10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2022

OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                    to                   

Brandywine Realty Trust

Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in its charter)

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

2929 Arch Street
Suite 1800
Philadelphia, PA 19104
(Address of principal executive offices) (Zip Code)

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

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest	BDN	NYSE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Brandywine Realty Trust	Yes	☒  No ☐
Brandywine Operating Partnership, L.P.	Yes	☒  No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Brandywine Realty Trust	Yes ☐	No	☒
Brandywine Operating Partnership, L.P.	Yes ☐	No	☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Brandywine Realty Trust	Yes	☒  No ☐
Brandywine Operating Partnership, L.P.	Yes	☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Brandywine Realty Trust	Yes	☒  No ☐
Brandywine Operating Partnership, L.P.	Yes	☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Brandywine Realty Trust:

Large accelerated filer	☒	Accelerated filer ☐	Non-accelerated filer ☐
Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of Exchange Act.

☐

Brandywine Operating Partnership, L.P.:

Large accelerated filer	☐	Accelerated filer ☐	Non-accelerated filer	☒
Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Brandywine Realty Trust	Yes	☒	No ☐
Brandywine Operating Partnership, L.P.	Yes	☒	No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Brandywine Realty Trust	Yes	☐	No ☒
Brandywine Operating Partnership, L.P.	Yes	☐	No ☒

As of June 30, 2022, the aggregate market value of the Common Shares of Beneficial Interest held by non-affiliates of Brandywine Realty Trust was $1,608,700,263 based upon the last reported sale price of $9.64 per share on the New York Stock Exchange on June 30, 2022. An aggregate of 171,727,703 Common Shares of Beneficial Interest was outstanding as of February 14, 2023.

As of June 30, 2022, the aggregate market value of the 516,467 common units of limited partnership (“Units”) held by non-affiliates of Brandywine Operating Partnership, L.P. was $4,978,742 based upon the last reported sale price of $9.64 per share on the New York Stock Exchange on June 30, 2022 of the Common Shares of Beneficial Interest of Brandywine Realty Trust, the sole general partner of Brandywine Operating Partnership, L.P. (For this computation, the Registrant has excluded the market value of all Units beneficially owned by Brandywine Realty Trust.)

Documents Incorporated By Reference

Portions of the proxy statement for the 2023 Annual Meeting of Shareholders of Brandywine Realty Trust are incorporated by reference into Part III of this Form 10-K.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2022 of Brandywine Realty Trust (the “Parent Company”) and Brandywine Operating Partnership, L.P. (the “Operating Partnership”). The Parent Company is a Maryland real estate investment trust, or REIT, that owns its assets and conducts its operations through the Operating Partnership, a Delaware limited partnership, and subsidiaries of the Operating Partnership. The Parent Company, the Operating Partnership and their consolidated subsidiaries are collectively referred to in this report as the “Company.” In addition, terms such as “we”, “us”, or “our” used in this report may refer to the Company, the Parent Company, or the Operating Partnership.

The Parent Company is the sole general partner of the Operating Partnership and as of December 31, 2022, owned a 99.7% interest in the Operating Partnership. The remaining 0.3% interest consists of common units of limited partnership interest issued by the Operating Partnership to third parties in exchange for contributions of properties to the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has full and complete authority over the Operating Partnership’s day-to-day operations and management.

As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities of the Parent Company and the Operating Partnership are the same in their respective financial statements. The separate discussions of the Parent Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company’s operations on a consolidated basis and how management operates the Company.

Management operates the Parent Company and the Operating Partnership as one enterprise. The management of the Parent Company consists of the same members as the management of the Operating Partnership. These members are officers of both the Parent Company and of the Operating Partnership.

The Company believes that combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into a single report will:

•facilitate a better understanding by the investors of the Parent Company and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;

•remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both the Parent Company and the Operating Partnership; and

•create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

There are few differences between the Parent Company and the Operating Partnership, which are reflected in the footnote disclosures in this report. The Company believes it is important to understand the differences between the Parent Company and the Operating Partnership in the context of how these entities operate as an interrelated consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of the partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time (and contributing the net proceeds of such issuances to the Operating Partnership) and guaranteeing the debt obligations of the Operating Partnership. The Operating Partnership holds substantially all the assets of the Company, including the Company's ownership interests in the real estate ventures described below. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s direct or indirect incurrence of indebtedness or through the issuance of partnership units of the Operating Partnership or equity interests in subsidiaries of the Operating Partnership.

The equity and noncontrolling interests in the Parent Company and the Operating Partnership’s equity are the main areas of difference between the consolidated financial statements of the Parent Company and the Operating Partnership. The common units of limited partnership interest in the Operating Partnership are accounted for as partners’ equity in the Operating Partnership’s financial statements while the common units of limited partnership interests held by parties other than the Parent Company are presented as noncontrolling interests in the Parent Company’s financial statements. The differences between the Parent Company and the Operating Partnership’s equity relate to the differences in the equity issued at the Parent Company and Operating Partnership levels.

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To help investors understand the significant differences between the Parent Company and the Operating Partnership, this report presents the following as separate notes or sections for each of the Parent Company and the Operating Partnership:

•Consolidated Financial Statements;

•Parent Company’s and Operating Partnership’s Equity

This report also includes separate Item 9A. (Controls and Procedures) disclosures and separate Exhibit 31 and 32 certifications for each of the Parent Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Parent Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.

In order to highlight the differences between the Parent Company and the Operating Partnership, the separate sections in this report for the Parent Company and the Operating Partnership specifically refer to the Parent Company and the Operating Partnership. In the sections that combine disclosures of the Parent Company and the Operating Partnership, this report refers to such disclosures as those of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and real estate ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Parent Company operates the business through the Operating Partnership.

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TABLE OF CONTENTS

	Page
PART I
Item 1. Business	7
Item 1A. Risk Factors	11
Item 1B. Unresolved Staff Comments	25
Item 2. Properties	25
Item 3. Legal Proceedings	27
Item 4. Mine Safety Disclosures	27
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	28
Item 6. [Reserved]	29
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	46
Item 8. Financial Statements and Supplementary Data	46
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	46
Item 9A. Controls and Procedures	47
Item 9B. Other Information	48
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	48
PART III
Item 10. Directors, Executive Officers and Corporate Governance	49
Item 11. Executive Compensation	49
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	49
Item 13. Certain Relationships and Related Transactions, and Director Independence	49
Item 14. Principal Accountant Fees and Services	49
PART IV
Item 15. Exhibits and Financial Statement Schedules	49
Item 16. Form 10-K Summary	55
SIGNATURES	56

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Filing Format

This combined Form 10-K is being filed separately by Brandywine Realty Trust (the “Parent Company”) and Brandywine Operating Partnership, L.P. (the “Operating Partnership”).

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This report and other materials filed by us with the Securities and Exchange Commission (the “SEC”) (as well as information included in oral or other written statements made by us) contain statements that are forward-looking, including statements relating to business and real estate development activities, acquisitions, dispositions, future capital expenditures, financing sources, governmental regulation (including environmental regulation) and competition. We intend such forward-looking statements to be covered by the safe-harbor provisions of the 1995 Act. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. These forward-looking statements are inherently uncertain, and actual results may differ from expectations. Our actual future results and trends may differ materially from expectations depending on a variety of factors discussed in our filings with the Securities and Exchange Commission (the “SEC”). These factors include without limitation:

•the impact of epidemics, pandemics, or other outbreaks of illness, disease or virus (such as COVID-19 and its variants) and the actions taken by government authorities and others related thereto, including actions that restrict or limit the ability of our Company, our properties and our tenants to operate;

•adverse changes in national and local economic conditions, the real estate industry and the commercial real estate markets in which we operate, which would have a negative effect on, among other things:

•overall market occupancy levels and demand for office and other commercial space and rental rates;

•the financial condition of our tenants, many of which are financial, legal and other professional firms, our lenders, counterparties to our derivative financial instruments and institutions that hold our cash balances and short-term investments, which may expose us to increased risks of default by these parties;

•the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue acquisition and development opportunities and refinance existing debt; and

•real estate asset valuations, a decline in which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis.

•competition from other owners, developers and investors, including for tenants and investment opportunities;

•our failure to lease unoccupied space in accordance with our projections;

•our failure to re-lease occupied space upon expiration of leases;

•tenant defaults and the bankruptcy of major tenants;

•volatility in capital and credit markets, including changes that reduce availability, and increase costs, of capital;

•increasing interest rates, which could increase our borrowing costs and adversely affect the market price of our securities;

•failure of interest rate hedging contracts to perform as expected and the effectiveness of such arrangements;

•inflation, which, among other things, would increase our operating expenses and costs for supplies and labor;

•failure of acquisitions, developments and other investments, including projects undertaken through joint ventures and equity investments in third parties, to perform as expected;

•unanticipated costs associated with the purchase, integration and operation of our acquisitions;

•unanticipated costs and delays to complete, lease-up and operate our developments and redevelopments, including on account of shortages of, and delays in shipping of, supplies and materials for our developments and redevelopments;

•unanticipated costs associated with land development, including building and construction moratoriums and inability to obtain necessary zoning, land-use, building, occupancy and other required governmental approvals, construction cost increases or overruns and construction delays;

•lack of liquidity of real estate investments, which could make it difficult for us to respond to changing economic or financial conditions or changes in the operating performance of our properties;

•potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs to us;

•impairment charges;

•uninsured losses due to insurance deductibles, self-insurance retention, uninsured claims or casualties, or losses in excess of applicable coverage;

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•increased costs for, or lack of availability of, adequate insurance, including for terrorist acts or environmental liabilities;

•actual or threatened terrorist attacks;

•security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems, which support our operations and our properties;

•the impact on workplace and tenant space demands driven by technology, employee culture and commuting patterns;

•demand for tenant services beyond those traditionally provided by landlords;

•liability and clean-up costs incurred under environmental or other laws;

•risks associated with our investments in real estate ventures and unconsolidated entities, including our lack of sole decision-making authority and our reliance on our venture partners’ financial condition;

•inability of real estate venture partners to fund venture obligations or perform under our real estate venture development agreements;

•failure to manage our growth effectively into new product types within our portfolio and real estate venture arrangements;

•failure of dispositions to close in a timely manner;

•the impact of climate change and compliance costs relating to laws and regulations governing climate change;

•risks associated with federal, state and local tax audits;

•complex regulations relating to our status as a real estate investment trust, or REIT, and the adverse consequences of our failure to qualify as a REIT;

•changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on our earnings; and

•our internal control over financial reporting may not be considered effective which could result in a loss of investor confidence in our financial reports, and in turn could have an adverse effect on the market price of our securities.

Given these uncertainties, and the other risks identified in the “Risk Factors” section and elsewhere in this report, we caution readers not to place undue reliance on forward-looking statements. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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PART I

Item 1.    Business

Overview

We are a self-administered and self-managed real estate investment trust (“REIT”) engaged in the acquisition, development, redevelopment, ownership, management, and operation of a portfolio of office, life science/lab, residential, and mixed-use properties. During the twelve months ended December 31, 2022, we owned and managed properties within five markets: (1) Philadelphia Central Business District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas (4) Metropolitan Washington, D.C., and (5) Other. The Philadelphia CBD segment includes properties located in the City of Philadelphia in Pennsylvania. The Pennsylvania Suburbs segment includes properties in Chester, Delaware and Montgomery counties in the Philadelphia suburbs. The Austin, Texas segment includes properties in the City of Austin, Texas. The Metropolitan Washington, D.C. segment includes properties in Northern Virginia, Washington, D.C., and Southern Maryland. The Other segment includes properties in Camden County in New Jersey and properties in New Castle County in Delaware. In addition to the five markets, our corporate group is responsible for cash and investment management, development of certain real estate properties during the construction period, and certain other general support functions. See Note 1 “Organization of the Parent Company and the Operating Partnership,” to our Consolidated Financial Statements for our property portfolio, management services and land holdings. Unless otherwise indicated, all references in this Form 10-K to “square feet” represent the net rentable area.

The Parent Company was organized and commenced its operations in 1986 as a Maryland REIT. The Parent Company owns its assets and conducts its operations through the Operating Partnership and subsidiaries of the Operating Partnership. The Operating Partnership was formed in 1996 as a Delaware limited partnership. The Parent Company controls the Operating Partnership as its sole general partner. See Note 1 “Organization of the Parent Company and the Operating Partnership,” to our Consolidated Financial Statements for the Parent Company's ownership interest in the Operating Partnership. The ownership interests in the Operating Partnership not owned by the Company consist of common units of limited partnership issued to the holders in exchange for contributions of properties to the Operating Partnership. Our structure as an “UPREIT” is designed, in part, to permit persons contributing properties to us to defer some or all of the tax liability they might otherwise incur in a sale of properties. We have offices in Philadelphia, Pennsylvania; Radnor, Pennsylvania; McLean, Virginia; Mount Laurel, New Jersey; Richmond, Virginia; Wilmington, Delaware; and Austin, Texas.

Our principal executive offices are located at 2929 Arch Street, Suite 1800, Philadelphia, PA 19104, our telephone number is (610) 325-5600 and our website is www.brandywinerealty.com. The content on any website referred to in this Form 10-K is not incorporated by reference into this Form 10-K.

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other information filed or furnished by us with the SEC are available, without charge, on our website, http://www.brandywinerealty.com, as soon as reasonably practicable after they are electronically filed or furnished with the SEC. Copies are also available, free of charge, upon written request to Investor Relations, Brandywine Realty Trust, 2929 Arch Street, Suite 1800, Philadelphia, PA 19104.

Business Segments

See Note 19 “Segment Information,” to our Consolidated Financial Statements for information on results of operations of our reportable segments for the years ended December 31, 2022, 2021, and 2020 and balance sheet amounts as of December 31, 2022 and 2021.

Joint Ventures

From time to time we consider joint venture opportunities with institutional investors or other real estate companies. Joint venture partnerships provide us with additional sources of capital to share investment risk and fund capital requirements. In some instances, joint venture partnerships provide us with additional local market insight or product type expertise. For information regarding our joint ventures, see Note 4 “Investment in Unconsolidated Real Estate Ventures,” to our Consolidated Financial Statements.

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Developments/Redevelopments

Our regular interaction with tenants and other market participants keep us current on innovations in workplace layout and smart living. We leverage this information to identify properties primed for development or redevelopment to meet tenant demands and realize value. The expertise and relationships that we have built from managing complex construction projects allow us to add new assets to our portfolio and renovate existing assets in our portfolio.

Business Objective and Strategies for Growth

Our business objective is to deploy capital effectively to maximize our return on investment and thereby maximize our total return to shareholders. To accomplish this objective we seek to:

•concentrate on urban town centers and central business districts in selected regions, and be the best of class owner and developer in those markets with a full-service office in each of those markets providing property management, leasing, development, and construction expertise;

•maximize cash flow through leasing strategies designed to capture rental growth as rental rates increase and as leases are renewed;

•attain high tenant retention rates by providing a full array of property management, maintenance services and tenant service amenity programs responsive to the varying needs of our diverse tenant base;

•cultivate long-term leasing relationships with a diverse base of high-quality and financially stable tenants;

•increase the economic diversification of our tenant base while maximizing economies of scale;

•form joint ventures with high-quality partners having attractive real estate holdings or significant financial resources;

•utilize our reputation as a full-service real estate development and management organization to identify acquisition and development opportunities that will expand our business and create long-term value; and

•selectively dispose of properties that do not support our long-term business objectives and growth strategies.

We also consider the following to be important objectives:

•to own and develop high-quality office, life science/lab, residential, and mixed-use properties meeting the demands of today’s tenants who require sophisticated telecommunications and related infrastructure, support services, sustainable features and amenities, and to manage those facilities so as to continue to be the landlord of choice for both existing and prospective tenants;

•to capitalize on our redevelopment expertise to selectively develop, redevelop and reposition properties in desirable locations that other organizations may not have the resources to pursue;

•to opportunistically acquire high-quality office, life science/lab, residential, and mixed-use properties at attractive yields in markets that we expect will experience economic growth and where we can achieve operating efficiencies;

•to monetize or deploy our land inventory for development of high-quality office, life science/lab, residential, and mixed-use properties, or rezone from office/industrial to life science/lab, residential, retail and hotel to align with market and demand shifts as appropriate;

•to control development sites, including sites under purchase options, that could support high-quality office, life science/lab, residential, and mixed-use properties within our core markets;

•to strategically grow our portfolio through the development and acquisition of new product types that support our strategy of transit-oriented and amenity based mixed-use properties located in the central business district of Philadelphia, Pennsylvania; Pennsylvania Suburbs; and Austin, Texas; and

•to secure third-party development contracts, which can be a significant source of revenue and enable us to utilize and grow our existing development and construction management resources.

We expect to concentrate our real estate activities in markets where we believe that:

•current and projected market rents and absorption statistics justify construction activity;

•we can maximize market penetration by accumulating a critical mass of properties and thereby enhance operating efficiencies;

•barriers to entry (such as zoning restrictions, utility availability, infrastructure limitations, development moratoriums and limited developable land) will create supply constraints on available space; and

•there is potential for economic growth, particularly job growth and industry diversification.

Operational Strategy

We currently expect to continue to operate in markets where we have a concentration advantage due to economies of scale. We believe that where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing multiple properties in the same market. We also intend to

8

selectively dispose of properties and redeploy capital if we determine a property cannot meet our long-term earnings growth expectations. We believe that recycling capital is an important aspect of maintaining the overall quality of our portfolio.

Our broader strategy remains focused on continuing to grow earnings, enhance liquidity and strengthen our balance sheet through capital retention, debt reduction, targeted sales activity and management of our existing and prospective liabilities.

In the long term, we believe that we are well positioned in our current markets and have the expertise to take advantage of both development and acquisition opportunities, as warranted by market and economic conditions, in new markets that have healthy long-term fundamentals and strong growth projections. This capability, combined with what we believe is a conservative financial structure, should allow us to achieve disciplined growth. These abilities are integral to our strategy of having a diverse portfolio of assets, which will meet the needs of our tenants.

We use experienced on-site construction superintendents, operating under the supervision of our project managers and senior management, to control the construction process and mitigate the various risks associated with real estate development.

In order to fund developments, redevelopments and acquisitions, as well as refurbish and improve existing properties, we primarily use proceeds from property dispositions, excess cash from operations after satisfying our dividend and other financing requirements, and external sources of debt and equity capital, including from joint venture partners. The availability of funds for new investments and maintenance of existing properties largely depends on capital markets and liquidity factors over which we can exert little control.

Competition

The real estate business is highly competitive. 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 provided, and the design and condition of the improvements. As leases at our properties expire, we may encounter significant competition to renew or re-let space in light of the large number of competing properties within the markets in which we operate. As a result, we may be required to provide rent concessions or abatements, incur charges for tenant improvements and other inducements, including early termination rights or below market renewal options, or we may not be able to timely lease vacant space. In such cases, our financial condition, results of operations, cash flow, per share trading price of our common shares and ability to satisfy our debt service obligations and to pay dividends may be adversely affected.

We also face competition when attempting to acquire, sell or develop real estate, including competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension funds, partnerships and individual investors. Our competitors may be able to pay higher property acquisition prices, may have private access to opportunities not available to us and otherwise may be in a better position to acquire a property. Competition may also have the effect of reducing the number of acquisition opportunities available to us, increasing the price required to consummate an acquisition opportunity and generally reducing the demand for office, retail, mixed-use and multifamily space in our markets. Similarly, competition with sellers of similar properties to locate suitable purchasers may result in us receiving lower proceeds from a sale or in us not being able to dispose of a property at a time of our choosing due to the lack of an acceptable return. Our ability to compete also depends upon trends in the economies of our markets, investment alternatives, financial condition and operating results of current and prospective tenants, availability and cost of capital, construction and renovation costs, land availability, our ability to obtain necessary construction approvals, taxes, governmental regulations, legislation and population trends.

Regulation

General

Properties in our markets are subject to various laws, ordinances, and regulations, including regulations relating to common areas. We believe we have the necessary permits and approvals to operate each of our properties.

