CDE is managed and partially owned (0.01%) by USB. The remaining equity interest (99.99%)
of each of the Renaissance Sub-CDE and USB Sub-CDE is owned by Cira Garage Investment Fund LLC (the
“Fund”), a company established for the purpose of facilitating this NMTC financing arrangement.
The Fund equity is 100% owned by USB, but we provided significant financing to this entity to
facilitate the transaction.

The Fund was capitalized with $13.3 million of equity from USB. In addition, we loaned $31.2
million to the Fund (“Note”) pursuant to a 1.97% note receivable due in December 2038. These
proceeds received by the Fund were used to make contemporaneous 99.99% equity investments in each
of Renaissance Sub-CDE and USB Sub-CDE. The remaining nominal equity interests were made by USB
and Renaissance Finance. The aggregate funds received by the Fund were also used to establish an
operating reserve and fee reserves for the Sub-CDEs.

Renaissance Sub-CDE and USB Sub-CDE, upon receipt of their equity funding, contemporaneously made
aggregate loans of $25.8 million and $14.8 million, respectively to the NMTC Borrower (a wholly
owned subsidiary of ours) through a series of notes. The NMTC Borrower issued to Renaissance
Sub-CDE three notes totaling $25.8 million, the first two of which total $24.5 million with a 30
year term and a 1% interest rate and the third is for $1.3 million with a 7 year term and a 1%
interest rate. The NMTC Borrower issued to USB Sub-CDE two notes totaling $14.8 million each with
a 30 year maturity and a 1% interest rate. All amounts paid by us to service these notes are
remitted to us to satisfy the debt service under the Note, thereby not permitting any payments to
the equity holder.

The difference between the $40.6 million in loans made to BDN and the aggregate capital
contribution and loans of $44.5 million provided to the CDEs was principally paid to Renaissance as
a fee. In addition, BDN must pay an exit fee to Renaissance as to part of this transaction. The
exit fee is addressed in our response to Question 2.

The interest on the loans from the CDEs to the NMTC Borrower is to be paid annually. The interest
on the funds borrowed by the Fund from us is to be paid to the extent the interest is paid on the
CDE loans. The remaining interest owing under our loan accumulates and interest is compounded.
This ensures that no cash is transferred to USB or Renaissance prior to maturity but instead the
debt service that we pay to the CDE is used to service the loan we made to the Fund.

Securities and Exchange Commission

July 17, 2009

Page 5

On December 31, 2015 (corresponding to the end of the tax credit compliance period), the $1.3
million CDE loan becomes due and payable and will require a payment from us to Renaissance and is
referred to as an exit fee and such payment is also discussed in our response to Question 2 below.

In exchange for USB’s contributions into the Fund, which then made a qualifying investment in the
Project, USB is entitled to substantially all of the benefits derived from the tax credit, but they
do not have a material interest in the underlying economics of the Project. This is accomplished
by allowing USB to “buy” the NMTCs by making an equity contribution to the Fund. USB’s interest in
the Fund also contains a put whereby we may be obligated to purchase USB’s interest. As previously
noted, we believe the put will be exercised. In response to the Staff’s comment, we have addressed
the put in Question 2 below. As noted in the Previous Submission, there is also a call option
available to us.

We concluded that the Fund met the definition of a variable interest entity. The Fund is a VIE
principally on the basis that the holders of the equity investment at risk (i.e. USB) lack the
direct or indirect ability through its voting rights or similar rights to make decisions about the
Fund’s activities that have a significant impact on its success (i.e., meets paragraph 5b(1) of FIN
46(R). In this instance, no decisions are made by the Fund as its sole purpose is to make an
equity contribution to the CDE, which then funded us in a pre-established transaction. Therefore,
although USB is the sole equity holder of the Fund, basing the consolidation decision on voting
rights would not appear appropriate given the design of the entity. Our variable interests in the
entity are the loan we made to the Fund and the guarantee and indemnity regarding the repayment of
the loans made to us by the CDEs and the delivery of the tax credits, including a guarantee should
such tax credits be recaptured. Based on a qualitative assessment of our interests relative to the
other variable interest holders, we are considered to be the primary beneficiary because we absorb
a majority of the variability in the entity. As a result, we consolidate the Fund including the
CDEs which are 99% owned by the Fund.

For both the HTC and the NMTC, we will address the Staff’s final comment in 1 above in our response
to Question 2.

    2.

    In addition, we note you expect USB to exercise a put provision that enables USB to sell its
interest in the transaction entities. As a result, the company recorded the portion of the
proceeds received from USB that are attributable to the put as a liability that will be
accreted to the expected put price through interest expense over the period until the put can
be exercised in accordance with SFAS 150. Please tell us the terms of the put provision and
the amounts attributable to this provision and the sale of the tax credits. Also advise us on
the method and the assumptions used in determining the fair value of the put option.