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Environmental Matters

Our business operations are subject to various federal, state, and local environmental laws and regulations governing land, water, and wetlands resources. Among these are certain laws and regulations under which an owner or operator of real estate could become liable for the costs of removal or remediation of certain hazardous or toxic substances present on or in such property. Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of such substances, or the failure to properly remediate such substances, may subject the owner to substantial liability and may adversely affect the owner’s ability to develop the property or to borrow using such real estate as collateral.

We typically manage this potential liability through performance of Phase I Environmental Site Assessments and, as necessary, Phase II Environmental Site Assessments which include environmental sampling on properties we acquire or develop. Even with these assessments and testings, no assurance can be given that environmental liabilities do not exist, that the reports revealed all environmental liabilities, or that no prior owner created or permitted any material environmental condition not known to us. In certain situations, we have also sought to avail ourselves of legal and regulatory protections offered by federal and state authorities to prospective purchasers of property. Where applicable studies have resulted in the determination that remediation was required by applicable law, the necessary remediation is typically incorporated into the operational or development activity of the relevant property. We are not aware of any environmental liability that we believe would have a material adverse effect on our business, assets, or results of operations.

Certain environmental laws impose liability on a previous owner of a property to the extent that hazardous or toxic substances were present during the prior ownership period. A transfer of the property does not necessarily relieve an owner of such liability. Thus, although we are not aware of any such situation, we may have such liabilities on properties previously sold. We believe that we and our properties are in compliance in all material respects with applicable federal, state, and local laws, ordinances, and regulations governing the environment. For additional information, see Item 1A. Risk Factors – Regulatory Risk Factors – Potential liability for environmental contamination could result in substantial costs.

Information Security

We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems. The Audit Committee of our Board (the “Audit Committee”) and senior management receive and review quarterly reports on cybersecurity matters from our Chief Technology and Innovation Officer, including reports on documented incidents or violations of our IT and security policies. Documented incidents or violations are discussed, and managers are notified for the appropriate follow-up with our human resources department or the employees involved in such incidents or violations, as needed. Although we have not experienced a data or other cybersecurity breach in the past three years that resulted in a financial loss, our Board and the Audit Committee regularly evaluate our existing information technology and security policies and controls to address new and novel threats posed to the Company. We have implemented a training program for employees that includes both proactive education modules, as well as reactive anti-phishing and testing modules designed to test the end-user’s ability to put what they have learned into practice.

Human Capital Resources

As of December 31, 2022, we had approximately 328 full-time employees and six part-time employees, one intern and one temporary employee. We seek to maintain a challenging, enriching, respectful, diverse, inclusive, collaborative and rewarding work environment for our employees whom we consider to be among our most valuable assets. We maintain policies and programs that we believe reflect our continued commitment to our employees, including:

•a competitive compensation program and benefits package.

•operational protocols which prioritize employee health, safety and well-being.

•promotion of diversity and inclusion in our hiring practices.

◦In 2022, approximately 50% of all new hires were females and approximately 38% of all new hires were ethnic minorities.

•training and career development opportunities and a tuition reimbursement program.

•regular assessment of the engagement, satisfaction and retention of our employees.

•programs such as internally organized affinity groups which are intended to foster an atmosphere of collaboration and inclusion.

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Environmental, Social, and Corporate Governance

Brandywine is committed to implementing and maintaining environmental, social, and governance (“ESG”) standards while driving value through continual improvement of our operations, portfolio performance, and community impact. Our reduction targets for energy, greenhouse gas emissions and water are focused to reduce consumption 15% by 2025 over our 2018 baseline.

In 2022, we extended our industry-leading ISS Governance Quality Score of 1, representing the highest possible score and indicating the lowest shareholder risk. We continued to maintain an A rating from MSCI ESG Research and received our seventh annual Global Real Estate Sustainability Benchmark (“GRESB”) Green Star ranking, as well as our first 5-Star ranking. We achieved 2022 Green Lease Leaders Platinum recognition in the category’s inaugural year, recognizing our collaboration with tenants to equitably align financial and environmental benefits. We were also recognized for our commitment to the Philadelphia 2030 District initiative to achieve substantial reduction in energy use by the year 2030. We have further completed 13.5 million square feet of green building certifications, encompassing approximately 62% of our portfolio.

We remain committed to energy efficiency in our buildings. We’ve achieved one or more green building certifications across 62% of our portfolio and participate in the UL Verified Healthy Buildings Program. Over 700 energy, water, and waste efficiency projects were implemented in our portfolio, and we continue to generate and procure renewable energy for our properties.

Brandywine remains committed to supporting our employees and the communities we operate in. We promote diversity, equity, and inclusion through internal affinity teams, board diversity, and employee engagement. Employees are given access to mentorship and tuition reimbursement opportunities as well as numerous programs to promote health and wellness. Brandywine maintains and encourages the use of over 74 acres of public green space for community engagement. We continue to foster long-standing, ethical partnerships with local suppliers and drive economic resilience through the Schuylkill Yards projects and community totaling $16.4 million to date. We’ve spearheaded new, equitable transit-oriented development in Austin and Philadelphia and continue to assess what investments will impact our employees and communities the most.

For further information regarding our environmental, social, and governance strategies and policies, please visit the “Responsibility” section of our website. The information contained on our website is not incorporated by reference into this Annual Report.

Item 1A.    Risk Factors

You should carefully consider these risk factors, together with all of the other information included in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes thereto, before you decide whether to make an investment in our securities. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, prospects, financial condition, cash flows, liquidity, funds from operations, results of operations, share price, ability to service our indebtedness, and/or ability to make cash distributions to our security holders (including those necessary to maintain our REIT qualification). In such case, the value of our common shares and the trading price of our securities could decline, and you may lose all or a significant part of your investment. Some statements in the following risk factors constitute forward looking statements. Please refer to the explanation of the qualifications and limitations on forward-looking statements under “Forward-Looking Statements” of this Form 10-K.

Economic Risk Factors

Adverse economic and geopolitical conditions could have a material adverse effect on our results of operations, financial condition and our ability to pay distributions to our shareholders.

Our business is affected by global, national and local economic conditions. Our portfolio consists primarily of office buildings (as compared to real estate companies with portfolios of multiple asset classes). Our financial performance and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow, results of operations, financial condition and ability to make distributions to our security holders will be adversely affected.

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The following factors, among others, may materially and adversely affect the income generated by our properties and our performance generally:

•adverse changes in international, national or local economic and demographic conditions;

•increased vacancies or our inability to rent space on favorable terms, including market pressures to offer tenants rent abatements, increased tenant improvement packages, early termination rights, below market rental rates or below-market renewal options;

•significant job losses in the financial and professional services industries may occur, which may decrease demand for office space, causing market rental rates and property values to be negatively impacted;

•changes in space utilization by our tenants due to technology, economic conditions, impact of pandemics, and business culture may decrease demand for office space, causing market rental rates and property values to be negatively impacted;

•deterioration in the financial condition of our tenants may result in tenant defaults under leases, including due to bankruptcy, and adversely impact our ability to collect rents from our tenants;

•competition from other office and mixed-use properties, and increased supply of such properties;

•increases in non-discretionary operating costs, including insurance expense, utilities, real estate taxes, state and local taxes, labor shortages and heightened security costs may not be offset by increased market rental rates;

•increases in operating costs due to inflation may not be offset by increased market rental rates;

•reduced values of our properties would limit our ability to dispose of assets at attractive prices, limit our access to debt financing secured by our properties and reduce the availability of unsecured loans;

•increases in interest rates, reduced availability of financing and reduced liquidity in the capital markets may adversely affect our ability or the ability of potential buyers of properties and tenants of properties to obtain financing on favorable terms, or at all;

•one or more lenders under our unsecured credit facility could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all; and

•civil disturbances, earthquakes and other natural disasters, or terrorist acts or acts of war may result in uninsured or underinsured losses.

Our performance is dependent upon the economic conditions of the markets in which our properties are located.

Our results of operations will be significantly influenced by the economies and other conditions of the real estate markets in which we operate, particularly in Philadelphia, Pennsylvania, the suburbs of Philadelphia, Pennsylvania, Austin, Texas, Washington, D.C., Northern Virginia and Southern Maryland. Any adverse changes in economic conditions in any of these economies or real estate markets could negatively affect cash available for distribution and debt service. Our financial performance and ability to make distributions to our shareholders and pay debt service is particularly sensitive to the economic conditions in these markets. The local economic climate, which may be adversely impacted by business layoffs or downsizing, industry slowdowns, changing demographics and other factors, and local real estate conditions, such as demand for office space, operating expenses and real estate taxes, may affect revenues and the value of properties, including properties to be acquired or developed.

We may suffer adverse consequences due to the financial difficulties, bankruptcy or insolvency of our tenants.

Periodically, our tenants experience financial difficulties, including bankruptcy, insolvency or a general downturn in their business, and these difficulties may have an adverse effect on our cash flow, results of operations, financial condition and ability to make distributions to our shareholders. We cannot assure you that any tenant that files for bankruptcy protection will continue to pay us rent. A bankruptcy filing by or relating to one of our tenants or a lease guarantor would bar efforts by us to collect pre-bankruptcy debts from that tenant or lease guarantor, or its property, unless we receive an order permitting us to do so from the bankruptcy court. In addition, we cannot evict a tenant solely because of bankruptcy. The bankruptcy of a tenant or lease guarantor could delay our efforts to collect past due balances under the relevant leases, and could ultimately preclude collection of these sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. If, however, a lease is rejected by a tenant in bankruptcy, we would have only a general, unsecured claim for damages. Any such unsecured claim would only be paid to the extent that funds are available and only in the same percentage as is paid to all other holders of general, unsecured claims. Restrictions under the bankruptcy laws further limit the amount of any other claims that we can make if a lease is rejected. As a result, it is likely that we would recover substantially less than the full value of the remaining rent during the term. See Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors that May Influence Future Results of Operations - Tenant Credit Risk.”

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Real Estate Industry Risk Factors

We may experience increased operating costs, which might reduce our profitability.

Our properties are subject to increases in operating expenses such as for insurance, real estate taxes, cleaning, electricity, heating, ventilation and air conditioning, administrative costs and other costs associated with security, landscaping and repairs and maintenance of our properties. In general, our tenant leases allow us to pass through all or a portion of these costs to them. We cannot assure you, however, that tenants will actually bear the full burden of these increased costs, or that such increased costs will not lead them, or other prospective tenants, to seek office space elsewhere. If operating expenses increase, the availability of other comparable office space in our core geographic markets might limit our ability to increase rents; if operating expenses increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to shareholders.

Our investment in property development or redevelopment may be more costly or difficult to complete than we anticipate.

We intend to continue to develop properties where market conditions warrant such investment. Once made, these investments may not produce results in accordance with our expectations. Risks associated with our development and construction activities include:

•unavailability of favorable financing alternatives in the private and public debt markets;

•insufficient capital to pay development costs;

•dependence on the financial, technology and professional services sector as part of our tenant base;

•construction costs exceeding original estimates due to rising interest rates, inflation, diminished availability of materials and labor, and increases in the costs of materials and labor;

•construction and lease-up delays resulting in increased debt service, fixed expenses and construction or renovation costs;

•expenditure of funds and devotion of management’s time to projects that we do not complete;

•occupancy rates and rents at newly completed properties may fluctuate depending on a number of factors, including market and economic conditions, resulting in lower than projected rental rates and a corresponding lower return on our investment;

•complications (including building moratoriums and anti-growth legislation) in obtaining necessary zoning, occupancy and other governmental permits;

•increased use restrictions by local zoning or planning authorities limiting our ability to develop and impacting the size of developments; and

•limited experience in developing or redeveloping properties in certain of our geographic markets may lead us to incorrectly project development costs and returns on our investments.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors that May Influence Future Results of Operations - Development Risk.”

Our development projects and third party property management business may subject us to certain liabilities.

We may hire and supervise third party contractors to provide construction, engineering and various other services for wholly owned development projects, development projects undertaken by real estate ventures in which we hold an equity interest and manage or properties we are managing on behalf of unaffiliated third parties. Certain of these contracts may be structured such that we are the principal rather than the agent. As a result, we may assume liabilities in the course of the project and be subjected to, or become liable for, claims for construction defects, negligent performance of work or other similar actions by third parties we have engaged. Adverse outcomes of disputes or litigation could negatively impact our business, results of operations and financial condition, particularly if we have not limited the extent of the damages to which we may be liable, or if our liabilities exceed the amounts of the insurance that we carry. Moreover, our tenants and third party customers may seek to hold us accountable for the actions of contractors because of our role even if we have technically disclaimed liability as a legal matter, in which case we may determine it necessary to participate in a financial settlement for purposes of preserving the tenant or customer relationship.

Acting as a principal may also mean that we pay a contractor before we have been reimbursed, which exposes us to additional risks of collection in the event of a bankruptcy or insolvency. Similarly, a contractor may file for bankruptcy or commit fraud before completing a project that we have funded in part or in full. As part of our project management business, we are responsible for managing various contractors required for a project, including general contractors, in order to ensure that the cost of a project does not exceed the contract amount and that the project is completed on time. In the event that one or more

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of the contractors involved does not, or cannot, perform as a result of bankruptcy or for another reason, we may be responsible for cost overruns, as well as the consequences of late delivery. In the event that we have not accurately estimated our own costs of providing services under guaranteed cost contracts, we may be exposed to losses on such contracts.

Our development projects may be dependent on strategic alliances with unaffiliated third parties.

We may face challenges in managing our strategic alliances. As our development projects become more complex, the need for trust, collaboration, and equitable risk-sharing is essential to the success of these projects. The alliances we engage in are driven by the complementary skills and capabilities of our partners. Despite the diligence performed establishing these alliances, our objectives may not fully align with those of our partners throughout the development project or projects. Disagreements with one or more third parties with whom we partner in the development of one or more of the development components may restrict our ability to act exclusively in our own interests. In addition, failure of one or more third parties with whom we partner to fulfill obligations to us could result in delays and increased costs to us associated with finding a suitable replacement partner. Increased costs could require us to revise or abandon our activities entirely with respect to one or more components of the project and, in such event, we would not recover, and would be required to write-off, costs we had capitalized in development.

We face risks associated with the development of mixed-use commercial properties.

We operate, are currently developing, and may in the future develop, properties either alone or through real estate ventures that are known as “mixed-use” developments. In addition to the development of office space, mixed-use projects may also include space for life science/lab, residential, hotel or other commercial purposes. If a development project consists of a non-office or non-retail use, we may seek to develop that component ourselves, assign the rights to that component to a third-party developer with experience in that use, or we may seek to partner with such a developer. If we do not assign the rights or partner with such a developer, or if we choose to develop the other component ourselves, we would be exposed not only to those risks typically associated with the development of properties for office and retail use generally, but also to specific risks associated with the development and ownership of non-office and non-retail real estate. In addition, even if we assign the rights to develop certain components or elect to participate in the development through a real estate venture, we may be exposed to the risks associated with the failure of the other party to complete the development as expected. These include the risk that the other party would default on its obligations, necessitating that we complete the other component ourselves (including providing any necessary financing). In the case of residential properties, these risks also include competition for prospective residents from other operators whose properties may be perceived to offer a better location or better amenities or whose rent may be perceived as a better value given the quality, location and amenities that the resident seeks. Because we have limited experience with residential properties, we expect to retain third parties to manage our residential properties. In the case of hotel properties, the risks also include increases in inflation and utilities that may not be offset by increases in room rates. We are also dependent on business and commercial travelers and tourism. If we decide not to sell or participate in a real estate venture and instead hire a third party manager, we would be dependent on their key personnel to provide services on our behalf and we may not find a suitable replacement if the management agreement is terminated, or if key personnel leave or otherwise become unavailable to us.

We face risks associated with property acquisitions.

We have acquired in the past and intend to continue to pursue the acquisition of properties, including large portfolios that would increase our size and potentially alter our capital structure. The success of such transactions is subject to a number of factors, including the risks that:

•we may not be able to obtain financing for such acquisitions on favorable terms;

•acquired properties may fail to perform as expected;

•even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition after making a non-refundable deposit and incurring certain other acquisition-related costs;

•the actual costs of repositioning, redeveloping or maintaining acquired properties may be higher than our estimates;

•the acquired properties may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or unfamiliarity with local governmental and permitting procedures; and

•we may not be able to efficiently integrate acquired properties, particularly portfolios of properties, into our organization and manage new properties in a way that allows us to realize anticipated cost savings and synergies.

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Acquired properties may subject us to known and unknown liabilities.

Properties that we acquire may be subject to known and unknown liabilities for which we would have no recourse, or only limited recourse, to the former owners of such properties or otherwise. As a result, if a liability were asserted against us based upon ownership of acquired property, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flow. Unknown liabilities relating to acquired properties could include:

•liabilities for clean-up of pre-existing disclosed or undisclosed environmental contamination;

•claims by tenants, vendors, municipalities or other persons arising on account of actions or omissions of the former owners or occupants of the properties; and

•liabilities incurred in the ordinary course of business.

We may be unable to renew leases or re-lease space as leases expire; certain leases may expire early.

If tenants do not renew their leases upon expiration, we may be unable to re-lease the space. Even if the tenants do renew their leases or if we can re-lease the space, the terms of renewal or re-leasing (including the cost of required renovations) may be less favorable than the current lease terms. Certain leases grant the tenants an early termination right upon payment of a termination penalty or if we fail to comply with certain material lease terms. Our inability to renew or release spaces and the early termination of certain leases could adversely affect our ability to make distributions to shareholders. See Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors that May Influence Future Results of Operations - Tenant Rollover Risk.”

We face significant competition from other real estate developers.

We compete with real estate developers, operators and institutions for tenants and acquisition and development opportunities. Some of these competitors may have significantly greater financial resources than we have. Such competition may reduce the number of suitable investment opportunities available to us, may interfere with our ability to attract and retain tenants and may increase vacancies, which could result in increased supply and lower market rental rates, reducing our bargaining leverage and adversely affect our ability to improve our operating leverage. In addition, some of our competitors may be willing (e.g., because their properties may have vacancy rates higher than those for our properties) to make space available at lower rental rates or with higher tenant concession percentages than available space in our properties. We cannot assure you that this competition will not adversely affect our cash flow and our ability to make distributions to shareholders.

Property ownership through unconsolidated real estate ventures may limit our ability to act exclusively in our interest.

We develop, acquire, and contribute properties in unconsolidated real estate ventures with other persons or entities when we believe circumstances warrant the use of such structures. For information regarding our unconsolidated real estate ventures, see Note 4 “Investment in Unconsolidated Real Estate Ventures,” to our Consolidated Financial Statements. We could become engaged in a dispute with one or more of our venture partners that might affect our ability to operate a jointly-owned property. Moreover, our venture partners may, at any time, have business, economic or other objectives that are inconsistent with our objectives, including objectives that relate to the appropriate timing and terms of any sale or refinancing of a property. In some instances, our venture partners may have competing interests in our markets that could create conflicts of interest. If the objectives of our venture partners or the lenders to our unconsolidated real estate ventures are inconsistent with our own objectives, we may not be able to act exclusively in our interests and the value of our investment in the unconsolidated real estate ventures may be affected.

Preferred equity, mezzanine loans, and other investments that are subordinated or otherwise junior in an issuer’s capital structure and that involve privately negotiated structures will expose us to greater risk of loss.

We have previously made equity investments and may in the future make or acquire additional preferred equity investments, mezzanine loans and other investments that are subordinated or otherwise junior in an entity's capital structure and that involve privately negotiated structures. To the extent we invest in subordinated debt or mezzanine tranches of an entity’s capital structure, or in preferred equity instruments, such investments and our remedies with respect thereto, including the ability to foreclose on collateral (if any) securing such investments, will be subject to the rights of holders of more senior tranches in the entity's capital structure and, to the extent applicable, contractual intercreditor, co-lender and/or participation agreement provisions. Significant losses related to such investments or loans could adversely affect our results of operations and financial condition.

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Because real estate is illiquid, we may be unable to sell properties when in our best interest.