HTC Transaction

Under the terms of the arrangement with USB, the put can be exercised at any time during the six
month period beginning with the 61st month following substantial completion of the Post Office

Securities and Exchange Commission

July 17, 2009

Page 6

project. The timing of the put corresponds to the conclusion of the recapture period for the tax
credits. Substantial completion of the project is expected to be in July 2010. Therefore it is
expected that the put will be exercised between August 2015 and January 2016. The put price is
equal to 5% of USB’s actual capital contributions made to the Master Tenant. Based on USB’s
planned capital contributions totaling approximately $68 million, the put payment we expect to make
is approximately $3.4 million. We note that as of December 31, 2008, USB had contributed
approximately $10.2

Mail Stop 3010

July 6, 2009

 VIA USMAIL and FAX (610) 832 - 4919   Mr. Howard M. Sipzner Executive Vice President and Chief Financial Officer Brandywine Operating Partnership, L.P. 555 East Lancaster Avenue Radnor, Pennsylvania 19087
Re: Brandywine Operating Partnership, L.P.
  Form 10-K for the year ended December 31, 2008
Form 10-Q for the period ended March 31, 2009
Filed on March 2, 2009 and May 8, 2009 File No. 000-24407

Dear Mr. Sipzner:
We have reviewed your response letter dated June 2, 2009 and have the following
additional comments.    FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

Financial Statements and Notes

Note 16 – Tax Credit Transactions, pages F-84 – F-85

1. We have read and considered your response to comment two.  We note that the tax benefits associated with the historic tax credits and new market tax credits were monetized through the creation of certain entities in which USB then acquired an ownership interest.  As a result of your analysis of FIN46(R), it was concluded that these entities were considered variable interest entities and should be consolidated as the company deemed itself as the primary beneficiary.  Please explain to us how these entities are structured and the amount of interest that both, the company and USB, holds within these entities. Also explain to us how USB’s non-controlling ownership interest is being accounted for within the company’s financial statements.

Howard M. Sipzner
Brandywine Operating Partnership, L.P. July 6, 2009 Page
2
 2. In addition, we note you expect USB to exercise a put provision that enables USB to sell its interest in the transaction entities.  As a result, the company recorded the portion of the proceeds received from USB that are attributable to the put as a liability that will be accreted to the expected put price through interest expense over the period until the put can be exercised in accordance with SFAS 150.  Please tell us the terms of the put provision and the amounts attributable to this provision and the sale of the tax credits.  Also advise us on the method and the assumptions used in determining the fair value of the put option.

*  *  *  *

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please file a letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3472 if you have
any questions.
Sincerely,

Yolanda Crittendon Staff Accountant

CORRESP
1
filename1.htm

corresp

June 2, 2009

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

    Attention:

     Yolanda Crittendon

Wilson K. Lee

    RE:

     Brandywine Realty Trust

Form 10-K for the year ended December 31, 2008

Filed March 2, 2009

File No. 001-09106

Dear Ms. Crittendon and Mr. Lee:

We have received your May 18, 2009 letter and appreciate your comments with respect to our filing.
We understand that the purpose of your review of the above referenced filing is to assist us in our
compliance with applicable disclosure requirements and to enhance the overall disclosures in our
filings. Listed below are your comments and our responses.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

Financial Statements and Notes

Consolidated Statements of Operations, page F-3

    1.

    We note that you have included dividends per share on the face of your statements of
operations instead of in the notes to your financial statements. Advise us how your
disclosure complies with the guidance in paragraph 37 of SFAS 128.

We observe that Regulation S-X Rule 10-1 (b) (2) for interim financial statements requires that
“...the income statement shall show earnings per share and dividends declared per share applicable
to common stock.” Further, with respect to annual statements, Regulation S-X Rule 3-04 for Changes
in other stockholders’ equity requires that “An analysis of the changes in each caption of other
stockholders’ equity presented in the balance sheets shall be given in a note or a separate
statement With respect to dividends, state the amount per share and in the aggregate for each class
of shares.”

We have a single class of common shares. We have historically presented dividends on the face of
the Consolidated Statements of Operations on a consistent basis for reporting of annual periods on

Securities and Exchange Commission

June 2, 2009

Page 2

Form 10-K as well as interim periods on Form 10-Q. We have also included such information on the
Consolidated Statements of Shareholders’ Equity in our Form 10-K.

In future annual filings, we will continue to provide the dividend per share information on the
face of the Consolidated Statements of Shareholders’ Equity as required under Regulation S-X Rule
3-04. In addition, we have disclosed and will continue to disclose the break down of tax character
of our distributions in the footnotes as required by Regulation S-X Rule 3-15(c) “Special
provisions as to real estate investment trusts.” This information is included on page F-36 in
Note 15 — Distributions in our Form 10-K for the year ended December 31, 2008.

Because we are required to disclose distribution information under Regulation S-X, we do not
believe that our distribution disclosures would constitute voluntary disclosures as described in
paragraph 37 of SFAS 128. In future annual filings we will remove the dividend per share
information from the face of our Consolidated Statement of Operations.

Note 16 — Tax Credit Transactions, pages F-35 — F-36

    2.

    We note that the company entered into transactions with US Bancorp (USB), where USB has
agreed to contribute cash to fund various projects. In return, USB will receive substantially
all of the tax credits relating to those projects. The company anticipates that upon
completion of the projects it will begin to recognize the cash received as revenue as the
respective tax credit recapture period expires. Tell us your basis in GAAP to support your
accounting treatment over these transactions. In addition, tell us how you determine it is
appropriate to recognize the cash received from USB as revenue as oppose to as a reduction of
the costs basis of the property.

Background

We began significant renovations for the 30th Street Post Office (“Post Office”) and the Cira South
Garage (“Garage”), each located in Philadelphia, PA, in 2008. The Post Office and the Garage have
been preleased by the Internal Revenue Service (“IRS”). Because the Post Office has been certified
as a historic building and will be an income producing property, rehabilitations made in accordance
with specified criteria will provide the property owner with historic
rehabilitation tax credits (under IRC Section 47) which can offset
federal income taxes otherwise payable. Similarly, because the Garage is located adjacent to the
Post Office in a low income community, qualifying investments will entitle the developer to tax
benefits referred to as “new market tax credits” (under IRC
Section 45D). The new market tax credit program is designed to
stimulate private investment in the economic development of low income communities.