Real estate investments generally, and in particular large office and mixed use properties like those that we own, often cannot be sold quickly. The capitalization rates at which properties may be sold could be higher than historical rates, thereby reducing our potential proceeds from sale. Consequently, we may not be able to alter our portfolio promptly in response to changes in economic or other conditions. In addition, the Internal Revenue Code limits our ability, as a REIT, to sell properties that we have held for fewer than two years without potential adverse consequences to us. Furthermore, properties that we have developed and have owned for a significant period of time or that we acquired in exchange for partnership interests in the Operating Partnership often have a low tax basis. If we were to dispose of any of these properties in a taxable transaction, we may be required under provisions of the Internal Revenue Code applicable to REITs to distribute a significant amount of the taxable gain to our shareholders and this could, in turn, impact our cash flow. In some cases, tax protection agreements with third parties will prevent us from selling certain properties in a taxable transaction without incurring substantial costs. In addition, purchase options and rights of first refusal held by tenants or partners in unconsolidated real estate ventures may also limit our ability to sell certain properties. All of these factors reduce our ability to respond to changes in the performance of our investments and could adversely affect our cash flow and ability to make distributions to shareholders as well as the ability of someone to purchase us, even if a purchase were in our shareholders’ best interests.

We have agreed not to sell certain of our properties and to maintain indebtedness subject to guarantees.

We acquired in the past and in the future may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in our Operating Partnership. This acquisition structure has the effect, among other factors, of reducing the amount of tax depreciation we can deduct over the tax life of the acquired properties, and typically requires that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. We have agreed not to sell some of our properties for varying periods of time, in transactions that would trigger taxable income to the former owners, and we may enter into similar arrangements as a part of future property acquisitions. These agreements generally provide that we may dispose of the subject properties only in transactions that qualify as tax-free exchanges under Section 1031 of the Internal Revenue Code or in other tax deferred transactions. Such transactions can be difficult to complete and can result in the property acquired in exchange for the disposed of property inheriting the tax attributes (including tax protection covenants) of the sold property. Violation of such tax protection agreements may impose significant costs on us. As a result, we are restricted with respect to decisions related to financing, encumbering, expanding or selling these properties. These restrictions on dispositions could limit our ability to sell an asset or pay down partnership debt during a specified time, or on terms, that would be favorable absent such restrictions.

We have also entered into agreements that provide prior owners of properties with the right to guarantee specific amounts of indebtedness and, in the event that the specific indebtedness that they guarantee is repaid or reduced, we would be required to provide substitute indebtedness for them to guarantee. These agreements may hinder actions that we may otherwise desire to take to repay or refinance guaranteed indebtedness because we would be required to make payments to the beneficiaries of such agreements if we violate these agreements.

Our property taxes could increase due to property tax rate changes or reassessment, which would adversely impact our cash flows.

Even if we continue to qualify as a REIT for federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. If the property taxes we pay increase, our cash flow would be adversely impacted, and our ability to pay any expected dividends to our stockholders and unitholders could be adversely affected.

Regulatory Risk Factors

Changes in tax rates and regulatory requirements may adversely affect our cash flow and results of operations.

Because increases in income and service taxes are generally not passed through to tenants under leases, such increases may adversely affect our cash flow and ability to make expected distributions to shareholders. Our properties are also subject to various regulatory requirements, such as those relating to the environment, fire and safety. Our failure to comply with these requirements could result in the imposition of fines and damage awards and could result in a default under some of our tenant

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leases. Moreover, the costs to comply with any new or different regulations could adversely affect our cash flow and our ability to make distributions to shareholders. We cannot assure you that these requirements will not change or that newly imposed conditions will not require significant expenditures in order to be compliant.

Potential liability for environmental contamination could result in substantial costs.

Under various federal, state and local laws, ordinances and regulations, we may be liable for the costs to investigate and remove or remediate hazardous or toxic substances on or in our properties, often regardless of whether we know of or are responsible for the presence of these substances. These costs may be substantial. While we do maintain environmental insurance, we cannot be assured that our insurance coverage will be sufficient to protect us from all of the aforesaid remediation costs. Also, if hazardous or toxic substances are present on a property, or if we fail to adequately remediate such substances, our ability to sell or rent the property or to borrow using that property as collateral may be adversely affected.

Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) and underground storage tanks are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or tanks or related claims arising out of environmental contamination or human exposure to contamination at or from our properties.

Additionally, we develop, manage, lease and/or operate various properties for third parties. Consequently, we may be considered to have been or to be an operator of these properties and, therefore, potentially liable for removal or remediation costs or other potential costs that could relate to hazardous or toxic substances.

Americans with Disabilities Act compliance could be costly.

The Americans with Disabilities Act of 1990, or the ADA, requires that all public accommodations and commercial facilities, including office buildings, meet certain federal requirements related to access and use by disabled persons. Compliance with ADA requirements could involve the removal of structural barriers from certain disabled persons’ entrances which could adversely affect our financial condition and results of operations. Other federal, state and local laws may require modifications to or restrict further renovations of our properties with respect to such accesses. Noncompliance by us with the ADA or similar or related laws or regulations could result in the imposition on us of governmental fines or in awards of damages against us in favor of private litigants. In addition, changes to existing requirements or enactments of new requirements could require significant expenditures. Such costs may adversely affect our cash flow and ability to make distributions to shareholders.

REIT Risk Factors

Failure to qualify as a REIT would subject us to U.S. federal income tax which would reduce the cash available for distribution to our shareholders.

We operate our business to qualify to be taxed as a REIT for federal income tax purposes. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Report are not binding on the IRS or any court. As a REIT, we generally will not be subject to federal income tax on the income that we distribute currently to our shareholders. Many of the REIT requirements, however, are highly technical and complex. The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be entirely within our control. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws. In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers. We also are required to distribute to our shareholders with respect to each year at least 90% of our REIT taxable income (excluding net capital gains). The fact that we hold substantially all of our assets through the Operating Partnership and its subsidiaries and unconsolidated real estate ventures further complicates the application of the REIT requirements for us. Even a technical or inadvertent mistake could jeopardize our REIT status and, given the highly complex nature of the rules governing REITs and the ongoing importance of factual determinations, we cannot provide any assurance that we will continue to qualify as a REIT. Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings or interpretations of tax law, that make it more difficult, or impossible, for us to remain

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qualified as a REIT. If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or more of the statutory savings provisions in order to maintain our REIT status, we would nevertheless be required to pay penalty taxes of $50,000 or more for each such failure.

If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, we would be subject to federal income tax at regular corporate rates on all of our income. As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable income or pass through long term capital gains to individual shareholders at favorable rates. For tax years beginning before January 1, 2018, we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes. We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions. If we failed to qualify as a REIT, we would have to pay significant income taxes, which would reduce our net earnings available for investment or distribution to our shareholders. This likely would have a significant adverse effect on our earnings and likely would adversely affect the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders.

Failure of the Operating Partnership (or a subsidiary partnership or unconsolidated real estate venture) to be treated as a partnership would have serious adverse consequences to our shareholders.

If the IRS were to successfully challenge the tax status of the Operating Partnership or any of its subsidiary partnerships or unconsolidated real estate ventures for federal income tax purposes, the Operating Partnership or the affected subsidiary partnership or unconsolidated real estate venture would be taxable as a corporation. In such event, we would cease to qualify as a REIT and the imposition of a corporate tax on the Operating Partnership, subsidiary partnership or unconsolidated real estate venture would reduce the amount of cash available for distribution from the Operating Partnership to us and ultimately to our shareholders.

If any subsidiary REIT failed to qualify as a REIT, we could be directly or indirectly subject to higher taxes and could fail to remain qualified as a REIT.

We directly or indirectly (through disregarded subsidiaries or pass-through entities) own shares of certain subsidiaries that have elected to be taxed as a REIT for U.S. federal income tax purposes. Any such subsidiary REIT is subject to the REIT qualification requirements and other limitations described herein that are applicable to us. If any such subsidiary REIT were to fail to qualify as a REIT, then (i) such subsidiary REIT would become subject to U.S. federal income tax and applicable state and local taxes on its taxable income at regular corporate rates and (ii) our ownership of shares in such subsidiary REIT would cease to be a qualifying asset for purposes of the asset tests applicable to REITs. In that case, it is possible that we would fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.

To maintain our REIT status, we may be forced to borrow funds on a short-term basis during unfavorable market conditions.

As a REIT, we are subject to certain distribution requirements, including the requirement to distribute 90% of our REIT taxable income. These requirements may result in our having to make distributions at a disadvantageous time or to borrow funds at unfavorable rates. Compliance with this requirement may hinder our ability to operate solely on the basis of maximizing profits.

We may pay some taxes even if we qualify as a REIT, which will reduce the cash available for distribution to our shareholders.

Even if we qualify as a REIT for federal income tax purposes, we may be required to pay certain federal, state and local taxes on our income and properties. For example, we will be subject to income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale or series of sales is/are a prohibited transaction depends on the facts and circumstances related to

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that sale. We cannot guarantee that sales of our properties would not be prohibited transactions unless we comply with certain statutory safe-harbor provisions.

In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct certain interest payments made to an affiliated REIT. In addition, the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by a taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s customers, and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties. Finally, even if we continue to qualify as a REIT for federal income tax purposes, we will be required to pay some state and local real property taxes on our properties, and some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to federal income tax on that income because not all states and localities follow the federal income tax treatment of REITs. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our shareholders.

Partnership tax audit rules could have a material adverse effect on us.

Under the rules applicable to U.S. federal income tax audits of partnerships, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto could be assessed and collected, at the partnership level. Absent available elections, it is possible that the Operating Partnership, and any other partnership in which we directly or indirectly invest, could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of a partnership, could be required to bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional taxes had we owned the assets of these partnerships directly. There can be no assurance that these rules will not have a material adverse effect on us.

Legislative or regulatory tax changes related to REITs could materially and adversely affect our business.

At any time, the federal income tax laws or regulations governing REITs or the other administrative interpretations of those laws or regulations may be changed, possibly with retroactive effect. We cannot predict if or when any new federal income tax law, regulation or administrative interpretation, or any amendment to any existing federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective or whether any such law, regulation or interpretation may take effect retroactively. We and our shareholders could be adversely affected by any such change in, or any new, federal income tax law, regulation or administrative interpretation.

If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable, or if we are unable to identify and complete the acquisition of suitable replacement property to effect a Section 1031 Exchange, we may face adverse consequences.

From time to time we seek to dispose of properties in transactions that are intended to qualify as tax-deferred “like kind exchanges” under Section 1031 of the Internal Revenue Code of 1986, as amended (a “Section 1031 Exchange”). It is possible that the qualification of a transaction as a Section 1031 Exchange could be successfully challenged and determined to be currently taxable. It is also possible that we are unable to identify and complete the acquisition of suitable replacement property to effect a Section 1031 Exchange. In any such case, our taxable income and earnings and profits would increase. This could increase the dividend income to our shareholders by reducing any return of capital they received. In some circumstances, we may be required to pay additional dividends or, in lieu of that, corporate income tax, possibly including interest and penalties. As a result, we may be required to borrow funds in order to pay additional dividends or taxes, and the payment of such taxes could cause us to have less cash available to distribute to our shareholders. In addition, if a Section 1031 Exchange were later to be determined to be taxable, we may be required to amend our tax returns for the applicable year in question, including any information reports we sent our shareholders. Moreover, it is possible that legislation could be enacted that could modify or repeal the laws with respect to Section 1031 Exchanges, which could make it more difficult or not possible for us to dispose of properties on a tax deferred basis.

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Failure to obtain the tax benefits and remain compliant within Qualified Opportunity Zones and Keystone Opportunity Zones may have adverse consequences.

Certain of our properties have the benefit of governmental tax incentives for development in areas and neighborhoods which have not historically seen robust commercial development. These incentives typically have specific sunset provisions and may be subject to governmental discretion in the eligibility or award of the applicable incentives. We invest and plan to continue to heavily invest in Qualified Opportunity Zones as part of the federal program and Keystone Opportunity Zones in Pennsylvania due to the related tax benefits. The expiration of these incentive programs or the inability of potential tenants or users to be eligible for or to obtain governmental approval of the incentives may have an adverse effect on the value of our Properties and on our cash flow and net income, and may result in impairment charges. In addition, the failure to remain compliant with such programs may result in significant tax burdens.

Certain limitations will exist with respect to a third party’s ability to acquire us or effectuate a change in control.

Limitations imposed to protect our REIT status. In order to protect us against the loss of our REIT status, our Declaration of Trust limits any shareholder from owning more than 9.8% in value of our outstanding shares, although we have granted in the past, and may continue to grant in the future certain waivers of this limitation to certain shareholders under certain conditions. The ownership limit may have the effect of precluding acquisition of control of us. If anyone acquires shares in excess of the ownership limit, we may:

•consider the transfer to be null and void;

•not reflect the transaction on our books;

•institute legal action to stop the transaction;

•not pay dividends or other distributions with respect to those shares;

•not recognize any voting rights for those shares; and

•consider the shares held in trust for the benefit of a person to whom such shares may be transferred.

Limitation due to our ability to issue preferred shares. Our Declaration of Trust authorizes our Board of Trustees to cause us to issue preferred shares, without limitation as to amount and without shareholder consent. Our Board of Trustees is able to establish the preferences and rights of any preferred shares issued and these shares could have the effect of delaying or preventing someone from taking control of us, even if a change in control were in our shareholders’ best interests.

Advance Notice Provisions for Shareholder Nominations and Proposals. Our bylaws require advance notice for shareholders to nominate persons for election as trustees at, or to bring other business before, any meeting of our shareholders. This bylaw provision limits the ability of shareholders to make nominations of persons for election as trustees or to introduce other proposals unless we are notified in a timely manner prior to the meeting.

Disaster Risk Factors

A pandemic, epidemic or outbreak of a contagious disease, such as the ongoing COVID-19 pandemic, could adversely affect us.

Pandemics, epidemics, and other public health crises, including the ongoing COVID-19 pandemic, have impacted, and could continue to impact many countries around the globe, including the U.S. The COVID-19 pandemic’s long-term impact on global economies, financial markets, and the job market remain uncertain and could result in prolonged economic downturns and recessions that adversely impact us and our tenants. The global impact of the outbreak has been rapidly evolving and there is significant uncertainty regarding its continued impact on the U.S. economy and consumer confidence. Demand for space at our properties is dependent on a variety of macroeconomic factors, such as employment levels, inflation, interest rates, changes in stock market valuations, rent levels and availability of competing space. These factors can be significantly adversely affected by a variety of factors beyond our control. The extent to which the COVID-19 pandemic continues to impact our results will depend on future developments, many of which are highly uncertain and cannot be predicted. The impact of the COVID-19 pandemic could negatively impact our business in a number of ways, including: (i) deterioration in the financial condition of our tenants and in their ability to pay rents; (ii) reduction in demand for space in our portfolio; (iii) costs associated with construction delays and cost overruns at our development and redevelopment projects; (iv) costs associated with higher inflation rates; (v) reduction in availability of, and increased costs of, capital; and (vi) failure of our contract counterparties, including partners in unconsolidated real estate ventures, to meet their obligations.

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We face possible risks associated with the physical effects of climate change. 

The physical effects of climate change could have a material adverse effect on our properties, operations and business. For example, many of our properties are located along the East Coast, particularly those in the central business districts of Philadelphia, Pennsylvania and Washington, D.C. To the extent climate change causes variations in weather patterns, our markets could experience increases in storm intensity and rising sea-levels. Over time, these conditions could result in declining demand for office space in our buildings or our inability to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy and increasing the cost of snow removal at our properties. While we maintain insurance coverage for flooding, we may not have adequate insurance to cover the associated costs of repair or reconstruction of sites for a major future event, lost revenue, including from new tenants that could have been added to our properties but for the event, or other costs to remediate the impact of a significant event. There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.

General Risk Factors

We are dependent upon our key personnel.

We are dependent upon our key personnel, particularly Gerard H. Sweeney - President and Chief Executive Officer, Thomas Wirth - Executive Vice President and Chief Financial Officer, Jeffrey DeVuono - Executive Vice President and Senior Managing Director, William Redd – Executive Vice President and Senior Managing Director and George Johnstone - Executive Vice President, Operations. Among the reasons that Messrs. Sweeney, Wirth, DeVuono, Redd and Johnstone are important to our success is that each has a favorable reputation, which attracts business and investment opportunities and assists us in negotiations with lenders, unconsolidated real estate venture partners and other investors. If we lost their services, our relationships with lenders, potential tenants and industry personnel could be affected. We are dependent on our other executive officers for strategic business direction and real estate experience. Loss of their services could adversely affect our operations.

Our ability to make distributions is subject to various risks.

Historically, we have paid quarterly distributions to our shareholders. Our ability to make distributions in the future will depend upon:

•the operational and financial performance of our properties;

•capital expenditures with respect to existing, developed and newly acquired properties;

•the amount of, and the interest rates on, our debt;

•capital needs of our unconsolidated real estate ventures;

•general and administrative costs associated with our operation as a publicly-held REIT; and

•the absence of significant expenditures relating to environmental and other regulatory matters.

Certain of these matters are beyond our control and any adverse changes could have a material adverse effect on our cash flow and our ability to make distributions to shareholders.

We face possible federal, state and local tax audits.

Because we are organized and qualify as a REIT, we are generally not subject to federal income taxes on our income that we distribute currently to our shareholders, but are subject to certain state and local taxes. Certain entities through which we own real estate have undergone tax audits. There can be no assurance that future audits will not have a material adverse effect on our results of operations.

Many factors can have an adverse effect on the market value of our securities.

A number of factors might adversely affect the price of our securities, many of which are beyond our control. These factors include:

•increases in market interest rates, relative to the dividend yield on our securities. If market interest rates go up, prospective purchasers of our securities may require a higher yield. Higher market interest rates would not, however, result in more funds for us to distribute and, to the contrary, would likely increase our borrowing costs and

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potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common shares to go down;

•anticipated benefit of an investment in our securities as compared to investment in securities of companies in other industries (including benefits associated with the tax treatment of dividends and distributions);

•perception by market professionals of REITs generally and REITs comparable to us in particular;

•level of institutional investor interest in our securities;

•relatively low trading volumes in securities of REITs;

•our results of operations and financial condition; and

•investor confidence in the stock market generally.

The market value of our common shares is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash distributions. Consequently, our common shares may trade at prices that are higher or lower than our net asset value per common share. If our future earnings or cash distributions are less than expected, it is likely that the market price of our common shares will diminish.

Additional issuances of equity securities may be dilutive to shareholders.

The interests of our shareholders could be diluted if we issue additional equity securities to finance future developments or acquisitions or to repay indebtedness. Our Board of Trustees may authorize the issuance of additional equity securities without shareholder approval. In addition, in the past we have maintained a continuous offering program, which, when such program was effective, allowed us to issue shares in at-the-market offerings. We may in the future enter into a similar continuous offering program. Our ability to execute our business strategy depends upon our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including the issuance of common and preferred equity.

The issuance of preferred securities may adversely affect the rights of holders of our common shares.

Because our Board of Trustees has the power to establish the preferences and rights of each class or series of preferred shares, we may afford the holders in any series or class of preferred shares preferences, distributions, powers and rights, voting or otherwise, senior to the rights of holders of common shares. Our Board of Trustees also has the power to establish the preferences and rights of each class or series of units in the Operating Partnership, and may afford the holders in any series or class of preferred units preferences, distributions, powers and rights, voting or otherwise, senior to the rights of holders of common units.

We have incurred, and may in the future incur, impairment charges.

We evaluate on a quarterly basis our real estate portfolios for indicators of impairment. Impairment charges reflect management's judgment of the probability and severity of the decline in the value of real estate assets and investments we own. These charges and provisions may be required as a result of factors beyond our control, including, among other things, changes in our expected holding periods, changes in the economic environment and market conditions affecting the value of real property assets or natural or man-made disasters. If we are required to take additional impairment charges, our results of operations could be adversely impacted.

An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt or sell assets on favorable terms or at all.

Rising interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest expense. From time to time, we enter into interest rate swap agreements and other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement or termination of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under the applicable accounting guidance. In addition, an increase in interest rates could decrease the amounts third parties are willing or able to pay for our assets, thereby limiting our ability to recycle capital and change our portfolio promptly in response to changes in economic or other conditions.

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Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our equity shares or debt securities.