Brandywine Realty Trust is a real estate investment trust (“REIT”). As a REIT, Brandywine receives
a dividends paid deduction and generally does not have a federal income tax liability. Credits
against Brandywine’s federal income taxes are therefore of limited benefit. Accordingly, as
development of the Post Office and Garage progressed, we examined approaches to monetizing the tax
benefits afforded by these projects. Our development of these projects was not contingent

Securities and Exchange Commission

June 2, 2009

Page 3

on our ability to monetize the tax benefits and we commenced the projects prior to finding a
tax credit investor for these tax benefits.

During 2008, we entered into two separate transactions with USB under which they agreed to pay
approximately $67.9 million toward our historic rehabilitation of the Post Office and $13.3 million
toward our redevelopment of the Garage. We entered into the transactions following a marketing and
sales effort, including a formal bid process whereby interested tax
credit investors reviewed the
potential available tax credits based on estimated projections.
Typically, the value of the credits is based on projections of taxable income and the expected benefits an investor anticipates from the use of tax credits. A variety of interested parties participated in the bid
process and, following the bid process and related negotiations, we selected USB’s bids.

After giving consideration to the fact that, as a REIT, our ability to utilize the available
tax credits would be limited and the value of the credits diminished and after consideration of the
bids received, we determined it was in our best interest to monetize
the tax credits in a transaction with USB.  The tax benefits associated with the historic tax credits and new
market tax credits were monetized through the creation of certain entities in which USB then acquired an ownership interest (referred to in this letter as “transaction
entities”) that using certain arrangements, are able to pass through the tax credits to USB.
 While the transaction entities for the Post Office and
Garage projects differed, in each case USB became the “tax
credit investor”.

Summary of Accounting Considered for the Post Office and Garage Projects

In our analysis of the accounting for the transactions, we determined that there is no direct GAAP
guidance that specifically addresses transactions involving the
monetization of historic rehabilitation tax credits
(“HTC”) or  new market tax credits (“NMTC”). We considered the authoritative literature identified below and we also took in
account the economic substance of the transactions in our determination of the appropriate
accounting for the HTC and the NMTC transactions.

The GAAP we considered in our assessment included:

    1)

    FIN 46R, “Consolidation of Variable Interest Entities, an interpretation of ARB No.
51” (“FIN 46R”);

    2)

    FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5,
57, and 107 and rescission of FASB Interpretation No. 34” (“FIN 45”);

    3)

    FAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity” (“FAS 150”); and

    4)

    SAB 104, “Revenue Recognition” (“SAB 104”).

After evaluating the above guidance and the economic substance of the transactions — a
monetization of tax credits — we determined that the appropriate
treatment of the transactions under GAAP is most akin to the sale of tax
credits to USB together with the purchase by USB of a guarantee of the tax credits. We determined
that it is appropriate for us to recognize the cash that we receive from USB as i) principally
deferred revenue [as opposed to as a reduction in the cost basis of the property — the alternative
noted in

Securities and Exchange Commission

June 2, 2009

Page 4

the SEC staff’s comment] to be recognized within revenue as the tax recapture risk expires and ii)
a liability from a put option that will be accreted to the expected put price until the expected
exercise date of the put.

Accounting Analysis

As we noted in the Background section above, we structured the transactions to pass through to USB
the benefits of the tax credits. As part of our accounting analysis, we concluded that, in
accordance with FIN 46(R), the variable interest entities used in the transactions should be
consolidated in our financial statements. We reached this conclusion after we determined that we
are the primary beneficiary of the investment structures. USB, as tax credit investor, does not
have a controlling financial interest in the projects and is a passive investor. In addition,
USB’s investment is protected by the guaranty that we have
provided that covers potential liabilities that may arise from tax credit
recapture.

The transactions include put/call provisions that (in the case of the put) provide USB the right to
sell to us USB’s interest in the transaction entities. The
put/call will become exercisable at the expiration of
the tax recapture period and enable either  of us or USB to purchase or sell (as the case may be) USB’s
interests in the transaction entities. We evaluated these put/call provisions under FAS 150. Based upon the preponderance of available evidence reviewed by us during the
structuring of the transactions, including transactions entered into
by others, we expect that USB will exercise the put. We recorded the portion of the proceeds we received from USB that are attributable to the put as a liability that will be accreted to the expected put price through
interest expense over the period until the put can be exercised. We referred to paragraph 22 of
FAS 150 in making this determination.

We analogized to FIN 45 paragraph 12 to determine the attribution model for recognizing the
reduction in the initially recorded liability into income. This guidance provides that income can
be recognized upon either (1) expiration or settlement of the guarantee (2) by a systematic and
rational amortization method or (3) as the fair value of the guarantee changes. Our recognition of
the cash proceeds into income will occur over the respective IRS recapture periods of the HTC and
the NMTC. The ability of the IRS to recapture the HTC expires 20% per year beginning one year
after the completion of the Post Office in 2010 and this will be the basis for our proportionate
recognition of the net cash proceeds as revenue from 2011 through 2016. As it relates to the NMTC,
the credits are subject to 100% recapture for a period of seven years after the completion of the
Garage. This will result in our recognizing the net cash proceeds from the NMTC transaction as
revenue in 2017.

After we determined that, based on the structure and the underlying economics, we effectively sold
available tax credits to USB, we looked to applicable GAAP revenue recognition guidance, primarily
SAB 104. This guidance requires that revenue not be recognized until it is realized or realizable
and earned. We do not believe that the earnings process relative to the tax credits is complete
upon our receipt of proceeds from USB because of our underlying guaranty obligations and tax credit
recapture provisions. Until the expiration of the tax credit recapture periods, we

Securities and Exchange Commission

June 2, 2009

Page 5

will not have fulfilled our obligation to USB. Accordingly, we believe that our revenue
recognition determination referenced in the preceding paragraph is the appropriate conclusion.

The staff requested that we specifically address why we determined that it was appropriate to
recognize as revenue the cash received by USB (rather than treating the cash as a reduction to the
cost basis of the Post Office and the Garage). We do not believe it is appropriate to recognize
the cash received as a reduction to the cost basis of the projects since we have sold the tax
credits and guaranteed those tax credits. We note that the determination of the tax credits is
dependent on the qualifying expenditures made but also note that we have ongoing
compliance requirements with respect to post-completion operations of the Post Office and the
Garage to avoid tax credit recapture. Further we note that there is a
market for the monetization of tax credits and we were obligated to and intended to complete the Post Office and the
Garage before we entered into the tax credit transactions. Finally,
we note that the treatment of the tax credit transactions with USB
will differ for federal income tax purposes.

In light of our determination that the cash proceeds that we will receive from USB relate to the
sale of tax credits and in recognition that the sale of those credits does not change our ultimate
ownership of or investment in the Post Office or the Garage, we believe that such proceeds should
be treated as deferred income to be recognized in our Consolidated Statement of Operations when we
no longer have an obligation to USB under the transaction guarantees and IRS recapture provisions.

Securities and Exchange Commission

June 2, 2009

Page 6

As requested, these responses to your comments have been filed on EDGAR within ten business days of
your associated letter. In closing, we acknowledge that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

If you have any questions with respect to our responses or require any additional information,
please feel free to call me at 610-832-4907 or Gabe Mainardi at 610-832-4980.

    Very truly yours,

    /s/ Howard M. Sipzner

    Howard M. Sipzner

    Executive Vice President and Chief Financial Officer

Mail Stop 3010

May 18, 2009

 VIA USMAIL and FAX (610) 832 - 4919   Mr. Howard M. Sipzner Executive Vice President and Chief Financial Officer Brandywine Operating Partnership, L.P. 555 East Lancaster Avenue Radnor, Pennsylvania 19087
Re: Brandywine Operating Partnership, L.P.
  Form 10-K for the year ended December 31, 2008
Filed on March 2, 2009 File No. 000-24407
 Dear Mr. Howard M. Sipzner:
We have reviewed your filing and have the following comment.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detaile d as necessary in your explan ation.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Howard M. Sipzner
Brandywine Operating Partnership, L.P.
May 18, 2009 Page 2  FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 Financial Statements and Notes

 Note 15 – Tax Credit Transactions, pages F-84 – F-85

 1. We note that the company entered into transactions with US Bancorp (USB),
where USB has agreed to contribute cash to  fund various projects.  In return, USB
will receive substantially a ll of the tax credits relati ng to those projects.  The
company anticipates that upon completion of the projects it will begin to
recognize the cash received as revenue as the respective tax credit recapture period expires.  Tell us your basis in  GAAP to support your accounting treatment
over these transactions.  In addition, tell us how you dete rmine it is appropriate to
recognize the cash received from USB as revenue as oppose to as a reduction of the cost basis of the property.

*    *    *    *

 As appropriate, please respond to this co mment within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your responses to our comment and provides any requested information.  Detailed letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your responses to our comment.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Howard M. Sipzner
Brandywine Operating Partnership, L.P. May 18, 2009 Page 3  ‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

  You may contact Wilson K. Lee at (2 02) 551 – 3468 or me at (202) 551 - 3472 if
you have questions regarding the comments.
Sincerely,

Yolanda Crittendon Staff Accountant

CORRESP
1
filename1.htm

corresp

BRANDYWINE REALTY TRUST

555 East Lancaster Avenue

Radnor, Pennsylvania 19087

April 30, 2009

VIA EDGAR AND FACSIMILE

Erin E. Martin, Esquire

Attorney-Advisor

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Facsimile: (703) 813-6984

    Re:

    Brandywine Realty Trust Registration Statement No. 333-158590

on Form S-3 (the “Registration Statement”)

Dear Ms. Martin:

     Pursuant to Rule 461 under the Securities Act of 1933 (the “Securities Act”), on behalf of
Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), I respectfully
request that the effective date of the above-referenced Registration Statement be accelerated by
the Securities and Exchange Commission (the “Commission”) so that the Registration Statement will
become effective under the Securities Act at 12:00 p.m., New York
time, on May 4, 2009 or as
soon thereafter as practicable.

     I hereby acknowledge the following:

    •

    that should the Commission or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement;

    •

    that the action of the Commission or the Staff, acting pursuant to delegated
authority in declaring the Registration Statement effective, does not relieve
the Companies from their full responsibility for the accuracy and adequacy of
the disclosure in the Registration Statement; and

    •

    that the Companies may not assert the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Securities and Exchange Commission

April 30, 2009

Page 2

     Please notify the undersigned of the effectiveness of the Registration Statement by a
telephone call to (610) 832-4980, and please also confirm such effectiveness by facsimile to (610)
325-5622.

    Very truly yours,

Brandywine Realty Trust

    By:
    /s/ Gabriel J. Mainardi

    Name:
    Gabriel J. Mainardi

    Title:
    Vice President, Accounting & Treasurer

    cc:

    Michael H. Friedman, Esquire

Pepper Hamilton LLP

CORRESP
1
filename1.htm

corresp

BRANDYWINE REALTY TRUST

555 East Lancaster Avenue

Radnor, Pennsylvania 19087

April 30, 2009

VIA EDGAR AND FACSIMILE

Erin E. Martin, Esquire

Attorney-Advisor

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Facsimile: (703) 813-6984

    Re:

    Brandywine Realty Trust Registration Statement File No. 333-158590

on Form S-3 (the “Registration Statement”)

Dear Ms. Martin:

     In response to the comment letter dated April 29, 2009 from Mr. Tom Kluck, Branch Chief of the
Securities and Exchange Commission, we revised the Registration Statement identified above to add
the undertaking required by Item 512(a)(5) of Regulation S-K. The additional undertaking is set
forth in subparagraph (4) of Part II, Item 17 of the Registration Statement.