Our organizational documents do not contain any limitation on the amount of indebtedness we may incur. We are subject to risks associated with debt financing, such as the insufficiency of cash flow to meet required debt service payment obligations and the inability to refinance existing indebtedness. If our debt cannot be paid, refinanced or extended at maturity, we may not be able to make distributions to shareholders at expected levels or at all. Furthermore, an increase in our interest expense could adversely affect our cash flow and ability to make distributions to shareholders. If we do not meet our debt service obligations, any properties securing such indebtedness could be foreclosed on, which would have a material adverse effect on our cash flow and ability to make distributions and, depending on the number of properties foreclosed on, could threaten our continued viability. Our degree of leverage could also make us more vulnerable to a downturn in business or the economy in general.

The terms and covenants relating to our indebtedness could adversely impact our economic performance.

Our credit facilities, term loans and the indenture governing our unsecured public debt securities contain (and any new or amended facility and term loans may contain) restrictions, requirements and other limitations on our ability to incur indebtedness, including total debt to asset ratios, secured debt to total asset ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt which we must maintain. Our ability to borrow under our credit facilities is subject to compliance with such financial and other covenants. In the event that we fail to satisfy these covenants, we would be in default under the credit facilities, the term loans and the indenture and may be required to repay such debt with capital from other sources. Under such circumstances, other sources of capital may not be available to us, or may be available only at unattractive terms. In addition, the mortgages on our properties, including mortgages encumbering our unconsolidated real estate ventures, contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue insurance coverage. If we breach covenants in our secured debt agreements, the lenders can declare a default and take possession of the property securing the defaulted loan.

Certain of our mortgages include restrictive covenants and default provisions, which could limit our flexibility, limit our ability to sell the encumbered properties and require us to repay the indebtedness prior to its maturity.

Certain mortgages on our properties contain customary negative covenants that, among other things, limit our ability, without the prior consent of the lender, to further mortgage or sell the encumbered property. The loan documents also contain customary financial, leasing and environmental covenants, cash management and reserve requirements, requirements regarding the management and maintenance of the encumbered properties and maintenance of insurance on the properties. The lenders under our mortgage loans may exercise certain rights under the loan documents, including the right to accelerate payment of the entire balance of the loans upon events of default.

A downgrading of our debt could subject us to higher borrowing costs.

In the event that our unsecured debt is downgraded by Moody’s Investor Services or Standard & Poor’s from the current ratings, we would likely incur higher borrowing costs and the market prices of our common shares and debt securities might decline.

Discontinuation of the London interbank offered rate and transition to an alternative benchmark could adversely affect our operating results

In March 2021, the Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates the London interbank offered rate (“LIBOR”), announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after June 30, 2023. Due to the cessation of LIBOR, we have entered into financial transactions, including the 2022 Credit Agreement, that use the Secured Overnight Financing Rate (“SOFR”) as an interest rate benchmark. SOFT is calculated differently from LIBOR and has inherent differences, which could give rise to uncertainties, including the limited historical data and volatility in the benchmark rate. The full effects of the transition to SOFR, or any other benchmark rate, remains uncertain. Any other unforeseen impacts of the discontinuation of LIBOR and subsequent transition to SOFR, or any other benchmark rate, could have a negative impact on our results of operations and our variable rate debt.

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Data security breaches may cause damage to our business and reputation.

In the ordinary course of our business, we maintain sensitive data, including our proprietary business information and the information of our tenants and business partners, in our data centers and on our networks. The risk of a security breach or disruption, mainly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased in number, intensity and sophistication. Notwithstanding the security measures undertaken, our information technology may be vulnerable to attacks or breaches resulting in proprietary information being publicly disclosed, lost or stolen. There can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Protected information, networks, systems and facilities remain vulnerable because the techniques used in such attempted security breaches evolve and may not be recognized or detected until launched against a target. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures.

Data and security breaches could:

•disrupt the proper functioning of our networks and systems and therefore our operations and/or those of our client tenants;

•result in misstated financial reports, violations of loan covenants, missed reporting deadlines, and/or missed permitting deadlines;

•result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;

•result in the unauthorized access to, and destruction, loss, theft, misappropriation, or release of proprietary, confidential, sensitive, or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive, or otherwise harmful purposes and outcomes;

•result in our inability to maintain the building systems relied upon by our client tenants for the efficient use of their leased space;

•require significant management attention and resources to remedy any damages that result;

•subject us to claims and lawsuits for breach of contract, damages, credits, penalties, or termination of leases or other agreements; and/or

•damage our reputation among our client tenants and investors generally.

While we maintain insurance coverage that may, subject to policy terms and conditions including deductibles, cover specific aspects of cyber risks, such insurance coverage may be insufficient to cover all losses.

Third parties to whom we outsource certain of our functions are also subject to the risks outlined above. We review and assess the cybersecurity controls of our third party service providers and vendors, as appropriate, and make changes to our business processes to manage these risks. Data breaches and/or the insolvency of such third parties and vendors may result in us incurring costs and may have other negative consequences.

Terrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded.

Terrorist attacks against our properties, or against the United States or our interests, may negatively impact our operations and the value of our securities. Attacks or armed conflicts could result in increased operating costs; for example, it might cost more in the future for building security, property and casualty insurance, and property maintenance. As a result of terrorist activities and other market conditions, the cost of insurance coverage for our properties could also increase. In addition, our insurance policies may not recover all of our property replacement costs and lost revenue resulting from an attack. We might not be able to pass through the increased costs associated with such increased security measures and insurance to our tenants, which could reduce our profitability and cash flow. Furthermore, any terrorist attacks or armed conflicts could result in increased volatility in or damage to the United States and worldwide financial markets and economy. Such adverse economic conditions could affect the ability of our tenants to pay rent and our cost of capital, which could have a negative impact on our results.

Some potential losses are not covered by insurance.

We currently carry property insurance against all-risks of physical loss or damage (unless otherwise excluded in the policy) including time element and commercial general liability coverage on all of our properties. There are, however, types of losses, such as lease and other contract claims, biological, radiological and nuclear hazards and acts of war that generally are

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not insured. We cannot assure you that we will be able to renew insurance coverage in an adequate amount or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to earthquakes, terrorist acts and mold, flood, or, if offered, these types of insurance may be prohibitively expensive. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. We cannot assure you that material losses in excess of insurance proceeds will not occur in the future. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property. Such events could adversely affect our cash flow and ability to make distributions to shareholders. If one or more of our insurance providers were to fail to pay a claim as a result of insolvency, bankruptcy or otherwise, the nonpayment of such claims could have an adverse effect on our financial condition and results of operations. In addition, if one or more of our insurance providers were to become subject to insolvency, bankruptcy or other proceedings and our insurance policies with the provider were terminated or cancelled as a result of those proceedings, we cannot guarantee that we would be able to find alternative coverage in adequate amounts or at reasonable prices. In such case, we could experience a lapse in any or adequate insurance coverage with respect to one or more properties and be exposed to potential losses relating to any claims that may arise during such period of lapsed or inadequate coverage.

In addition to property and casualty insurance, we use a combination of insurance products, some of which include deductibles and self-insured retention amounts, to provide risk mitigation for the potential liabilities associated with various liabilities, including workers’ compensation, general contractors, directors and officers and employee health-care benefits. Liabilities associated with the risks that are retained by us are estimated, in part, by considering historical claims experience and actuarial assumptions. While we carry general liability and umbrella policies to mitigate such losses on our general liability risks, our results could be materially impacted by claims and other expenses related to such insurance plans if future occurrences and claims differ from these assumptions and historical trends or if employee health-care claims which we self-insure up to a set limit per employee (and which are insured above such self-insured retention amount) exceed our expectations or historical trends.

Item 1B.    Unresolved Staff Comments

None.

Item 2.    Properties

Overview

As of December 31, 2022, we owned 72 properties that contain an aggregate of approximately 12.8 million net rentable square feet and consist of 67 office properties and five mixed-use properties (collectively, the “Core Properties”), one development property and three redevelopment properties (collectively, the “Properties”). The properties are located in or near Philadelphia, Pennsylvania; Austin, Texas; Metropolitan Washington, D.C.; Southern New Jersey; and Wilmington, Delaware. As of December 31, 2022, the properties, excluding properties under development and redevelopment, were approximately 89.8% occupied. As of December 31, 2022, we also owned economic interests in twelve unconsolidated real estate ventures. See Note 4 “Investment in Unconsolidated Real Estate Ventures,” to our Consolidated Financial Statements for further information.

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Property Statistics

The following table shows lease expirations for the Core Properties as of December 31, 2022, during each of the next 10 years and thereafter. This table assumes no exercise of renewal options or termination rights:

Year of Lease Expiration December 31,	Rentable Square Feet (in thousands)	Final Annualized Base Rent Under Expiring Leases (a) (in thousands)		Percentage of Total Final Annualized Base Rent Under Expiring Leases
2023	828	$	29,572	6.0	%
2024	980	39,451		8.0	%
2025	1,238	51,369		10.5	%
2026	807	32,019		6.5	%
2027	1,542	63,091		12.8	%
2028	907	35,937		7.3	%
2029	1,358	62,482		12.7	%
2030	821	39,383		8.0	%
2031	482	23,299		4.8	%
2032	464	23,726		4.8	%
2033 and thereafter	2,065	91,243		18.6	%
	11,492	$	491,572	100	%

(a)Represents the annualized cash rental rate of base rents, including tenant reimbursements, in the final month prior to expiration. Tenant reimbursements generally include payment of a portion of real estate taxes, operating expenses, and common area maintenance and utility charges.

The following table shows the geographic locations for the Core Properties as of December 31, 2022. For more information about our geographic locations, see Note 19 “Segment Information” to our Consolidated Financial Statements:

Location	Number of Properties	Net Rentable Square Feet (in thousands)	Percentage Leased as of December 31, 2022		Leased Square Feet (in thousands)	Total Base Rent (a) (in thousands)		Percentage of Base Rent
Philadelphia	11	4,726	97.2	%	4,592	$	142,389	41.5	%
Pennsylvania Suburbs	33	3,949	93.4	%	3,687	113,740		33.2	%
Austin	20	2,768	84.3	%	2,333	60,953		17.8	%
Metropolitan Washington, D.C.	4	770	75.7	%	583	16,932		4.9	%
Other	4	578	73.7	%	426	9,046		2.6	%
	72	12,791	90.9	%	11,621	$	343,060	100.0	%

(a)Represents base rents earned during the year, including tenant reimbursements, and excludes parking income, tenant inducements, and deferred market rent adjustments.

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The following table shows the major tenants of the Core Properties as of December 31, 2022 and assumes that none of the tenants exercise renewal options or termination rights, if any, at or prior to scheduled expirations:

Tenant Name	Annualized Base Rents (a) (in thousands)		Percentage of Aggregate Annualized Base Rents
IBM, Inc.	$	21,140	4.8	%
Spark Therapeutics, Inc.	17,210		3.9	%
Comcast Corporation	12,106		2.8	%
FMC Corporation	11,711		2.7	%
CSL Behring, LLC	10,966		2.5	%
Troutman Pepper Hamilton Sanders LLP	9,912		2.3	%
Lincoln National Management Corporation	9,861		2.3	%
Independence Blue Cross, LLC	8,241		1.9	%
The Trustees of the University of Pennsylvania	7,358		1.7	%
SailPoint Technologies, Inc.	7,283		1.7	%
Other	321,022		73.4	%
	$	436,810	100.0	%

(a)Represents the annualized base rent, including tenant reimbursements, for each lease in effect at December 31, 2022. Tenant reimbursements generally include payment of a portion of real estate taxes, operating expenses, and common area maintenance and utility charges.

Developments/Redevelopments

As of December 31, 2022, we were developing/redeveloping 0.6 million rentable square feet of office/life science properties and one parking facility and have recently completed but have yet to stabilize an office property comprising 0.2 million rentable square feet.

Item 3.    Legal Proceedings

We are involved from time to time in legal proceedings, including tenant disputes, vendor disputes, employee disputes and disputes arising out of agreements to purchase or sell properties or unconsolidated real estate ventures and disputes relating to state and local taxes. We generally consider these disputes to be routine to the conduct of our business and management believes that the final outcome of such proceedings will not have a material adverse effect on our financial position, results of operations or liquidity.

Item 4.    Mine Safety Disclosures

Not applicable.

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PART II

Item 5.    Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

The common shares of Brandywine Realty Trust are traded on the New York Stock Exchange (“NYSE”) under the symbol “BDN.” There is no established trading market for units of partnership interests in the Operating Partnership. On February 14, 2023, there were 539 holders of record of our common shares and 20 holders of record (in addition to Brandywine Realty Trust) of Class A units of limited partnership interest in the Operating Partnership. On February 14, 2023, the last reported sales price of the common shares on the NYSE was $6.63.

For each quarter in 2022 and 2021, the Operating Partnership paid a cash distribution per Class A unit in an amount equal to the dividend paid on a common share for each such quarter.

In order to maintain the status of Brandywine Realty Trust as a REIT, we must make annual distributions to shareholders of at least 90% of our taxable income (not including net capital gains). Future distributions will be declared at the discretion of our Board of Trustees and will depend on our actual cash flow, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code and such other factors as our Board of Trustees deem relevant. Our credit facilities contain certain restrictions on the payment of dividends. Those restrictions permit us to pay dividends to the greater of (i) an aggregate amount required by us to retain our qualification as a REIT for Federal income tax purposes and (ii) 95% of our funds from operations (FFO). See Item 6., “Selected Financial Data – Liquidity,” and Note 9 “Debt Obligations,” to our Consolidated Financial Statements for further details.

Our Board of Trustees has adopted a dividend policy designed such that our quarterly distributions are consistent with our normalized annualized taxable income. We expect to make future quarterly distributions to shareholders; however, the timing and amount of future distributions will be at the discretion of our Board and will depend on our actual funds from operations, financial condition and capital requirements and the annual distribution requirements under the REIT provisions of the Code.

See Note 15 “Share Based Compensation, 401(k) Plan and Deferred Compensation,” to our Consolidated Financial Statements for information related to compensation plans under which our common shares are authorized for issuance. See Note 13 “Beneficiaries' Equity of the Parent Company,” to our Consolidated Financial Statements for further information related to our share repurchase program during the year ended December 31, 2022.

In 2021, we redeemed 157,651 Class A units of limited partnership interest held by unaffiliated third parties for total cash payments of $2.3 million. During 2022, we redeemed 307,516 Class A units of limited partnership interest held by unaffiliated third parties for total cash payments of $4.0 million.

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SHARE PERFORMANCE GRAPH

The SEC requires us to present a chart comparing the cumulative total shareholder return on the common shares with the cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following chart compares the cumulative total shareholder return for the common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the FTSE NAREIT All Equity REITs Index, (iii) the Russell 2000 Index and (iv) the FTSE NAREIT Equity Office Index for the period beginning December 31, 2017 and ending December 31, 2022 and assumes an investment of $100, with reinvestment of all dividends, has been made in the common shares and in each index on December 31, 2017.

		Period Ending
Index	12/31/2017	12/31/2018	12/31/2019	12/31/2020	12/31/2021	12/31/2022
S&P 500 Index	100.00	95.62	125.72	148.85	191.58	156.88
FTSE NAREIT All Equity REITs Index	100.00	95.96	123.46	117.14	165.51	124.22
Russell 2000 Index	100.00	88.99	111.70	134.00	153.85	122.41
FTSE NAREIT Equity Office Index	100.00	85.50	112.36	91.65	111.81	69.75
Brandywine Realty Trust	100.00	73.96	95.37	77.20	92.25	45.52

Item 6.    [Reserved]

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

The following discussion should be read in conjunction with the Consolidated Financial Statements appearing elsewhere herein and is based primarily on our Consolidated Financial Statements for the years ended December 31, 2022, 2021 and 2020. This report including the following discussion, contains forward-looking statements, which we intend to be covered by the safe-harbor provisions of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities

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Exchange Act of 1934, as amended. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. These forward-looking statements are inherently uncertain, and actual results may differ from expectations. “See “Forward-Looking Statements” immediately before Part I of this report.

OVERVIEW

During the twelve months ended December 31, 2022, we owned and managed properties within five segments: (1) Philadelphia Central Business District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas, (4) Metropolitan Washington, D.C., and (5) Other. The Philadelphia CBD segment includes properties located in the City of Philadelphia in Pennsylvania. The Pennsylvania Suburbs segment includes properties in Chester, Delaware and Montgomery counties in the Philadelphia suburbs. The Austin, Texas segment includes properties in the City of Austin, Texas. The Metropolitan Washington, D.C. segment includes properties in Northern Virginia, Washington, D.C. and Southern Maryland. The Other segment includes properties in Camden County, New Jersey and New Castle County, Delaware. In addition to the five segments, our corporate group is responsible for cash and investment management, development of certain real estate properties during the construction period, and certain other general support functions.

We generate cash and revenue from leases of space at our Properties and, to a lesser extent, from the management and development of properties owned by third parties and from investments in the unconsolidated real estate ventures. Factors that we evaluate when leasing space include rental rates, costs of tenant improvements, tenant creditworthiness, current and expected operating costs, the length of the lease term, vacancy levels, and demand for space. We also generate cash through sales of assets, including assets that we do not view as core to our business plan, either because of location or expected growth potential, and assets that are commanding premium prices from third party investors.

Our financial and operating performance is dependent upon the demand for office, residential, parking, and retail space in our markets, our leasing results, our acquisition, disposition and development activity, our financing activity, our cash requirements and economic and market conditions, including prevailing interest rates.

Adverse changes in economic conditions, including the ongoing effects of the global COVID-19 pandemic, inflation, and rising interest rates, could result in a reduction of the availability of financing and higher borrowing costs. We continue to closely monitor the impact of the COVID-19 pandemic, inflation and rising interest rates on all aspects of our business, including the impact on our tenants, employees, and business partners. Vacancy rates may increase, and rental rates and rent collection rates may decline as the current economic climate may negatively impact tenants. The long-term impact of the ongoing COVID-19 pandemic on the global economy and our tenants and prospective tenants remains uncertain. In addition, the government responses to control the pandemic are creating disruption in the global economy and supply chains and have adversely impacted many industries, including owners and developers of office and mixed-use buildings.

Overall economic conditions, including but not limited to labor shortages, supply chain constraints, inflation, rising interest rates and deteriorating financial and credit markets, could have a dampening effect on the fundamentals of our business, including increases in past due accounts, tenant defaults, lower occupancy and reduced effective rents. These adverse conditions could impact our net income and cash flows and could have a material adverse effect on our financial condition. We believe that the quality of our assets and the strength of our balance sheet will enable us to raise capital, if necessary, in various forms and from different sources, including through secured or unsecured loans from banks, pension funds and life insurance companies. However, there can be no assurance that we will be able to borrow funds on terms that are economically attractive or at all.

We continue to seek revenue growth throughout our portfolio by increasing occupancy and rental rates. Occupancy at our Core Properties at December 31, 2022 was 89.8% compared to 91.3% at December 31, 2021.

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The table below summarizes selected operating and leasing statistics of our wholly owned properties for the years ended December 31, 2022 and 2021:

	Year Ended December 31,
	2022			2021
Leasing Activity
Core Properties (1):
Total net rentable square feet owned	12,791,041			13,039,634
Occupancy percentage (end of period)	89.8		%	91.3		%
Average occupancy percentage	89.8		%	89.6		%
Total Portfolio, less properties in development/redevelopment (2):
Tenant retention rate (3)	64.1		%	52.8		%
New leases and expansions commenced (square feet)	811,316			661,826
Leases renewed (square feet)	847,454			484,574
Net absorption (square feet)	(171,208)			(49,724)
Percentage change in rental rates per square foot (4):
New and expansion rental rates	24.9		%	23.1		%
Renewal rental rates	15.5		%	12.4		%
Combined rental rates	18.7		%	16.2		%
Weighted average lease term for leases commenced (years)	6.8			7.0
Capital Costs Committed (5):
Leasing commissions (per square foot)	$	9.69		$	8.54
Tenant Improvements (per square foot)	$	30.77		$	18.38
Total capital per square foot per lease year	$	4.26		$	3.23

(1)Does not include properties under development, redevelopment, held for sale, or sold.