     Please call the undersigned at (610) 832-4980 or Michael Friedman at Pepper Hamilton LLP at
(215) 981-4563 with any questions.

    Very truly yours,

Brandywine Realty Trust

    By:
    /s/ Gabriel J. Mainardi

    Name:
    Gabriel J. Mainardi

    Title:
    Vice President, Accounting & Treasurer

    cc:

    Michael H. Friedman, Esquire

Pepper Hamilton LLP

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
        April 29, 2009
 Gerard H. Sweeney President and Chief Executive Officer Brandywine Realty Trust 555 East Lancaster Avenue, Suite 100 Radnor, Pennsylvania 19087
Re: Brandywine Realty Trust
  Registration Statement on Form S-3
Filed April 15, 2009
  File No. 333-158590

Dear Mr. Sweeney:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Part II – Information Not Required in Prospectus, page II-1

 Item 17. Undertakings, page II-3

1. Please include the undertaking required by Item 512(a)(5) of Regulation S-K.

* * * *

Gerard H. Sweeney
Brandywine Realty Trust April 29, 2009 Page 2

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:

‚ should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

‚ the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
 ‚ the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Gerard H. Sweeney
Brandywine Realty Trust April 29, 2009 Page 3

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Erin Martin at 202-551- 3391 or me at 202-551-3233 with any other
questions.

     S i n c e r e l y ,
Tom Kluck Branch Chief
 Cc: Michael H. Friedman, Esq. ( via facsimile )

November 28, 2007

Mail Stop 4561
Mr. Howard M. Sipzner Chief Financial Officer Brandywine Realty Trust 555 East Lancaster Avenue Radnor, PA 19087

Re: Brandywine Realty Trust
 Form 10-K for the year ended December 31, 2006
Filed March 1, 2007
 File No. 1-09106  Dear Mr. Sipzner:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

      S i n c e r e l y ,

Linda van Doorn    Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

November 20, 2007

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

    Attention:

    Linda Van Doorn

Rachel Zablow

    RE:

    Brandywine Realty Trust

Form 10-K for the year ended December 31, 2006

Filed March 1, 2007

File No. 1-09106

Dear Ms. Van Doorn and Ms. Zablow:

We have received your November 8, 2007 letter and appreciate your comments with respect to our
filing. We understand that the purpose of your review of the above referenced filing is to assist
us in our compliance with applicable disclosure requirements and to enhance the overall disclosures
in our filings. Listed below are your comments and our responses.

Form 10-K for the year ended December 31, 2006

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Commitments, page 59

    1.

    Please confirm to us that you will revise your disclosure to include interest in your table
or a discussion in the text. Refer to FR-72, Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations.

    The Company confirms that in our future filings, we will modify the disclosure to include
interest in our table and in any related discussions.

Consolidated Financial Statements

Note 15 — Beneficiaries’ Equity, page F-29

Share Based Compensation, page F-30

Outperformance Program, page F-32

Securities and Exchange Commission

November 20, 2007

Page 2

    2.

    We note that you will make payments (in the form of common shares) to executive-participants
under the outperformance program only if total shareholder return exceeds percentage hurdles
established under the outperformance program. For all periods presented, clarify whether the
required hurdles have been reached and tell us the number of shares granted under the program.
Advise us of whether the executive-participants provided any consideration for shares granted
and tell us your basis for amortizing the fair value of the awards over a five-year period.
Include a description of the valuation methodology used to determine the fair value of shares
granted and tell us how you considered the compensation elements of the program under SFAS 123R.

    Background

    The Outperformance Program (“OPP”) Award was established under the Company’s Amended and
Restated 1997 Long-Term Incentive Plan (referred to as the “1997 Plan”). Pursuant to the
terms of the award, payments in the form of common shares will be made under the OPP only if
the Company’s total shareholder return (“TSR”) exceeds percentage hurdles established under
the program. The dollar value of any payments will depend on the extent to which the
Company’s performance exceeds those hurdles. The OPP Award was designed to achieve the
following objectives: (1) attract the best-in-class talent, (2) retain key leaders, (3) provide incentives for future performance, and (4) align the long-term interests of the
Company’s executives with the interests of the shareholders. In its analysis, the
Compensation Committee of the Board of Directors considered data and recommendations of an
independent compensation consulting firm, alternative approaches to compensation both within
and outside of the REIT industry and the Company’s current short and long-term compensation
agreements. A full copy of the plan is attached as Exhibit 10.1 to the Form 8-K filed on
September 1, 2006.

    The OPP was adopted in August 2006, which coincided with the initial grant. There were no
other award grants made under this program during the periods presented in the annual report
on Form 10-K for the year ended December 31, 2006. The dollar value of the compensation
pool for the awards granted in August 2006 will depend upon the extent to which our total
shareholder return between August 1, 2006 and July 31, 2009 (the three-year measurement
period) exceeds either or both of two hurdles.