(2)Includes leasing related to completed developments and redevelopments, recently completed not yet stabilized, and sold properties.

(3)Calculated as percentage of total square feet.

(4)Includes base rent plus reimbursement for operating expenses and real estate taxes.

(5)Calculated on a weighted average basis.

In seeking to increase revenue through our operating, financing, and investment activities, we also seek to minimize operating risks, including (i) tenant rollover risk, (ii) tenant credit risk and (iii) development risk.

Tenant Rollover Risk

We are subject to the risk that tenant leases, upon expiration, will not be renewed, that space may not be relet, or that the terms of renewal or reletting (including the cost of renovations) may be less favorable to us than the current lease terms. Leases that accounted for approximately 6.0% of our aggregate final annualized base rents as of December 31, 2022 (representing approximately 7.2% of the net rentable square feet of the properties) are scheduled to expire without penalty in 2023. We maintain an active dialogue with our tenants in an effort to maximize lease renewals. If we are unable to renew leases or relet space under expiring leases, at anticipated rental rates, or if tenants terminate their leases early, our cash flow would be adversely impacted.

Tenant Credit Risk

In the event of a tenant default, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment. Our management evaluates our accrued rent receivable reserve policy in light of our tenant base and general and local economic conditions. Our accrued rent receivable allowance was $3.9 million or 2.1% of our accrued rent receivable balance as of December 31, 2022 compared to $4.1 million or 2.4% of our accrued rent receivable balance as of December 31, 2021.

If economic conditions deteriorate, including as a result of the ongoing COVID-19 pandemic, inflation, and rising interest rates we may experience increases in past due accounts, defaults, lower occupancy and reduced effective rents. This condition

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would negatively affect our future net income and cash flows and could have a material adverse effect on our financial condition.

Development Risk

Development projects are subject to a variety of risks, including construction delays, construction cost overruns, building moratoriums, inability to obtain financing on favorable terms, inability to lease space at projected rates, inability to enter into construction, development and other agreements on favorable terms, and unexpected environmental and other hazards.

As of December 31, 2022 the following active development and redevelopment projects remain under construction in progress and we were proceeding on the following activity (dollars, in thousands):

Property/Portfolio Name	Location	Expected Completion Date	Activity Type	Approximate Square Footage	Estimated Costs		Construction Loan Financing			Amount Funded
250 King of Prussia Road (a)	Radnor, PA	Q3 2022	Redevelopment	168,294	$	103,680	$	—		$	73,469
2340 Dulles Corner Boulevard (b)	Herndon, VA	Q2 2023	Redevelopment	268,365	$	117,974	$	—		$	72,978
155 King of Prussia Road	Radnor, PA	Q4 2024	Development	144,685	$	80,000	$	48,000	(c)	$	16,308

(a)Total project costs include $20.6 million of existing property basis. Base building was completed in Q3 2022. The remaining amounts unfunded relate to tenant fit-out work to be completed.

(b)Total project costs include $58.0 million of existing property basis.

(c)Debt financing amount represents an estimate at 60% Loan-to-Value ratio.

In addition to the properties listed above, we have classified one parking facility in Philadelphia, Pennsylvania as redevelopment.

As of December 31, 2022 the following recently completed development project was not yet stabilized (dollars, in thousands):

Property/Portfolio Name	Location	Expected Completion Date	Activity Type	Approximate Square Footage	Estimated Costs		Amount Funded
405 Colorado Street (a)	Austin, TX	Q2 2021 (b)	Development	205,803	$	122,000	$	106,964

(a)Estimated costs include $2.1 million of existing property basis through a ground lease. The project includes 520 parking spaces. Recently Completed not Stabilized properties are recorded on our consolidated balance sheet in land, buildings and tenant improvements and deferred leasing costs, not construction-in-progress. Stabilization is expected during the first quarter of 2023.

(b)The parking garage and occupied portions of the office building were placed into service during 2021.

As of December 31, 2022 the following active unconsolidated real estate venture development projects remain under construction in progress and we were proceeding on the following activity (dollars, in thousands):

Property/Portfolio Name	Location	Expected Completion Date	Approximate Square Footage	Estimated Costs		Amount Funded		Construction Loan Financing			Our Share Remaining to be Funded		Partner's Share Remaining to be Funded
3025 JFK Boulevard (55%)	Philadelphia, PA	Q3 2023	(a)	$	287,272	$	159,605	$	186,727		$	—	$	—
3151 Market Street (55%)	Philadelphia, PA	Q2 2024	441,000	$	307,586	$	63,221	$	184,552	(b)	$	4,448	$	55,365
One Uptown - Office (50%)	Austin, TX	Q3 2023	362,679	$	191,616	$	86,851	$	121,650		$	—	$	—
One Uptown - Multifamily (50%)	Austin, TX	Q3 2024	341 Units	$	144,029	$	46,308	$	85,000		$	—	$	12,721

(a)Mixed used building with 428,000 rentable square feet consisting of 200,000 SF of life science/innovation office, 219,000 SF of residential (326 units), and 9,000 SF of retail.

(b)Debt financing amount represents an estimate at 60% Loan-to-Value ratio.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Certain accounting policies are considered to be critical accounting policies, as they require management to make assumptions about matters that are highly uncertain at the time the estimate is made and changes in the accounting estimate are reasonably likely to occur from period to period. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Impairment

We assess each of our real estate investments for indicators of impairment quarterly or when circumstances indicate that a real estate investment may be impaired. When indicators of potential impairment are present that suggest that the carrying amounts of real estate investments and related intangible assets may not be recoverable, we assess the recoverability by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition over, in most cases, a ten-year holding period. If we believe there is a significant possibility that we might dispose of the assets earlier, we assess the recoverability using a probability weighted analysis of the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets over the various possible holding periods. If the recoverability assessment indicates that the carrying value of a tested real estate investment is not recoverable from estimated undiscounted future cash flows, it is written down to its estimated fair value and an impairment is recognized. If and when our plans change, we revise our recoverability analyses to use the cash flows expected from the operations and eventual disposition of each asset using holding periods that are consistent with our revised plans.

Real estate investment fair values are estimated based on contract prices, discounted cash flows, or comparable sales. Estimated future cash flows used in such analyses are based on our views of market and economic conditions. The estimation of future cash flows is subjective and is based on various assumptions, including but not limited to market rental rates, capitalization rates, and recent sales data for comparable real estate investments. Estimated future cash flows are discounted when determining fair value of an asset. Most of these assumptions are influenced by our direct experience with the real estate investments and their markets as well as market data obtained from real estate leasing and brokerage firms. Determining the appropriate capitalization or discount rate also requires significant judgment and is typically based on many factors, including the prevailing rate for the market or submarket, as well as the quality and location of the real estate investment. Changes in the estimated future cash flows due to changes in our plans for a real estate investment, views of market and economic conditions and/or our ability to obtain development rights could result in recognition of an impairment which could be material.

Real estate investments held for sale are carried at the lower of their carrying values (i.e., cost less accumulated depreciation and any impairment recognized, where applicable) or estimated fair values less costs to sell. Accordingly, decisions to sell certain operating real estate investments, real estate investments in development or land held for development will result in impairments if carrying values of the specific real estate investments exceed their estimated fair values less costs to sell. The estimates of fair value consider matters such as recent sales data for comparable real estate investments and, where applicable, contracts or the results of negotiations with prospective purchasers. These estimates are subject to revision as market conditions, and our assessment of such conditions, change.

In addition to our real estate investments, we review each of our investments in unconsolidated real estate ventures to determine whether there are any indicators, including property operating performance, changes in anticipated hold periods, and general market conditions, that the Company's investment in the unconsolidated joint venture may be impaired. If any indicators of impairment are present, we calculate the fair value of the investment in the unconsolidated real estate venture. If the fair value of the investment is less than the carrying value, we determine whether the impairment is other than temporary. If the impairment is determined to be other than temporary, we record an impairment.

We use considerable judgment in the determination of whether indicators of impairment are present and, in the assumptions, estimations, and inputs used in calculating the fair value of the investment, which is generally determined through income valuation approaches, including discounted cash flows and direct capitalization models. These judgments are similar to those outlined above in the impairment of real estate investments. We also use judgment in making the determination as to whether

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or not the impairment is temporary by considering, among other things, the length of time that the market value has been less than cost, the financial condition of the unconsolidated real estate venture and our ability and intent to retain the investment long enough for a recovery in value. Our judgments related to the determination of fair value and whether an impairment is other than temporary could result in the recognition of an impairment which could be material.

Revenue Recognition

The majority of our revenues are derived from leases and are reflected as rents on the accompanying consolidated statements of operations. Rental revenue is recognized on a straight-line basis over the term of the lease.

Most of our leases involve some form of improvements to leased space. When we are required to provide improvements under the terms of a lease, we need to determine whether the improvements constitute landlord assets or tenant assets. If the improvements are landlord assets, we capitalize the cost of the improvements and recognize depreciation expense associated with such improvements over the shorter of the estimated useful life or the term of the lease. If the improvements are tenant assets, we defer the cost of improvements funded by us as a lease incentive asset and amortize it as a reduction of rental revenue over the term of the lease. Our determination of whether improvements are landlord assets or tenant assets also may affect when we commence revenue recognition in connection with a lease.

In determining whether improvements constitute landlord or tenant assets, we consider a number of factors that may require subjective or complex judgments, including: whether the improvements are unique to the tenant or reusable by other tenants; whether the tenant is permitted to alter or remove the improvements without our consent or without compensating us for any lost fair value; whether the ownership of the improvements remains with us or remains with the tenant at the end of the lease term; and whether the economic substance of the lease terms is properly reflected.

For certain leases, we make significant assumptions and judgments in determining the lease term, including assumptions when the lease provides the tenant with an early termination option. The lease term impacts the period over which we determine and record rental revenue and impacts the period over which we amortize lease-related costs. Changes in these assessments could result in the write-off of any recorded assets associated with straight-line rental revenue and acceleration of depreciation and amortization expense associated with costs we incurred related to these leases.

Purchase Price Allocation

When we acquire real estate investments, we allocate the purchase price to tangible assets, consisting of land, building, site improvements, and identified intangible assets and liabilities, including in-place leases and acquired above- and below-market leases, and if applicable, assumed debt, based on our estimate of their fair values.

We assess fair value based on estimated cash flow projections that utilize discount and capitalization rates as well as available market information. The fair value of the tangible assets of an acquired real estate investment considers the value of the real estate investment as if it were vacant. The estimated relative fair value of acquired in-place leases are the estimated costs to lease the real estate investment to the occupancy level at the date of acquisition. We evaluate the period over which we expect stabilized occupancy level to be achieved during the lease-up period. Above- and below-market leases are recorded as an asset or liability based upon the present value of the difference between the contractual amounts to be paid or received pursuant to the in-place leases, and our estimate of fair market rental rates for the corresponding in-place leases, over the remaining noncancellable term. Assumed debt, if any, is recorded at fair value based upon the present value of the expected future payments.

A change in any of the key assumptions can materially change not only the presentation of acquired real estate investments in our consolidated financial statements but also our reported results of operations.

Common Development Cost Estimates for Contributions to Development Joint Ventures

When land is contributed to a development joint venture, estimated common development costs include actual costs incurred and estimates of future common development costs benefiting the property sold. When land is sold, common development costs, if they cannot be specifically identified, are allocated to each sold parcel based upon its relative sales value. For purposes of allocating common development costs, estimates of future sales proceeds and common development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining land parcels available for sale. The common development cost estimates for development joint ventures are highly judgmental as they are sensitive to cost escalation, sales price escalation and pace of absorption, which are subject to judgment and are affected by expectations about future market or economic conditions. Changes in the assumptions used to estimate future common development costs could result in a significant impact on the amounts recorded as net gain on disposition of real estate or net gain on sale of undepreciated real estate.

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RESULTS OF OPERATIONS

The following discussion is based on our Consolidated Financial Statements for the years ended December 31, 2022 and 2021. Refer to Item 7. “Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of the results of operations for the year ended December 31, 2020 which is presented therein in the form of a year-to-year comparison to the year ended December 31, 2021. We believe that presentation of our consolidated financial information, without a breakdown by segment, will effectively present important information useful to our investors.

Net operating income (“NOI”), as presented in the comparative analysis, below is defined as total revenue less property operating expenses, real estate taxes, and third party management expenses. 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. NOI is a non-GAAP financial measure that we use internally to evaluate the operating performance of our real estate assets by segment, as presented in Note 19 “Segment Information,” to our Consolidated Financial Statements, and of our business as a whole. We believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. While NOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance. NOI does not reflect interest expenses, real estate impairments, depreciation and amortization costs, capital expenditures, and leasing costs. We believe that net income, as defined by GAAP, is the most appropriate earnings measure. See Note 19 “Segment Information,” to our Consolidated Financial Statements for a reconciliation of NOI to our consolidated net income (loss) as defined by GAAP.

Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021

The following comparison for the year ended December 31, 2022 to the year ended December 31, 2021, makes reference to the effect of the following:

(a)“Same Store Property Portfolio,” which represents 71 properties containing an aggregate of approximately 12.7 million net rentable square feet that we owned and consolidated for the twelve-month periods ended December 31, 2022 and 2021. The Same Store Property Portfolio includes properties acquired or placed in service on or prior to January 1, 2021 and owned and consolidated through December 31, 2022, excluding properties classified as held for sale,

(b)“Total Portfolio,” which represents all properties owned and consolidated by us during 2022 and 2021,

(c)“Recently Completed/Acquired Properties,” which represents two properties placed into service or acquired on or subsequent to January 1, 2021,

(d)“Development/Redevelopment Properties,” which represents four properties currently in development/redevelopment. A property is excluded from our Same Store Property Portfolio and moved into Development/Redevelopment in the period that we determine to proceed with development/redevelopment for a future development strategy, and

(e)“2021 and 2022 Dispositions,” which represents four properties disposed of during 2021 and 2022.

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Comparison of Year Ended December 31, 2022 to the Year Ended December 31, 2021

	Same Store Property Portfolio										Recently Completed/Acquired Properties					Development/Redevelopment Properties				Other (Eliminations) (a)				Total Portfolio
(dollars and square feet in millions except per share amounts)	2022			2021			$ Change		% Change		2022			2021		2022		2021		2022		2021		2022		2021		$ Change		% Change
Revenue:
Rents	$	440.8		$	432.1		$	8.7	2.0	%	$	10.0		$	2.2	$	1.1	$	0.4	$	19.0	$	16.8	$	470.9	$	451.5	$	19.4	4.3	%
Third party management fees, labor reimbursement and leasing	—			—			—		—	%	—			—		—		—		24.1		26.4		24.1		26.4		(2.3)		(8.7)	%
Other	1.0			1.0			—		—	%	0.1			—		—		—		10.0		7.9		11.1		8.9		2.2		24.7	%
Total revenue	441.8			433.1			8.7		2.0	%	10.1			2.2		1.1		0.4		53.1		51.1		506.1		486.8		19.3		4.0	%
Property operating expenses	117.9			111.3			6.6		5.9	%	2.2			0.5		—		0.4		10.1		9.7		130.2		121.9		8.3		6.8	%
Real estate taxes	49.8			50.8			(1.0)		(2.0)	%	2.0			0.1		0.4		0.4		1.4		2.3		53.6		53.6		—		—	%
Third party management expenses	—			—			—		—	%	—			—		—		—		10.5		12.8		10.5		12.8		(2.3)		(18.0)	%
Net operating income	274.1			271.0			3.1		1.1	%	5.9			1.6		0.7		(0.4)		31.1		26.3		311.8		298.5		13.3		4.5	%
Depreciation and amortization	158.2			163.2			(5.0)		(3.1)	%	4.7			1.2		0.7		0.4		14.4		13.3		178.0		178.1		(0.1)		(0.1)	%
General & administrative expenses																				35.0		30.2		35.0		30.2		4.8		15.9	%
Provision for impairment																				4.7		—		4.7		—		4.7		—	%
Net gain on disposition of real estate																								(17.7)		(0.1)		(17.6)		17,600.0	%
Net gain on sale of undepreciated real estate																								(8.0)		(2.9)		(5.1)		175.9	%
Operating income (loss)	$	115.9		$	107.8		$	8.1	7.5	%	$	1.2		$	0.4	$	—	$	(0.8)	$	(23.0)	$	(17.2)	$	119.8	$	93.2	$	26.6	28.5	%
Number of properties	71			71							2					4								77
Square feet	12.7			12.7							0.3					0.6								13.9
Core Occupancy % (b)	89.8		%	91.1		%					100.0		%
Other Income (Expense):
Interest and investment income																								1.9		8.3		(6.4)		(77.1)	%
Interest expense																								(68.8)		(62.6)		(6.2)		9.9	%
Interest expense — Deferred financing costs																								(3.1)		(2.8)		(0.3)		10.7	%
Equity in loss of unconsolidated real estate ventures																								(22.0)		(26.7)		4.7		(17.6)	%
Net gain on real estate venture transactions																								26.7		3.0		23.7		790.0	%
Loss on early extinguishment of debt																								(0.4)		—		(0.4)		—	%
Income tax provision																								(0.1)		—		(0.1)		—	%
Net income																								$	54.0	$	12.4	$	41.6	335.5	%
Net income attributable to Common Shareholders of Brandywine Realty Trust																								$	0.31	$	0.07	$	0.24	342.9	%

(a)Represents certain revenues and expenses at the corporate level as well as various intercompany costs that are eliminated in consolidation, third-party management fees, provisions for impairment, and changes in the accrued rent receivable allowance. Other/(Eliminations) also includes properties sold and properties classified as held for sale.

(b)Pertains to Core Properties.

Total Revenue

Rents from the Total Portfolio increased $19.4 million primarily as a result of the following:

•$3.3 million increase related to our a redevelopment property in our Philadelphia CBD segment that was placed into service in the fourth quarter of 2022;

•$4.7 million increase at a property in our Metropolitan, Washington D.C. segment due to an increase in occupancy;

•$3.8 million increase related to a development property in our Austin, Texas segment that was partially placed into service during the third quarter of 2021

•$3.5 million increase related to the commencement of operations of B.Labs, a life science incubator lab in our Philadelphia CBD segment, during the first quarter of 2022; and

•$2.6 million increase related to the restaurant, residential and hotel components at the FMC Tower in our Philadelphia CBD segment related to higher rental rates and higher occupancy partially due to the lifting of COVID-19 pandemic restrictions.

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The remaining $1.5 million increase in Rents is primarily due to increased occupancy at certain properties across our Same Store Property Portfolio, as well as increased use of our properties as more tenants return to work related to the lifting of COVID-19 pandemic restrictions,resulting in higher tenant reimbursements.

Third party management fees, labor reimbursement, and leasing income decreased primarily due to $1.6 million decrease in fees and reimbursements associated with a third party management contract that was terminated during the Fourth quarter of 2021.

Other income at our Total Portfolio increased primarily as a result of a $2.2 million of settlement proceeds received from a general contractor for liquidated damages as a result of a construction delay at a property in our Austin, Texas segment.

Property Operating Expenses

Property operating expenses increased $8.3 million primarily as a result of the following:

•$3.4 million increase related to higher energy rates in our Philadelphia CBD and Pennsylvania Suburbs segments as a result of the bankruptcy of our energy generation provider during 2022 resulting in higher rates;

•$1.5 million increase related to the commencement of operations of B.Labs, a life science incubator lab in our Philadelphia CBD segment, during the first quarter of 2022.

•$1.4 million increase related to a recently completed but not yet stabilized development property in our Austin, Texas segment that was partially placed into service during the third quarter of 2021 and entirely placed into service in third quarter 2022; and

•$1.2 million increase at the restaurant, residential and hotel components of FMC Tower primarily as a result of the lifting of COVID-19 pandemic restrictions;.

The remaining increase of $0.8 million is primarily related to miscellaneous increases in property operating expenses across our Total Portfolio, primarily driven by increased usage of our properties partially due to the lifting of COVID-19 pandemic restrictions and associated repairs and maintenance.

Third party management expenses

Third party management expenses decreased primarily due to the loss of a third party management contract in the fourth quarter of 2021 and the sale of the final property in the Brandywine - AI Venture in 2021, which resulted in $1.2 million and $0.8 million decreases, respectively.

General and Administrative

General and administrative expenses increased primarily as a result of a $2.4 million recovery of previously expensed legal fees incurred in pursuit of a settlement that was received in the first quarter of 2021. In addition, $2.4 million of the increase is related to increased non-cash compensation expense during the twelve months ended December 31, 2022 compared to the twelve months ended December 31, 2022.

Provision for impairment

During 2022, we recognized a provision for impairment of $ 4.7 million on an office property located in our Metropolitan Washington, D.C. segment that we expect to sell to a third party. See Note 3 “Real Estate Investments,” for further information.

Net Gain on Disposition of Real Estate

The $17.6 million gain on disposition of real estate for 2022 primarily resulted from the following sales transactions:

•$8.3 million gain due to the formation of the One Uptown Ventures, which resulted in deconsolidation of the project and recognition of our investment in the real estate venture at fair value; and

•$8.7 million gain related to the sale of an office building located at 200 Barr Harbor Drive, West Conshohocken, Pennsylvania for a gross sales price of $30.5 million and net cash proceeds of $29.3 million.

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Net Gain on Sale of Undepreciated Real Estate

The gain of $8 million recognized during 2022 is due to the following:

•$0.9 million related to the sale of two parcels of land in our Other Segment during the three months ended March 31, 2022;

•$4.1 million related to the sale of one parcel of land in our Metropolitan Washington, D.C. segment and the sale of a portfolio of four parcels of land and two office buildings in our Other segment during the three months ended June 30, 2022; and

•$2.6 million gain due to formation of the 3151 Market Street Venture, which resulted in deconsolidation of the project.

The gain of $2.9 million recognized during 2021 primarily resulted from the formation of the 3025 JFK Venture, which resulted in deconsolidation of the project and recognition of our investment in the real estate venture at fair value and the sale of three parcels of land in our Other Segment.

Interest and Investment Income

Interest and investment income decreased by $6.4 million primarily as a result of a preferred equity investment we funded on December 31, 2020 and that was redeemed prior to maturity on September 3, 2021. Of the $6.4 million decrease, $2.8 million related to our receipt of an accelerated minimum return and exit fees paid in cash on the redemption date.

Interest Expense

Interest expense increased primarily due to a higher average balance outstanding on our line of credit throughout 2022 and a higher weighted average interest rate on our line of credit and other floating rate debt during the twelve months ended December 31, 2022 compared to the twelve months ended December 31, 2021.

Equity in Loss of unconsolidated real estate ventures

Equity in loss of unconsolidated real estate ventures decreased primarily due to:

•$3.4 million decrease associated with our Commerce Square Venture primarily due to a decrease in the amortization of in-place lease intangibles during the December 31, 2022 compared to the twelve months ended December 31, 2021;

•$1.0 million decrease associated with our 4040 Wilson Venture.

•$1.0 million decrease associated with our 1919 Market Venture due to the sale of our equity interest during the fourth quarter 2022;

•$0.7 million decrease associated with our Brandywine - AI Venture due to the sale of the remaining property in 2021; and

•$1.0 million decrease associated with our investment in Cira Square acquired in the first quarter of 2022.

Net Gain on Real Estate Venture Transactions

The $26.7 million net gain on real estate venture transactions is due to the sale of our 50% ownership interest in the 1919 Market Joint Venture for a gross sales price of $38.8 million. We received cash proceeds of $83.3 million, inclusive of proceeds from the repayment of the $44.3 million outstanding loan between Brandywine and the venture. See Note 4 “Investment in Unconsolidated Real Estate Ventures” to our Consolidated Financial Statements for further information.

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LIQUIDITY AND CAPITAL RESOURCES

General

Our principal liquidity funding needs for the next twelve months are as follows:

•normal recurring expenses;

•capital expenditures, including capital and tenant improvements and leasing costs;

•debt service and principal repayment obligations;

•current development and redevelopment costs;

•commitments to unconsolidated real estate ventures;

•distributions to shareholders to maintain our REIT status;

•possible acquisitions of properties, either directly or indirectly through the acquisition of equity interest therein; and

•possible common share repurchases.

We expect to satisfy these needs using one or more of the following:

•cash flows from operations;

•distributions of cash from our unconsolidated real estate ventures;

•cash and cash equivalent balances;

•availability under our unsecured credit facility;

•secured construction loans and long-term unsecured indebtedness;

•sales of real estate or contributions of interests in real estate to joint ventures; and

•issuances of Parent Company equity securities and/or units of the Operating Partnership.

As of December 31, 2022, the Parent Company owned a 99.7% interest in the Operating Partnership. The remaining interest of approximately 0.3% pertains to common limited partnership interests owned by non-affiliated investors who contributed property to the Operating Partnership in exchange for their interests. As the sole general partner of the Operating Partnership, the Parent Company has full and complete responsibility for the Operating Partnership’s day-to-day operations and management. The Parent Company’s source of funding for its dividend payments and other obligations is the distributions it receives from the Operating Partnership.

As summarized above, we believe that our liquidity needs will be satisfied through available cash balances and cash flows from operations, financing activities and real estate sales. Rental revenue and other income from operations are our principal sources of cash to pay operating expenses, debt service, recurring capital expenditures and the minimum distributions required to maintain our REIT qualification. We seek to increase cash flows from our properties by maintaining quality standards for our properties that promote high occupancy rates and permit increases in rental rates while reducing tenant turnover and controlling operating expenses. Our revenue also includes third-party fees generated by our property management, leasing, development and construction businesses. We believe that our revenue, together with proceeds from property sales and debt financings, will continue to provide funds for our short-term liquidity needs. However, material changes in our operating or financing activities may adversely affect our net cash flows. With uncertain economic conditions, vacancy rates may increase, effective rental rates on new and renewed leases may decrease and tenant installation costs, including concessions, may increase in most or all of our markets during 2023 and possibly beyond. As a result, our revenues and cash flows could be insufficient to cover operating expenses, including increased tenant installation costs, pay debt service or make distributions to shareholders over the short-term. If this situation were to occur, we expect that we would finance cash deficits through borrowings under our unsecured credit facility and other sources of debt and equity financings. In addition, a material adverse change in cash provided by operations could adversely affect our compliance with financial performance covenants under our unsecured credit facility, including unsecured term loans and unsecured notes. As of December 31, 2022 we were in compliance with all of our debt covenants and requirement obligations.

On June 30, 2022, we executed the 2022 Credit Agreement, which, among other things, provides for the Revolving Credit Facility and Term Loan. As of December 31, 2022, based on the Operating Partnership's unsecured senior debt rating, the applicable margin for revolving loans under the Revolving Credit Facility was 105.0 basis points (excluding the applicable facility fee of 25 basis points) and was 120.0 basis points for the Term Loan, plus, in each case, a daily SOFR adjustment of 10 basis points. Through a series of interest rate swaps, the $250.0 million principal amount of the Term Loan had a fixed interest rate of 2.87% until October 8, 2022. See Note 9, “Debt Obligations,” for further information.

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On December 13, 2022, the Company completed an underwriting offering of its $350.0 million 7.55% Guaranteed Notes due 2028 (the “2028 Notes”). The 2028 Notes were priced at 99.06% of their face amount and they have been reflected net of a discount of $3.3 million in the consolidated balance sheet as of December 31, 2022. The Company received approximately $344.6 million after deduction for underwriting discounts and offering expenses.

On December 20, 2022, the Company used a portion of the net proceeds from the offering of the 2028 Notes to repurchase $295.7 million aggregate principal amount of its outstanding 3.95% guaranteed notes due 2023 (the “2023 Notes”), through a tender offer, together with $4.1 million of accrued and unpaid interest thereon. The Company recognized a $0.4 million loss on early extinguishment of debt related to the total repurchase. On January 20, 2023, the Company completed the redemption of the remaining $54.3 million aggregate principal amount of the 2023 Notes. See Note 21, “Subsequent Events” for further information regarding the redemption.

On January 19, 2023, the Company closed on a term loan secured by seven operating properties with an aggregate principal amount of $245.0 million (the “Secured Facility”). The Company used the net proceeds of the loan for general corporate purposes, including to reduce outstanding borrowings under the Company’s unsecured revolving credit facility. See Note 21, “Subsequent Events” for further information regarding the Secured Facility.

We use multiple financing sources to fund our long-term capital needs. When needed, we use borrowings under our unsecured credit facility for general business purposes, including to meet debt maturities and to fund distributions to shareholders as well as development and acquisition costs and other expenses. In light of the volatility in financial markets and economic uncertainties, it is possible, that one or more lenders under our unsecured credit facility could fail to fund a borrowing request. Such an event could adversely affect our ability to access funds under our unsecured credit facility when needed to fund distributions or pay expenses.

Our ability to incur additional debt is dependent upon a number of factors, including our credit ratings, the value of our unencumbered assets, our degree of leverage and borrowing restrictions imposed by our lenders. If one or more rating agencies were to downgrade our unsecured credit rating, our access to the unsecured debt market would be more limited and the interest rate under our unsecured credit facility and unsecured term loan would increase.

The Parent Company unconditionally guarantees the Operating Partnership’s unsecured debt obligations, which, as of December 31, 2022, amounted to $1,971.4 million. We did not have any secured debt obligations as of December 31, 2022. See Note 21 “Subsequent Events,” for further information regarding the Secured Facility.

Capital Markets

The Parent Company issues equity from time to time, the proceeds of which it contributes to the Operating Partnership in exchange for additional interests in the Operating Partnership, and guarantees debt obligations of the Operating Partnership. The Parent Company’s ability to sell common shares and preferred shares is dependent on, among other things, general market conditions for REITs, market perceptions about the Company as a whole, and the current trading price of the Parent Company’s shares. The Parent Company maintains a shelf registration statement that covers the offering and sale of common shares, preferred shares, depositary shares, warrants and unsecured debt securities. Subject to our ongoing compliance with securities laws, and if warranted by market conditions, we may offer and sell equity and debt securities from time to time under the shelf registration statement or in transactions exempt from registration.

See Note 13 “Beneficiaries' Equity of the Parent Company,” to our Consolidated Financial Statements for further information related to our share repurchase program. We expect to fund any additional share repurchases with a combination of available cash balances and availability under our unsecured credit facility. The timing and amounts of any repurchases will depend on a variety of factors, including market conditions, regulatory requirements, share prices, capital availability and other factors as determined by our management team. The repurchase program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time without notice.

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Capital Recycling

The Operating Partnership also considers net sales of selected properties and recapitalization of unconsolidated real estate ventures as additional sources of managing its liquidity. During 2022, we closed on the sale of three parcels of land for net cash proceeds of $38.8 million as well as a portfolio of three office properties and five parcels of land in Gibbsboro, New Jersey for net cash proceeds of $4.0 million. We contributed our investment in a 99-year prepaid leasehold interest in a 0.8 acre land parcel held for development to the 3151 Market Street Venture and 4.7 acres of land held for development to the One Uptown Ventures. We completed the sale of an office building located at 200 Barr Harbor Drive, West Conshohocken, Pennsylvania for net cash proceeds of $29.3 million. Additionally, we completed the sale of our 50% ownership interest in the 1919 Market joint venture for a gross sales price of $83.2 million, a portion of which satisfied repayment of the $44.4 million outstanding loan between the Company and the venture.

As of December 31, 2022, we had $17.6 million of cash and cash equivalents and $505.2 million of available borrowings under our unsecured credit facility, net of $6.3 million in letters of credit outstanding. Based on the foregoing, as well as cash flows from operations net of dividend requirements, we believe we have sufficient capital to fund our remaining capital requirements on existing development and redevelopment projects and pursue additional attractive investment opportunities. We expect that our primary uses of capital during 2023 will be to fund our current development and redevelopment projects.

Cash Flows

The following discussion of our cash flows is based on the consolidated statement of cash flows and is not meant to be a comprehensive discussion of the changes in our cash flows for the years presented.

As of December 31, 2022 and 2021, we maintained cash and cash equivalents and restricted cash of $18.4 million and $28.3 million, respectively. We report and analyze our cash flows based on operating activities, investing activities, and financing activities. The following table summarizes changes in our cash flows (in thousands):

	Year Ended December 31,
Activity	2022		2021		(Decrease) Increase
Operating	$	209,307	$	190,874	$	18,433
Investing	(190,589)		(100,315)		(90,274)
Financing	(28,631)		(109,336)		80,705
Net cash flows	$	(9,913)	$	(18,777)	$	8,864

Our principal source of cash flows is from the operation of our Properties. Our Properties provide a relatively consistent stream of cash flows that provides us with the resources to fund operating expenses, debt service and quarterly dividends. The increase in operating cash flows is primarily due to the gain on sales for the 2022 property dispositions.

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Cash is used in investing activities to fund acquisitions, development, or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing, and property management skills and invest in existing buildings that meet our investment criteria. During the year ended December 31, 2022, when compared to the year ended December 31, 2021, the change in investing cash flows was due to the following activities (in thousands):

	(Decrease) Increase
Acquisitions of real estate	$	(3,446)
Capital expenditures and capitalized interest	(127,893)
Capital improvements/acquisition deposits/leasing costs	(9,977)
Joint venture investments	(15,785)
Proceeds from the sale of properties	53,907
Proceeds from note receivable	(5,700)
Capital distributions from unconsolidated real estate ventures	19,870
Other investing activities	(1,250)
Increase in net cash used in investing activities	$	(90,274)

We generally fund our investment activity through the sale of real estate, property-level financing, credit facilities, senior unsecured notes, and construction loans. From time to time, we may issue common or preferred shares of beneficial interest, or the Operating Partnership may issue common or preferred units of limited partnership interest. During the year ended December 31, 2022, when compared to the year ended December 31, 2021, the change in financing cash flows was due to the following activities (in thousands):

	(Decrease) Increase
Proceeds from debt obligations	$	674,000
Repayments of debt obligations	(577,634)
Redemption of limited partnership units	(1,672)
Debt financing costs paid	(9,875)
Dividends and distributions paid	(233)
Other financing activities	(3,881)
Decrease in net cash used in financing activities	$	80,705

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Capitalization

Indebtedness

The table below summarizes indebtedness under our unsecured debt at December 31, 2022 and December 31, 2021:

	December 31, 2022			December 31, 2021
	(dollars in thousands)
Balance: (a)
Fixed rate	$	1,554,301		$	1,750,000
Variable rate - unhedged (b)	417,110			101,610
Total	$	1,971,411		$	1,851,610
Percent of Total Debt:
Fixed rate	78.8		%	94.5		%
Variable rate - unhedged	21.2		%	5.5		%
Total	100.0		%	100.0		%
Weighted-average interest rate at period end:
Fixed rate	4.9		%	3.8		%
Variable rate - unhedged	5.6		%	1.3		%
Total	5.0		%	3.7		%
Weighted-average maturity in years:
Fixed rate	4.6			4.0
Variable rate - unhedged	5.9			10.6
Total	4.8			4.4

(a)Consists of unpaid principal and does not reflect premium/discount or deferred financing costs.

(b)On November 23, 2022, our unsecured term loan of $250.0 million was swapped to a fixed rate of 5.01% and matures on June 30, 2027. The effective date of the swap is January 31, 2023.

Scheduled principal payments and related weighted average annual effective interest rates for our debt as of December 31, 2022 were as follows (dollars in thousands):

Period	Principal maturities		Weighted Average Interest Rate of Maturing Debt
2023	$	54,301	3.87	%
2024	350,000		3.78	%
2025	—		—	%
2026	88,500		5.45	%
2027	700,000		4.59	%
2028	350,000		7.73	%
2029	350,000		4.30	%
2030	—		—	%
2031	—		—	%
2032	—		—	%
Thereafter	78,610		5.41	%
Totals	$	1,971,411	5.00	%

Unsecured Debt

The Operating Partnership is the issuer of our unsecured notes which are fully and unconditionally guaranteed by the Parent Company. The indenture under which the Operating Partnership issued its unsecured notes contains financial covenants, including: (i) a leverage ratio not to exceed 60%; (ii) a secured debt leverage ratio not to exceed 40%; (iii) a debt service

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coverage ratio of greater than 1.5 to 1.0; and (iv) an unencumbered asset value of not less than 150% of unsecured debt. The Operating Partnership is in compliance with all covenants as of December 31, 2022.

The charter documents of the Parent Company and Operating Partnership do not limit the amount or form of indebtedness that the Operating Partnership may incur, and its policies on debt incurrence are solely within the discretion of the Parent Company’s Board of Trustees, subject to the financial covenants in the Credit Facility, indenture and other credit agreements.

Equity

In order to maintain its qualification as a REIT, the Parent Company is required to, among other things, pay dividends to its shareholders of at least 90% of its REIT taxable income. During the year ended December 31, 2022, the Parent Company paid dividends in excess of the 90% criterion. See Note 13 “Beneficiaries' Equity of the Parent Company,” to our Consolidated Financial Statements for further information related to our dividends declared for the fourth quarter of 2022.

Inflation

Substantially all our leases are structured as base year or triple net leases which provide for reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements on a per square-foot basis, or in some cases, annual reimbursement of operating expenses above certain per square-foot allowances. In addition, approximately 96% of our leases (as a proportion of our wholly-owned portfolio square feet) contain effective annual rent escalations that are either fixed (generally ranging from 2.5% to 3.0%) or indexed based on a consumer price index or other indices. Accordingly, we do not believe that our cash flows or earnings from real estate operations are subject to significant risks from inflation. However, a period of high inflation would cause an increase in the borrowing cost on our variable rate debt resulting in higher borrowing costs.

Contractual Obligations

We provide customary guarantees for certain development projects of our unconsolidated real estate ventures. See Note 20 “Commitments and Contingencies,” to our Consolidated Financial Statements for further details on payment guarantees provided on the behalf of real estate ventures.

In connection with the Schuylkill Yards Project, we entered into a neighborhood engagement program and, as of December 31, 2022, had $6.6 million of future contractual obligations. We are also committed to making additional contributions under the program. We estimate that, as of December 31, 2022, these additional contributions, which are not fixed under the terms of agreement, will be $2.2 million. See Note 20 “Commitments and Contingencies,” to our Consolidated Financial Statements for further information.

In connection with the formation of the Commerce Square Venture, we committed to investing an additional $20.0 million of preferred equity in the properties on a pari passu basis with our joint venture partner of which $7.2 million has been contributed by us as of December 31, 2022.

As part of our September 2004 acquisition of a portfolio of properties (which the we refer to as the (“TRC acquisition”), we acquired our interest in Two Logan Square, a 708,844 square foot office building in Philadelphia, Pennsylvania primarily through ownership of a second and third mortgage secured by this property. This property is consolidated, as the borrower is a VIE and we, through our ownership of the second and third mortgages, are the primary beneficiary. On October 21, 2020, we also acquired the $79.8 million first mortgage on the property from the third-party mortgage lender pursuant to an agreement with certain of the former owners. Under the agreement, we have agreed to not take title to Two Logan until the earlier of June 2026 or the occurrence of certain events related to the ownership interests of certain former owners. If we were to sell the restricted property before the expiration of the restricted period in a non-exempt transaction, we may be required to make significant payments to certain of the former owners of Two Logan Square on account of tax liabilities attributed to them. Additionally, we will be required to pay these certain former owners an amount estimated at approximately $0.6 million to redeem their residual interest in the fee owner of this property. The $0.6 million payment is included within “Other liabilities” on the consolidated balance sheets.

As part of our acquisition of properties, from time to time in tax-deferred transactions, we have agreed to provide certain of the prior owners of the acquired properties the right to guarantee our indebtedness. If we were to seek to repay the indebtedness guaranteed by the prior owner before the expiration of the applicable agreement, we would be required to

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provide the prior owner an opportunity to guaranty qualifying replacement debt. These debt maintenance agreements may limit our ability to refinance indebtedness on terms favorable to us.

We invest in properties and regularly incur capital expenditures in the ordinary course of business to maintain the properties. We believe that such expenditures enhance our competitiveness. We also enter into construction, utility and service contracts in the ordinary course of its business which may extend beyond one year. These contracts typically provide for cancellation with insignificant or no cancellation penalties.