    To determine the amount that the Company would fund into the compensation pool for each
award, we would first calculate the “excess value” attributable to the excess of the total
shareholder return over one or both of the hurdles. If the total shareholder return does
not exceed a hurdle then no credit will be made to the compensation pool on account of such
hurdle. After the excess values are calculated, the Company will allocate portions of such
excess, if any, based on predefined participation percentages to the compensation pool.
These participation percentages increase if certain

Securities and Exchange Commission

November 20, 2007

Page 3

additional levels of returns are achieved. The excess amounts allocable to the pools are
limited by maximum amounts contained in the plan for each tranche.

The first hurdle will be met if our total shareholder return over the three-year measurement
period exceeds the greater of a fixed return of 27% or 100% of the Morgan Stanley REIT Index
return over the same period. The second hurdle will be met if our total shareholder return
over the three-year measurement period exceeds a fixed return of 30%. The three-year
measurement period has not ended for any awards granted under this program, neither of the
required hurdles has been exceeded as of December 31, 2006 or as of the more recent
reporting date of September 30, 2007 and no shares have been issued under the program
during any of the periods presented.

We advise you that no shares have been issued under this program and the executive
participants have not provided any related consideration. We further advise you that the
executives will not be required to provide any consideration for shares that may be granted
under the program in the future, other than requisite years of service.

Payments under the program will only be made in common shares. The number of shares
determined will be based upon the then-current stock price at the time the shares are
issued. Twenty percent (20%) of the common shares issued to each award recipient will be
fully vested on the date of issuance, (July 31, 2009). The remaining eighty percent (80%)
will vest over the remaining requisite service period, in two equal annual installments on
each of the first and second anniversaries of the date of issuance, subject to accelerated
vesting upon a change of control or for death/disability. Therefore, we are amortizing the
fair value of the awards as an expense over the five year period beginning on the date of
grant using a graded vesting attribution method. If, prior to the applicable vesting date,
a participant’s employment with the Company terminates for any reason (other than death or
disability,) then the unvested portion of the participant’s award will be immediately
forfeited. The market conditions are listed above and the service condition requires that
the executive remain in the employment of the Company through each of the three vesting
dates provided, however that in the case of our President and CEO, if he is terminated
without cause or resigns for good reason (as defined in his employment agreement), then he
shall be treated as having been in the employ of the Company through each vesting date.

Equity Classification

A target stock price plan is one in which the equity award does not vest unless the
company’s stock price achieves a certain pre-established target. The Company has concluded
that the OPP Award is a target stock price plan as award issuance is directly related to
total shareholder return, calculated using the increase/decrease in the Company’s stock
price plus common stock dividends. FASB 123(R) considers a target stock provision to be a
market condition. Accordingly, we concluded that compensation expense is required for such
target price awards as long as service

Securities and Exchange Commission

November 20, 2007

Page 4

requirements are met-even if the targeted stock price is not reached (paragraph 26 of FASB
123(R)).

Each individual is granted a fixed percentage of the total plan. This represents an
economic interest in the Company that is directionally correlated between upward/downward
movement in stock price and outcome of the award (i.e., the interests of the common
shareholders — This interest increases in value with a share price increase and decreases
with a decrease in share price).

Approximately 90% of OPP awards were granted at inception, if/when the remainder is granted,
that would constitute a new grant(s) and would be valued at that time. In the event that a
portion of the plan is forfeited, it would be available to be granted to other employees,
however, that would also constitute a new grant and would be valued at that time.

The Company also considered whether this could be considered an award that should be
characterized as a liability due to the discrete dollar value thresholds (i.e. specific
dollar amounts to be settled with a variable number of shares based on the then-current
stock price). It was concluded that given the significant number of potential out-comes
within the range, that was more akin to a stock settled SAR (as opposed to stock-settled
debt described in paragraph 12.a of FASB 150, as it is not a single fixed dollar amount but
rather a significant number (as there is not predominately a single dollar amount settled in
a variable number of shares) of potential dollar amount outcomes which increase
directionally with the value of the stock). Accordingly, treatment as an equity classified
award was considered appropriate given the significant number of viable outcomes.

Therefore, the Company determined the estimated fair value of the award at plan inception
and is recognizing such expense over the requisite service period (i.e., 5 years — see
discussion of recognition due to graded vesting schedule) (or shorter period if accelerated
vesting were to occur as a result of death or disability or change in control).

Given the limited number of grantees and their positions, a relatively low number of
forfeitures were expected initially. These expectations are periodically reviewed and
adjusted as appropriate.

Valuation

According to paragraph A14 of FASB 123(R), the statement does not specify a preference for a
particular valuation technique or model in estimating the fair values of the instrument,
however, it requires a model that meets the criteria of fair value measurement and
appropriately reflects the plan terms. Ultimately, the result of the measurement process is
to estimate the fair value of equity instruments to which

Securities and Exchange Commission

November 20, 2007

Page 5

employees become entitled when they have rendered the required service and satisfied any
other conditions necessary to earn the right to benefit from the instruments.

We engaged Appraisal Economics, an external consulting/valuation firm, to value the grants
as of the date of each award. Appraisal Economics used a Monte Carlo model through the
following steps:

    1)

    They modeled the data generating process. That is, they established
values for the mean expected returns and the standard deviation of those returns
for the Company and the Index.

    2)

    Second, they used a correlation analysis to determine the relationship
between the TSR of the Company’s common stock and the TSR of the Index. This
enabled them to generate a large sample of simulated returns for the Company.

    3)

    Third, they employed this data to generate 100,000 estimates of the
value of the OPP award.

    4)

    Fourth, they used these estimates to gauge a sample distribution of
these values and arrive at the mean expected value of the award.

Note 19 — Segment Information, page F-34

    3.