In addition, during construction undertaken by real estate ventures we have provided, and expect to continue to provide, cost overrun, and completion guarantees, with rights of contribution among partners in ventures, as well as customary environmental indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements. See Note 20 “Commitments and Contingencies,” to our Consolidated Financial Statements for further details on payment guarantees provided on the behalf of real estate ventures.

Interest Rate Risk and Sensitivity Analysis

The analysis below presents the sensitivity of the market value of the Operating Partnership’s financial instruments to selected changes in market rates. The range of changes chosen reflects its view of changes which are reasonably possible over a one-year period. Market values are the present value of projected future cash flows based on the market rates chosen.

Our financial instruments consist of both fixed and variable rate debt. As of December 31, 2022, our consolidated debt consisted of unsecured notes with an outstanding principal balance of $1,554.3 million, all of which are fixed rate borrowings. We also have variable rate debt consisting of trust preferred securities with an outstanding principal balance of $78.6 million, a $600.0 million Credit Facility with an outstanding balance of $88.5 million and an unsecured term loan with an outstanding principal balance of $250.0 million. All financial instruments were entered into for other than trading purposes and the net market value of these financial instruments is referred to as the net financial position. Changes in interest rates have different impacts on the fixed and variable rate portions of our debt portfolio. A change in interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows. A change in interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.

As of December 31, 2022, based on prevailing interest rates and credit spreads, the fair value of our unsecured notes was $1,411.4 million. For sensitivity purposes, a 100 basis point change in the discount rate equates to a change in the total fair value of our debt of approximately $14.1 million at December 31, 2022.

From time to time or as the need arises, we use derivative instruments to manage interest rate risk exposures and not for speculative or trading purposes. The total outstanding principal balance of our variable rate debt was approximately $417.1 million as of December 31, 2022. The total fair value of our variable rate debt was approximately $387.0 million at December 31, 2022. For sensitivity purposes, if market rates of interest increase by 100 basis points the fair value of our variable rate debt would decrease by approximately $17.3 million at December 31, 2022. If market rates of interest decrease by 100 basis points, the fair value of our outstanding variable rate debt would increase by approximately $18.5 million at December 31, 2022.

These amounts were determined solely by considering the impact of hypothetical interest rates on our financial instruments. Due to the uncertainty of specific actions we may undertake to minimize possible effects of market interest rate increases, this analysis assumes no changes in our financial structure.

Funds from Operations (FFO)

Pursuant to the revised definition of FFO adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), we calculate FFO by adjusting net income/(loss) attributable to common unit holders (computed in accordance with GAAP) for gains (or losses) from sales of properties, impairment losses on depreciable consolidated real estate, impairment losses on investments in unconsolidated real estate ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated real estate ventures, real estate related depreciation and amortization, and after similar adjustments for unconsolidated real estate ventures. Our calculation of FFO includes gains from sale of undepreciated real estate and other assets, considered incidental to our main business, to third parties or unconsolidated real estate ventures. FFO is a non-GAAP financial measure. We believe that the use of FFO

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combined with the required GAAP presentations has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REITs’ operating results more meaningful. We consider FFO to be a useful measure for reviewing comparative operating and financial performance because, by excluding property impairments, gains or losses related to sales of previously depreciated operating real estate assets and real estate depreciation and amortization, FFO can help the investing public compare the operating performance of a company’s real estate between periods or as compared to other companies. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.

We consider net income, as defined by GAAP, to be the most comparable earnings measure to FFO. While FFO and FFO per unit are relevant and widely used measures of operating performance of REITs, FFO does not represent cash flow from operations or net income as defined by GAAP and should not be considered as alternatives to those measures in evaluating our liquidity or operating performance. We believe that to further understand our performance, FFO should be compared with our reported net income/(loss) attributable to common unit holders and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements.

The following table presents a reconciliation of net income attributable to common unitholders to FFO for the years ended December 31, 2022 and 2021:

	Year Ended December 31,
	2022		2021
	(amounts in thousands, except share information)
Net income attributable to common unitholders	$	53,538	$	11,948
Add (deduct):
Amount allocated to unvested restricted unitholders	456		421
Net gain on real estate venture transactions	(26,718)		(2,973)
Net gain on disposition of real estate	(17,677)		(142)
Provision for impairment	4,663		—
Company's share of impairment of an unconsolidated real estate venture	—		696
Depreciation and amortization:
Real property	149,026		144,261
Leasing costs including acquired intangibles	25,989		31,698
Company’s share of unconsolidated real estate ventures	49,743		52,455
Partners’ share of consolidated real estate ventures	(18)		(20)
Funds from operations	$	239,002	$	238,344
Funds from operations allocable to unvested restricted shareholders	(770)		(705)
Funds from operations available to common share and unit holders (FFO)	$	238,232	$	237,639
Weighted-average shares/units outstanding — basic (a)	172,036,481		171,770,843
Weighted-average shares/units outstanding — fully diluted (a)	172,870,758		173,165,898

(a)Includes common shares and partnership units outstanding through the years ended December 31, 2022 and December 31, 2021, respectively.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

See discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in Item 7 herein.

Item 8.    Financial Statements and Supplementary Data

The financial statements and supplementary financial data of the Parent Company and the Operating Partnership and the reports thereon of PricewaterhouseCoopers LLP, an independent registered public accounting firm, with respect thereto, are listed under Items 15(a) and 15(b) and filed as part of this report. See Item 15., “Exhibits and Financial Statement Schedules.”

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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Item 9A.    Controls and Procedures

Controls and Procedures (Parent Company)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Parent Company’s management, including its principal executive officer and principal financial officer, the Parent Company’s management conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, the principal executive officer and the principal financial officer of the Parent Company concluded that the Parent Company’s disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control Over Financial Reporting

The management of the Parent Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of the Parent Company’s management, including its principal executive officer and principal financial officer, the Parent Company’s management conducted an evaluation of the effectiveness of the Parent Company’s internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation under the framework in Internal Control — Integrated Framework, the Parent Company’s management concluded that the Parent Company’s internal control over financial reporting was effective as of December 31, 2022.

The effectiveness of the Parent Company’s internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report that is included herein.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Parent Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Parent Company’s internal control over financial reporting.

Controls and Procedures (Operating Partnership)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Operating Partnership’s management, including its principal executive officer and principal financial officer, the Operating Partnership’s management conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, the principal executive officer and the principal financial officer of Operating Partnership concluded that the Operating Partnership’s disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control Over Financial Reporting

The management of the Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of the Operating Partnership’s management, including its principal executive officer and principal financial officer, the Operating Partnership’s management conducted an evaluation of the effectiveness of the Operating Partnership’s internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation under the framework in Internal Control — Integrated Framework, the Operating Partnership’s management concluded that the Operating Partnership’s internal control over financial reporting was effective as of December 31, 2022.

47

The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report that is included herein.

Changes in Internal Control over Financial Reporting.

There have not been any changes in the Operating Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

Item 9B.    Other Information

None

Item 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

48

PART III

Item 10.    Directors, Executive Officers and Corporate Governance

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2023 Annual Meeting of Shareholders.

Item 11.    Executive Compensation

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2023 Annual Meeting of Shareholders.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2023 Annual Meeting of Shareholders.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2023 Annual Meeting of Shareholders.

Item 14.    Principal Accountant Fees and Services

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2023 Annual Meeting of Shareholders.

PART IV

Item 15.    Exhibits and Financial Statement Schedules.

(a)Financial Statements and Schedules of Brandywine Realty Trust

(b)Financial Statements and Schedules of Brandywine Operating Partnership

The financial statements and schedules of the Parent Company and the Operating Partnership listed below are filed as part of this report on the pages indicated.

49

Index to Financial Statements and Schedules

	Page
Report of Independent Registered Public Accounting Firm (Brandywine Realty Trust) (PCAOB ID No. 238)	F-1
Report of Independent Registered Public Accounting Firm (Brandywine Operating Partnership, L.P.) (PCAOB ID No. 238)	F-4
Financial Statements of Brandywine Realty Trust
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-7
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020	F-8
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020	F-9
Consolidated Statements of Beneficiaries’ Equity for the Years Ended December 31, 2022, 2021 and 2020	F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020	F-9
Financial Statements of Brandywine Operating Partnership, L.P.
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-11
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020	F-12
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020	F-13
Consolidated Statements of Partners’ Equity for the Years Ended December 31, 2022, 2021 and 2020	F-14
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020	F-15
Notes to Consolidated Financial Statements (Brandywine Realty Trust and Brandywine Operating Partnership, L.P.)	F-17
Schedule II — Valuation and Qualifying Accounts (Brandywine Realty Trust and Brandywine Operating Partnership, L.P.) for the years ended December 31, 2022, 2021 and 2020	F-57
Schedule III — Real Estate and Accumulated Depreciation (Brandywine Realty Trust and Brandywine Operating Partnership, L.P.) at December 31, 2019 with reconciliations for the years ended December 31, 2022, 2021 and 2020	F-58

(c) Exhibits

50

Exhibits Nos.	Description
3.1.1	Articles of Amendment and Restatement of Declaration of Trust of Brandywine Realty Trust (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on May 29, 2018 and incorporated herein by reference)
3.1.2	Articles Supplementary relating to opt-out of Maryland Unsolicited Takeover Act, filed with the State Department of Assessments and Taxation of Maryland on March 2, 2018 (previously filed as an Exhibit to Brandywine Realty Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference)
3.1.3	Preferred Share Reclassification Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on March 2, 2018 (previously filed as an Exhibit to Brandywine Realty Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference)
3.2.1	Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (the “Operating Partnership”) (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated December 17,1997 and incorporated herein by reference)
3.2.2	First Amendment to Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated December 17,1997 and incorporated herein by reference)
3.2.3	Second Amendment to the Amended and Restated Agreement of Limited Partnership Agreement of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated April 13, 1998 and incorporated herein by reference)
3.2.4	Third Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated May 14, 1998 and incorporated herein by reference)
3.2.5	Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated October 13, 1998 and incorporated herein by reference)
3.2.6	Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated October 13, 1998 and incorporated herein by reference)
3.2.7	Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated October 13, 1998 and incorporated herein by reference)
3.2.8	Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference)
3.2.9	Eighth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference)
3.2.10	Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference)
3.2.11	Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference)
3.2.12	Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference)
3.2.13	Twelfth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference)
3.2.14	Thirteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated September 21, 2004 and incorporated herein by reference)
3.2.15	Fourteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated January 10, 2006 and incorporated herein by reference)
3.2.16	Fifteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated August 18, 2006 and incorporated herein by reference)

51

3.2.17	Sixteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated August 9, 2010 and incorporated herein by reference)
3.2.18	Seventeenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated April 11, 2012 and incorporated herein by reference)
3.2.19	List of partners of Brandywine Operating Partnership, L.P. (filed herewith)
3.3	Bylaws of Brandywine Realty Trust (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated May 29, 2018 and incorporated herein by reference)
4.1.1	Indenture dated October 22, 2004 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on  October 22, 2004 and incorporated herein by reference)
4.1.2	First Supplemental Indenture dated as of May 25, 2005 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on May 26, 2005 and incorporated herein by reference)
4.1.3	Second Supplemental Indenture dated as of October 4, 2006 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated October 4, 2006 and incorporated herein by reference)
4.1.4	Third Supplemental Indenture dated as of April 5, 2011 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on April 5, 2011 and incorporated herein by reference)
4.2	Form of 4.100% Guaranteed Notes due 2024 (previously filed as an exhibit to Brandywine Realty Trust’s Current Report on Form 8-K dated October 10, 2019 and incorporated herein by reference).
4.3	Form of 4.550% Guaranteed Notes due 2029 (previously filed as an exhibit to Brandywine Realty Trust’s Current Report on Form 8-K dated October 10, 2019 and incorporated herein by reference).
4.4	Form of 4.10% Guaranteed Notes due 2024 (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on September 17, 2014 and incorporated herein by reference)
4.5	Form of 4.55% Guaranteed Notes due 2029 previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on September 17, 2014 and incorporated herein by reference)
4.6	Form of 3.95% Guaranteed Notes due 2027 previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on November 17, 2017 and incorporated herein by reference)
4.7	Form of 7.550% Guaranteed Notes due 2028 (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on December 13, 2022 and incorporated herein by reference)
4.8	Description of Brandywine Realty Trust's Securities (previously filed as an exhibit to Brandywine Realty Trust's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein by reference)
10.1	Amended and Restated Revolving Credit Agreement dated as of July 17, 2018 (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on July 20, 2018 and incorporated herein by reference)
10.2	Letter dated August 10, 2015 to Cohen & Steers Capital Management, Inc. relating to the waiver of share ownership limit, including Representations, Warranties and Agreements of Cohen & Steers Capital Management, Inc. (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on August 13, 2015 and incorporated herein by reference)
10.3	Letter to RREEF America LLC relating to waiver of share ownership limit (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-K for the fiscal year ended December 31, 2009 and incorporated herein by reference)
10.4	Amended and Restated Employment Agreement dated as of February 9, 2007 of Gerard H. Sweeney** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated February 14, 2007 and incorporated herein by reference)
10.5	Letter Agreement dated March 1, 2012 modifying Amended and Restated Employment Agreement of Gerard H. Sweeney** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated March 7, 2012 and incorporated herein by reference)
10.6	Amended and Restated 1997 Long-Term Incentive Plan (as amended effective May 18, 2017)** (previously filed as Appendix A to Brandywine Realty Trust’s definitive Proxy Statement on Schedule 14A filed on April 4, 2017 and incorporated herein by reference)

52

10.7	Amendment No. 1 to Amended and Restated 1997 Long-Term Incentive Plan** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference)
10.8	Brandywine Realty Trust Second Amended and Restated Executive Deferred Compensation Plan (as Amended and Restated, Effective January 1, 2021)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-K for the year ended December 31, 2020 and incorporated herein by reference)
10.9	2007 Non-Qualified Employee Share Purchase Plan** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2007 and incorporated herein by reference)
10.10	Form of Change in Control Agreement with Executive Officers (Wirth and DeVuono)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on February 4, 2010 and incorporated herein by reference)
10.11	Forms of Incentive Share Option Agreement (March 2011) for Executive Officers** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 8, 2011 and incorporated herein by reference)
10.12	Forms of Non-Qualified Share Option Agreement (March 2011) for Executive Officers** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 8, 2011 and incorporated herein by reference)
10.13	Letter Agreement dated May 24, 2011 modifying options of President and Chief Executive Officer** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on May 24, 2011 and incorporated herein by reference)
10.14	Form of Incentive Compensation Clawback Agreement** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on February 26, 2015 and incorporated herein by reference)
10.15	Form of Restricted Common Share Rights Award. (without outperformance feature)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference)
10.16	Schedule of Non-Employee Trustee Compensation** (filed herewith)
10.17	Form of 2021-2023 Performance Share Unit Award** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 10, 2021 and incorporated herein by reference).
10.18	2021-2023 Performance Share Unit Program** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 10, 2021 and incorporated herein by reference).
10.19	Form of 2021 Restricted Common Share Rights Award (with outperformance feature)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 10, 2021 and incorporated herein by reference).
10.20	Form of 2022-2024 Performance Share Unit Award** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference)
10.21	2022-2024 Performance Share Unit Program ** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference)
10.22	Form of 2022 Restricted Common Share Rights Award (with outperformance feature)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference)
10.23	Form of 2023-2025 Performance Share Unit Award** (filed herewith)
10.24	2023-2025 Performance Share Unit Program** (filed herewith)
10.25	Form of 2023 Restricted Common Share Rights Award (with outperformance feature)** (filed herewith)
10.26	Form of Change in Control Agreement with Executive Officers (Johnstone, Neuman and Redd)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-K for the year ended December 31, 2021 and incorporated herein by reference)
14.1	Code of Business Conduct and Ethics, as amended on December 6, 2016 (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on December 9, 2016 and incorporated herein by reference)
21	List of subsidiaries (filed herewith)
23.1	Consent of PricewaterhouseCoopers LLP relating to financial statements of Brandywine Realty Trust (filed herewith)
23.2	Consent of PricewaterhouseCoopers LLP relating to financial statements of Brandywine Operating Partnership, L.P. (filed herewith)
31.1	Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith)
31.2	Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith)

53

31.3	Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith)
31.4	Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith)
32.1	Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.2	Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.3	Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.4	Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
99.1	Material Federal Income Tax Considerations (filed herewith)
101.1	The following materials from the Annual Reports on Form 10-K of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the year ended December 31, 2022 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith.
104	Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

** Management contract or compensatory plan or arrangement

(d)Financial Statement Schedule: See Item 15 (a) and (b) above

54

Item 16.    Form 10-K Summary.

None.

55

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BRANDYWINE REALTY TRUST
By:	/s/ Gerard H. Sweeney
	Gerard H. Sweeney
	President and Chief Executive Officer

Date: February 21, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James C. Diggs	Chairman of the Board and Trustee	February 21, 2023
James C. Diggs
/s/ Gerard H. Sweeney	President, Chief Executive Officer and Trustee (Principal Executive Officer)	February 21, 2023
Gerard H. Sweeney
/s/ Thomas E. Wirth	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 21, 2023
Thomas E. Wirth
/s/ Daniel Palazzo	Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 21, 2023
Daniel Palazzo
/s/ Reginald DesRoches	Trustee	February 21, 2023
Reginald DesRoches
/s/ Joan Lau	Trustee	February 21, 2023
Joan Lau
/s/ Charles P. Pizzi	Trustee	February 21, 2023
Charles P. Pizzi
/s/ Terri A. Herubin	Trustee	February 21, 2023
Terri A. Herubin
/s/ H. Richard Haverstick, Jr.	Trustee	February 21, 2023
H. Richard Haverstick, Jr.

56

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BRANDYWINE OPERATING PARTNERSHIP, L.P.
By:	Brandywine Realty Trust, its General Partner
By:	/s/ Gerard H. Sweeney
	Gerard H. Sweeney
	President and Chief Executive Officer

Date: February 21, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James Diggs	Chairman of the Board and Trustee	February 21, 2023
James Diggs
/s/ Gerard H. Sweeney	President, Chief Executive Officer and Trustee (Principal Executive Officer)	February 21, 2023
Gerard H. Sweeney
/s/ Thomas E. Wirth	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 21, 2023
Thomas E. Wirth
/s/ Daniel Palazzo	Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 21, 2023
Daniel Palazzo
/s/ Reginald DesRoches	Trustee	February 21, 2023
Reginald DesRoches
/s/ Joan Lau	Trustee	February 21, 2023
Joan Lau
/s/ Charles P. Pizzi	Trustee	February 21, 2023
Charles P. Pizzi
/s/ Terri A. Herubin	Trustee	February 21, 2023
Terri A. Herubin
/s/ H. Richard Haverstick, Jr.	Trustee	February 21, 2023
H. Richard Haverstick, Jr.

57

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Brandywine Realty Trust

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Brandywine Realty Trust and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of beneficiaries’ equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and financial statement schedules listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

F-1

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Assessments of Real Estate Investments and Investments in Unconsolidated Real Estate Ventures

As described in Notes 2, 3 and 4 to the consolidated financial statements, the Company’s gross carrying value of real estate investment operating properties was $3,617 million and its investment in unconsolidated real estate ventures was $568 million as of December 31, 2022. During 2022, the Company recorded an impairment loss of $4.7 million related to real estate investments. The Company did not recognize an other than temporary impairment related to investments in unconsolidated real estate ventures during 2022. Management reviews its real estate investments for impairment following the end of each quarter for each of its real estate investments where events or changes in circumstances indicate that the carrying amounts may not be recoverable. For real estate investments, management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets. Estimated future cash flows used in such analysis are based on management’s plans for the real estate investment and its views of market economic conditions. The estimates consider assumptions, including but not limited to, market rental rates, capitalization rates, and recent sales data for comparable real estate investments. Management estimated the fair value of its impaired property and the related impairment loss based on a purchase and sale agreement. At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Company’s investments in unconsolidated real estate ventures. If any indicators of impairment are present, management calculates the fair value of the investment in the unconsolidated real estate venture. An investment is other than temporarily impaired only if the fair value of the investment in an unconsolidated real estate venture, as estimated by management, is less than the carrying value and the decline is other than temporary.