    Paragraph 27 of SFAS 131 requires that you disclose depreciation and amortization expense by
segment if the specified amounts are provided to the chief operating decision maker, even if
not included in the measure of segment profit. Please advise us whether these amounts are
provided to your chief operating decision maker. If so, revise your disclosure in future
filings to separately disclose depreciation and amortization for each reportable segment.
Otherwise, expand your disclosure to clarify how you determine segment net operating income.

The Company does not provide depreciation and amortization expense by segment to the chief
operating decision maker. The Company will expand the disclosure to clarify how we
determine segment net operating income in future filings as follows:

“Net operating income is defined as total revenue less property operating expenses
and real estate taxes. Segment net operating income includes revenue, real estate
taxes and property operating expenses directly related to operation and management
of the properties owned and managed within the respective geographical region.
Segment net operating income excludes property level depreciation and amortization,
revenue and expenses directly associated with third party real estate management
services, expenses associated with corporate administrative support services, and
inter-company

Securities and Exchange Commission

November 20, 2007

Page 6

eliminations. Below is a reconciliation of consolidated net operating income to
consolidated net income from continuing operations.”

    4.

    Further to our previous comment, it is unclear to us why you do not report capital
expenditures by reportable segment. On page 52 you state that your principal liquidity needs
for the next twelve months include the funding of capital expenditures, including capital and
tenant improvements and leasing costs. Do you represent that your chief operating decision
maker does not consider capital expenditures as part of their allocation of resources to each
reportable segment? Revise your disclosure as appropriate or advise us. Refer to paragraphs
27 and 28 of SFAS 131

We advise you that while the chief operating decision maker carefully considers the amount
of company resources that are consumed by capital expenditures, the approach is not segment
focused. Accordingly, segment capital expenditure information is not included in the
operating result information regularly reviewed by the chief operating decision maker. The
approach that the Company employs to direct the allocation of resources for capital
expenditures is dependent on the nature of the individual capital project. The activities
can be segregated into three categories, which are separate from the operating segments
reviewed by our chief operating decision maker, namely 1) development and redevelopment
projects, 2) tenant specific expenditures, and 3) capital improvement projects.

Development and redevelopment project opportunities are presented to, and considered for
approval, by the chief operating decision maker on a case by case basis. Given the
significant size of the projects, the chief operating decision maker monitors the spending
for approved projects on an individual basis, not as part of an overall allocation to an
operating segment.

Tenant specific expenditures generally include tenant improvement projects and related
capitalized leasing costs. The decision to spend is deal specific.

Capital improvement projects relate to all other capital projects. Annually, the segment
managers will submit a list of projects to be considered by the chief operating decision
maker. The Company then ranks all projects based on the nature of each project such as
safety, revenue enhancing, general maintenance and other factors. The ranking is done on a
company-wide basis, not within the regions. The chief operating decision maker will set a
company-wide budget for all capital improvement projects after weighing the needs
communicated with capital resources available to the Company. Once the total company-wide
budget is set, the highest ranked projects are approved until the cumulative total of the
approved projects reaches the company-wide budget. Please note that the app

November 8, 2007

Mail Stop 4561

Mr. Howard M. Sipzner
Chief Financial Officer
Brandywine Realty Trust
555 East Lancaster Avenue
Radnor, PA 19087

Re: Brandywine Realty Trust
 Form 10-K for the year ended December 31, 2006
Filed March 1, 2007
 File No. 1-09106

Dear Mr. Sipzner:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we ask you to provide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the year ended December 31, 2006

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Commitments, page 59

1. Please confirm to us that you will revise your disclosure to include interest in your table or a discussion in the text.  Refer to FR-72, Commission Guidance
Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations.

Mr. Howard M. Sipzner
Brandywine Realty Trust
November 8, 2007 Page 2
Consolidated Financial Statements

Note 15 – Beneficiaries’ Equity, page F-29

Share Based Compensation, page F-30

Outperformance Program, page F-32

2. We note that you will make payments (in the form of common shares) to executive-participants under the outperfo rmance program only if total shareholder
return exceeds percentage hurdles estab lished under the outperformance program.
For all periods presented, clarify whether the required hurdles have been reached
and tell us the number of shares granted under the program.  Advise us of whether
the executive-participants pr ovided any consideration for shares granted and tell
us your basis for amortizing the fair valu e of the awards over a five-year period.
Include a description of the valuation methodology used to determine the fair
value of shares granted and tell us ho w you considered the compensation elements
of the program under SFAS 123R.

Note 19 – Segment Information, page F-34

3. Paragraph 27 of SFAS 131 requires that you disclose depreciation and
amortization expense by segment if the specified amounts are provided to the
chief operating decision maker, even if not  included in the measure of segment
profit.  Please advise us whether these amounts are provided to your chief
operating decision maker.  If so, revise your disclosure in future filings to separately disclose depreciation and amor tization for each reportable segment.
Otherwise, expand your disc losure to clarify how you determine segment net
operating income.

4. Further to our previous comment, it is unc lear to us why you do not report capital
expenditures by reportable segment.  On page 52 you state that your principal liquidity needs for the next twelve months include the funding of capital expenditures, including capital and tenant  improvements and leasing costs.  Do
you represent that your chief operating d ecision maker does not consider capital
expenditures as part of their allocation of  resources to each reportable segment?
Revise your disclosure as a ppropriate or advise us.  Re fer to paragraphs 27 and 28
of SFAS 131.
*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please submit a response letter on EDGAR that keys your responses to our comment s and provides any requested information.

Mr. Howard M. Sipzner
Brandywine Realty Trust
November 8, 2007 Page 3
Detailed response letters great ly facilitate our review.  Please understand that we may
have additional comments after review ing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Rachel Zablow, Sta ff Accountant at (202) 551-3428 or the
undersigned at (202) 551-3498 if you have questions.

      S i n c e r e l y ,

Linda van Doorn
Senior Assistant Chief Accountant

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

[GRAPHIC OMITTED]

                                  April 4, 2005

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC  20549

Attention:  Elaine Wolff

Re:      Brandywine Realty Trust
         Registration of Form S-3
         Registration No. 333-123446

Dear Ms. Wolff:

         On behalf of Brandywine Realty Trust (the "Company"), and pursuant to
Rule 461 promulgated under the Securities Act of 1933, the Company hereby
requests that the Registration Statement, as amended, be declared effective on
Wednesday, April 6, 2005 or as soon thereafter as practicable.

                                        Very truly yours,

                                        Brandywine Realty Trust

                                                /s/ Christopher P. Marr
                                                --------------------------------
                                        By:     Christopher P. Marr
                                                Senior Vice President and Chief
                                                Financial Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

[GRAPHIC OMITTED]

April 4, 2005

Ms. Elaine Wolff
Branch Chief
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:      Brandywine Realty Trust
         Form 10-K for the Fiscal Year Ended December 31, 2004
         File No. 001-9106

Dear Ms. Wolff:

In response to the letter dated March 24, 2005 to Brandywine Realty Trust (the
"Company") from the Securities and Exchange Commission (the "SEC"), the
undersigned hereby confirms that the disclosures in the Annual Report on Form
10-K of the Company for the year ended December 31, 2004 with respect to the
exclusion of Four and Six Tower Bridge Associates from management's evaluation
of the effectiveness of internal control over financial reporting should have
confirmed that: (i) each of Four and Six Tower Bridge Associates was in
existence prior to December 15, 2003, (ii) the total assets, total revenues and
net income from Four and Six Tower Bridge Associates represent, in aggregate, 1%
of our consolidated total assets, consolidated total revenues and consolidated
net income and (iii) the Company does not have the right or authority to assess
the internal controls of the individual entities and the Company also lacks the
ability, in practice, to make the assessment. On behalf of the Company, I hereby
confirm each of the foregoing and hereby further confirm that future filings of
the Company with the SEC that reference this exclusion will contain the
foregoing confirmations.

Sincerely,

/s/ Christopher P. Marr

Christopher P. Marr
Senior Vice President and Chief Financial Officer

cc:    Gerard H. Sweeney, President & Chief Executive Officer
       Timothy M. Martin, Vice President-Finance & Chief Accounting Officer
       Brad A. Molotsky, General Counsel
       Michael H. Friedman, Esquire
       James J. Sebra, Controller

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

March 24, 2005

Mail Stop 0409

Gerard H. Sweeney
President and Chief Executive Officer
Brandywine Realty Trust
401 Plymouth Road
Plymouth Meeting, PA 19462

	RE:	Brandywine Realty Trust
		Registration Statement on Form S-3
		Filed March 18, 2005
		File No. 333-123446

Dear Mr. Sweeney :

      We have conducted a limited review of the above referenced
filing and have the following comments.  We have limited our
review
to only the disclosure regarding internal controls in your Form
10-K
for the fiscal year ended December 31, 2004 (File No. 1-09106),
which
is incorporated by reference into your registration statement.

Form 10-K

Management`s Report on Internal Controls Over Financial Reporting,
page 49

1. We note your disclosure in the third paragraph on page 49 that
management has excluded investments in Four and Six Tower Bridge
Associates from its evaluation of effectiveness of internal
control
over financial reporting.  In order to exclude certain investments
that are otherwise consolidated under Interpretation No. 46 from
your
evaluation of internal controls your disclosure must include each
of
the following:

* A statement that the excluded entity was in existence prior to
December 15, 2003.  Currently your disclosure states that Four and
Six Tower Bridge Associates has been in existence since December
31,
2003.
* A statement that the registrant does not have the right or
authority to assess the internal controls of the consolidated
entity
and also lacks the ability, in practice, to make the assessment.
Your current disclosure only indicates that you lack the ability
to
influence or modify the internal controls at Four and Six Tower
Bridge Associates.
* The key subtotals, including net assets, revenues and net
income,
that result from consolidation of the excluded entity.  Your
current
disclosure does not include net income.

Refer to Question 1 of Management`s Reports on Internal Control
Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports Frequently Asked Questions (revised October 6,
2004), available on our website at
http://www.sec.gov/rules/final/33-
8238.htm.  Please either revise your disclosure in accordance with
this comment No. 1 or revise your discussion of management`s
assessment to include internal controls at Four and Six Tower
Bridge
Associates.

Report of Independent Registered Accounting Firm, page F-1 - F-2

2. Please make conforming changes to the final paragraph on page
F-2
to comply with comment No. 1 above.

      We will not conduct any further review of the registration
statement aside from this matter.  All persons who by statute are
responsible for the adequacy and accuracy of the registration
statement are urged to be certain that all information required
under
the Securities Act of 1933 has been included.

      As appropriate, please amend your filings in response to
these
comments.  We urge all persons who are responsible for the
accuracy
and adequacy of the disclosure in the filings reviewed by the
staff
to be certain that they have provided all information investors
require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the
effective
date of the registration statement as a confirmation of the fact
that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Any questions should be directed to Amanda McManus, Attorney-
Adviser, at (202) 942-7184 or the undersigned at (202) 942-1766.

Sincerely,

Elaine Wolff
Branch Chief

cc:	Michael H. Friedman, Esq. (via facsimile)
	Pepper Hamilton LLP

</TEXT>
</DOCUMENT>