The principal considerations for our determination that performing procedures relating to the impairment assessments of real estate investments and investments in unconsolidated real estate ventures is a critical audit matter are (i) the significant judgment by management when evaluating the real estate investments and investments in unconsolidated real estate ventures for potential impairment, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating (a) management’s significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and (b) indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the impairment assessments of real estate investments and investments in unconsolidated real estate ventures, including controls over management’s estimated undiscounted future cash flows expected to be generated by real estate investments and management’s identification of any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired. These procedures also included, among others, (i) testing management’s process for developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and identifying indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired, (ii) evaluating the reasonableness of the significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows, (iii) evaluating the appropriateness of the method used in developing the estimated undiscounted future cash flows, (iv) testing the completeness and accuracy of data used in the developing the estimated undiscounted future cash flows, and (v) identifying indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired. Evaluating the reasonableness of the significant assumptions related to market rental rates and capitalization rates involved considering past performance of the asset and whether the assumptions were consistent with evidence obtained in other areas of the audit. Evaluating management’s assessment of indicators of other than temporary impairment in investments in unconsolidated real

F-2

estate ventures involved considering whether any market economic conditions, past performance of the asset, or evidence obtained in other areas of the audit may be indicative of other than temporary impairment.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 21, 2023

We have served as the Company’s auditor since 2003.

F-3

Report of Independent Registered Public Accounting Firm

To the Partners of Brandywine Operating Partnership, L.P.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Brandywine Operating Partnership, L.P. and its subsidiaries (the “Partnership”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of partners’ equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and financial statement schedules listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”). We also have audited the Partnership's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Partnership's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Partnership’s consolidated financial statements and on the Partnership's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

F-4

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Assessments of Real Estate Investments and Investments in Unconsolidated Real Estate Ventures

As described in Notes 2, 3 and 4 to the consolidated financial statements, the Partnership’s gross carrying value of real estate investment operating properties was $3,617 million and its investment in unconsolidated real estate ventures was $568 million as of December 31, 2022. During 2022, the Partnership recorded an impairment loss of $4.7 million related to real estate investments. The Partnership did not recognize an other than temporary impairment related to investments in unconsolidated real estate ventures during 2022. Management reviews its real estate investments for impairment following the end of each quarter for each of its real estate investments where events or changes in circumstances indicate that the carrying amounts may not be recoverable. For real estate investments, management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets. Estimated future cash flows used in such analysis are based on management’s plans for the real estate investment and its views of market economic conditions. The estimates consider assumptions, including but not limited to, market rental rates, capitalization rates, and recent sales data for comparable real estate investments. Management estimated the fair value of its impaired property and the related impairment loss based on a purchase and sale agreement. At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Partnership’s investments in unconsolidated real estate ventures. If any indicators of impairment are present, management calculates the fair value of the investment in the unconsolidated real estate venture. An investment is other than temporarily impaired only if the fair value of the investment in an unconsolidated real estate venture, as estimated by management, is less than the carrying value and the decline is other than temporary.

The principal considerations for our determination that performing procedures relating to the impairment assessments of real estate investments and investments in unconsolidated real estate ventures is a critical audit matter are (i) the significant judgment by management when evaluating the real estate investments and investments in unconsolidated real estate ventures for potential impairment, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating (a) management’s significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and (b) indicators that the value of the Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the impairment assessments of real estate investments and investments in unconsolidated real estate ventures, including controls over management’s estimated undiscounted future cash flows expected to be generated by real estate investments and management’s identification of any indicators that the value of the Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired. These procedures also included, among others, (i) testing management’s process for developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and identifying indicators that the value of the Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired, (ii) evaluating the reasonableness of the significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows, (iii) evaluating the appropriateness of the method used in developing the estimated undiscounted future cash flows, (iv) testing the completeness and accuracy of data used in the developing the estimated undiscounted future cash flows, and (v) identifying indicators that the value of the Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired. Evaluating the reasonableness of the significant assumptions related to market rental rates and capitalization rates involved considering past performance of the asset and whether the assumptions were consistent with evidence obtained in other areas of the audit.

F-5

Evaluating management’s assessment of indicators of other than temporary impairment in investments in unconsolidated real estate ventures involved considering whether any market economic conditions, past performance of the asset, or evidence obtained in other areas of the audit may be indicative of other than temporary impairment.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 21, 2023

We have served as the Partnership’s auditor since 2003.

F-6

BRANDYWINE REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share information)

	December 31, 2022		December 31, 2021
ASSETS
Real estate investments:
Operating properties	$	3,617,240	$	3,472,602
Accumulated depreciation	(1,063,060)		(957,450)
Right of use asset - operating leases, net	19,664		20,313
Operating real estate investments, net	2,573,844		2,535,465
Construction-in-progress	218,869		277,237
Land held for development	76,499		114,604
Prepaid leasehold interests in land held for development, net	35,576		27,762
Total real estate investments, net	2,904,788		2,955,068
Assets held for sale, net	—		562
Cash and cash equivalents	17,551		27,463
Accounts receivable	11,003		11,875
Accrued rent receivable, net of allowance of $3,947 and $4,133 as of December 31, 2022 and December 31, 2021, respectively	179,771		167,210
Investment in unconsolidated real estate ventures	567,635		435,506
Deferred costs, net	96,639		86,862
Intangible assets, net	18,451		28,556
Other assets	78,667		133,094
Total assets	$	3,874,505	$	3,846,196
LIABILITIES AND BENEFICIARIES' EQUITY
Unsecured credit facility	$	88,500	$	23,000
Unsecured term loan, net	248,168		249,608
Unsecured senior notes, net	1,628,370		1,580,978
Accounts payable and accrued expenses	132,440		150,151
Distributions payable	32,792		32,765
Deferred income, gains and rent	25,082		23,849
Intangible liabilities, net	10,322		12,981
Lease liability - operating leases	23,166		22,962
Other liabilities	52,331		48,683
Total liabilities	$	2,241,171	$	2,144,977
Commitments and contingencies (See Note 20)
Brandywine Realty Trust's Equity:
Common Shares of Brandywine Realty Trust's beneficial interest, $0.01 par value; shares authorized 400,000,000; 171,569,807 and 171,126,257 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	1,716		1,712
Additional paid-in-capital	3,153,229		3,146,786
Deferred compensation payable in common shares	19,601		18,491
Common shares in grantor trust, 1,179,643 and 1,169,703 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	(19,601)		(18,491)
Cumulative earnings	1,176,195		1,122,372
Accumulated other comprehensive income (loss)	3,897		(2,020)
Cumulative distributions	(2,709,405)		(2,578,583)
Total Brandywine Realty Trust's equity	1,625,632		1,690,267
Noncontrolling interests	7,702		10,952
Total beneficiaries' equity	$	1,633,334	$	1,701,219
Total liabilities and beneficiaries' equity	$	3,874,505	$	3,846,196

The accompanying notes are an integral part of these consolidated financial statements.

F-7

BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share information)

	Year Ended December 31,
	2022		2021		2020
Revenue
Rents	$	470,851	$	451,519	$	513,504
Third party management fees, labor reimbursement and leasing	24,132		26,444		18,580
Other	11,117		8,856		2,768
Total revenue	506,100		486,819		534,852
Operating expenses
Property operating expenses	130,209		121,890		132,172
Real estate taxes	53,645		53,621		63,032
Third party management expenses	10,547		12,800		10,252
Depreciation and amortization	177,984		178,105		188,283
General and administrative expenses	35,006		30,153		30,288
Provision for impairment	4,663		—		—
Total operating expenses	412,054		396,569		424,027
Gain on sale of real estate
Net gain on disposition of real estate	17,677		142		289,461
Net gain on sale of undepreciated real estate	8,007		2,903		201
Total gain on sale of real estate	25,684		3,045		289,662
Operating income	119,730		93,295		400,487
Other income (expense):
Interest and investment income	1,905		8,295		1,939
Interest expense	(68,764)		(62,617)		(73,911)
Interest expense - amortization of deferred financing costs	(3,091)		(2,836)		(2,904)
Equity in loss of unconsolidated real estate ventures	(22,016)		(26,697)		(18,584)
Net gain on real estate venture transactions	26,718		2,973		75
Loss on early extinguishment of debt	(435)		—		—
Net income before income taxes	54,047		12,413		307,102
Income tax (provision) benefit	(55)		(47)		224
Net income	53,992		12,366		307,326
Net income attributable to noncontrolling interests	(168)		(77)		(1,799)
Net income attributable to Brandywine Realty Trust	53,824		12,289		305,527
Nonforfeitable dividends allocated to unvested restricted shareholders	(456)		(421)		(410)
Net income attributable to Common Shareholders of Brandywine Realty Trust	$	53,368	$	11,868	$	305,117
Basic income per Common Share	$	0.31	$	0.07	$	1.77
Diluted income per Common Share	$	0.31	$	0.07	$	1.77
Basic weighted average shares outstanding	171,491,369		170,878,185		171,926,079
Diluted weighted average shares outstanding	172,325,646		172,273,240		172,317,076

The accompanying notes are an integral part of these consolidated financial statements.

F-8

BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Year Ended December 31,
	2022		2021		2020
Net income	$	53,992	$	12,366	$	307,326
Comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments	5,371		4,817		(5,972)
Amortization of interest rate contracts (1)	564		752		752
Total comprehensive income (loss)	5,935		5,569		(5,220)
Comprehensive income	59,927		17,935		302,106
Comprehensive income attributable to noncontrolling interest	(186)		(105)		(1,770)
Comprehensive income attributable to Brandywine Realty Trust	$	59,741	$	17,830	$	300,336

(1)Amounts reclassified from comprehensive income to interest expense within the Consolidated Statements of Operations.

The accompanying notes are an integral part of these consolidated financial statements.

F-9

BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF BENEFICIARIES’ EQUITY

For the Years ended December 31, 2022, 2021 and 2020

(in thousands, except number of shares)

	Number of Common Shares	Number of Rabbi Trust/Deferred Compensation Shares	Common Shares of Brandywine Realty Trust's beneficial interest		Additional Paid-in Capital		Deferred Compensation Payable in Common Shares		Common Shares in Grantor Trust		Cumulative Earnings		Accumulated Other Comprehensive Income (Loss)		Cumulative Distributions		Noncontrolling Interests		Total
BALANCE, December 31, 2019	176,480,095	1,105,542	$	1,766	$	3,192,158	$	16,216	$	(16,216)	$	804,556	$	(2,370)	$	(2,318,233)	$	10,426	$	1,688,303
Net income											305,527						1,799		307,326
Other comprehensive loss													(5,191)				(29)		(5,220)
Repurchase and retirement of Common Shares of Beneficial Interest	(6,248,483)		(62)		(59,937)														(59,999)
Sale of partnership interest in consolidated real estate venture																	(1,017)		(1,017)
Distributions from consolidated real estate ventures																	(22)		(22)
Share-based compensation activity	309,096	50,967	3		6,233														6,236
Share Issuance from/(to) Deferred Compensation Plan	32,256	3,985			(206)		1,300		(1,300)										(206)
Reallocation of Noncontrolling interest					(96)												96		—
Distributions declared ($0.76 per share)															(130,005)		(748)		(130,753)
BALANCE, December 31, 2020	170,572,964	1,160,494	$	1,707	$	3,138,152	$	17,516	$	(17,516)	$	1,110,083	$	(7,561)	$	(2,448,238)	$	10,505	$	1,804,648
Net income											12,289						77		12,366
Other comprehensive income													5,541				28		5,569
Issuance of Common Shares of Beneficial Interest	226,695		3		3,049														3,052
Issuance of partnership interest in consolidated real estate ventures																	2,765		2,765
Redemption of LP Units																	(2,334)		(2,334)
Share-based compensation activity	344,656	70,645	2		6,352														6,354
Share Issuance from/(to) Deferred Compensation Plan	(18,058)	(61,436)			(198)		975		(975)										(198)
Reallocation of Noncontrolling interest					(569)												569		—
Distributions declared $0.76 per share)															(130,345)		(658)		(131,003)
BALANCE, December 31, 2021	171,126,257	1,169,703	$	1,712	$	3,146,786	$	18,491	$	(18,491)	$	1,122,372	$	(2,020)	$	(2,578,583)	$	10,952	$	1,701,219
Net income											53,824						168		53,992
Other comprehensive income													5,917				18		5,935
Redemption of LP Units																	(4,006)		(4,006)
Share-based compensation activity	469,529	85,384	4		7,714														7,718
Share Issuance from/(to) Deferred Compensation Plan	(25,979)	(75,444)			(312)		1,110		(1,110)										(312)
Reallocation of Noncontrolling interest					(959)						(1)						959		(1)
Distributions declared ($0.76 per share)															(130,822)		(389)		(131,211)
BALANCE, December 31, 2022	171,569,807	1,179,643	$	1,716	$	3,153,229	$	19,601	$	(19,601)	$	1,176,195	$	3,897	$	(2,709,405)	$	7,702	$	1,633,334

The accompanying notes are an integral part of these consolidated financial statements.

F-8

BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2022		2021		2020
Cash flows from operating activities:
Net income	$	53,992	$	12,366	$	307,326
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	177,984		178,105		188,283
Amortization of deferred financing costs	3,091		2,836		2,904
Amortization of debt discount/(premium), net	(5,254)		(1,951)		(568)
Amortization of stock compensation costs	8,939		7,130		6,627
Straight-line rent income	(13,631)		(13,485)		(14,743)
Amortization of acquired above (below) market leases, net	(2,581)		(5,377)		(4,867)
Straight-line ground rent expense	814		918		1,455
Provision for doubtful accounts	—		—		1,049
Net gain on real estate venture transactions	(26,718)		(2,973)		(75)
Total gain on sale of real estate	(25,684)		(3,045)		(289,662)
Loss on early extinguishment of debt	435		—		—
Provision for impairment	4,663		—		—
Loss from unconsolidated real estate ventures, including income distributions	23,522		26,697		18,584
Income tax provision (benefit)	55		47		(224)
Changes in assets and liabilities:
Accounts receivable	1,328		2,506		(2,031)
Other assets	(1,120)		(19,325)		(5,034)
Accounts payable and accrued expenses	5,405		2,974		14,374
Deferred income, gains and rent	1,567		2,986		(12,149)
Other liabilities	2,500		465		14,557
Net cash provided by operating activities	209,307		190,874		225,806
Cash flows from investing activities:
Acquisition of properties	(3,446)		—		(41,950)
Proceeds from the sale of properties	64,210		10,303		278,114
Proceeds from insurance	—		1,250		—
Proceeds from note receivable	44,300		50,000		—
Issuance of note receivable	—		—		(50,000)
Capital expenditures for tenant improvements	(86,774)		(56,830)		(73,166)
Capital expenditures for redevelopments	(87,223)		(48,022)		(21,664)
Capital expenditures for developments	(89,017)		(30,269)		(65,420)
Advances for the purchase of tenant assets, net of repayments	(447)		270		1,488
Investment in unconsolidated real estate ventures	(47,428)		(31,643)		(719)
Deposits for real estate	(4,900)		(2,550)		—
Capital distributions from unconsolidated real estate ventures	46,898		27,028		9,001
Leasing costs paid	(26,762)		(19,852)		(17,394)
Net cash provided by (used in) investing activities	(190,589)		(100,315)		18,290
Cash flows from financing activities:
Repayments of mortgage notes payable	—		—		(94,993)
Proceeds from credit facility borrowings	478,000		154,000		318,000
Repayments of credit facility borrowings	(412,500)		(131,000)		(318,000)
Proceeds from unsecured notes	350,000		—		—
Repayments of unsecured notes	(296,134)		—		—
Debt financing costs paid	(9,875)		—		—
Exercise of stock options, net	—		(63)		47
Shares used for employee taxes upon vesting of share awards	(2,941)		(1,762)		(1,346)
Partner contributions to consolidated real estate venture	—		2,765		—
Repurchase and retirement of common shares	—		—		(60,000)
Redemption of limited partnership units	(4,006)		(2,334)		—
Distributions paid to shareholders	(130,724)		(130,255)		(131,150)
Distributions to noncontrolling interest	(451)		(687)		(747)
Net cash used in financing activities	(28,631)		(109,336)		(288,189)
Decrease in cash and cash equivalents and restricted cash	(9,913)		(18,777)		(44,093)
Cash and cash equivalents and restricted cash at beginning of year	28,300		47,077		91,170
Cash and cash equivalents and restricted cash at end of period	$	18,387	$	28,300	$	47,077

F-9

Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period	$	27,463	$	46,344	$	90,499
Restricted cash, beginning of period	837		733		671
Cash and cash equivalents and restricted cash, beginning of period	$	28,300	$	47,077	$	91,170
Cash and cash equivalents, end of period	$	17,551	$	27,463	$	46,344
Restricted cash, end of period	836		837		733
Cash and cash equivalents and restricted cash, end of period	$	18,387	$	28,300	$	47,077

	Year Ended December 31,
	2022		2021		2020
Supplemental disclosure:
Cash paid for interest, net of capitalized interest during the years ended December 31, 2022, 2021 and 2020 of $10,517, $8,689 and $4,650 respectively	$	85,761	$	72,391	$	79,498
Cash paid for income taxes	902		785		688
Supplemental disclosure of non-cash activity:
Dividends and distributions declared but not paid	32,792		32,765		32,706
Extinguishment of debt costs accrued in financing activities	393		—		—
Change in investment in real estate ventures as a result of deconsolidation	107,057		32,761		—
Change in operating real estate from deconsolidation of operating properties	(92,009)		(30,073)		427,710
Change in investment in real estate ventures from deconsolidation of operating properties	—		—		(296,262)
Change in mortgage notes payable from deconsolidation of operating properties	—		—		(220,271)
Change in other assets as a result of deconsolidation of operating properties	(15,048)		(2,688)		1,471
Change in capital expenditures financed through accounts payable at period end	(6,135)		22,744		(9,949)
Change in capital expenditures financed through retention payable at period end	(7,165)		(613)		284

The accompanying notes are an integral part of these consolidated financial statements.

F-10

BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit and per unit information)

	December 31, 2022		December 31, 2021
ASSETS
Real estate investments:
Operating properties	$	3,617,240	$	3,472,602
Accumulated depreciation	(1,063,060)		(957,450)
Right of use asset - operating leases, net	19,664		20,313
Operating real estate investments, net	2,573,844		2,535,465
Construction-in-progress	218,869		277,237
Land held for development	76,499		114,604
Prepaid leasehold interests in land held for development, net	35,576		27,762
Total real estate investments, net	2,904,788		2,955,068
Assets held for sale, net	—		562
Cash and cash equivalents	17,551		27,463
Accounts receivable	11,003		11,875
Accrued rent receivable, net of allowance of $3,947 and $4,133 as of December 31, 2022 and December 31, 2021, respectively	179,771		167,210
Investment in unconsolidated real estate ventures	567,635		435,506
Deferred costs, net	96,639		86,862
Intangible assets, net	18,451		28,556
Other assets	78,667		133,094
Total assets	$	3,874,505	$	3,846,196
LIABILITIES AND PARTNERS' EQUITY
Unsecured credit facility	$	88,500	$	23,000
Unsecured term loan, net	248,168		249,608
Unsecured senior notes, net	1,628,370		1,580,978
Accounts payable and accrued expenses	132,440		150,151
Distributions payable	32,792		32,765
Deferred income, gains and rent	25,082		23,849
Intangible liabilities, net	10,322		12,981
Lease liability - operating leases	23,166		22,962
Other liabilities	52,331		48,683
Total liabilities	$	2,241,171	$	2,144,977
Commitments and contingencies (See Note 20)
Redeemable limited partnership units at redemption value; 516,467 and 823,983 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	3,195		11,140
Brandywine Operating Partnership, L.P.'s equity:
General Partnership Capital; 171,569,807 and 171,126,257 units issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	1,623,738		1,689,611
Accumulated other comprehensive income (loss)	3,569		(2,366)
Total Brandywine Operating Partnership, L.P.'s equity	1,627,307		1,687,245
Noncontrolling interest - consolidated real estate ventures	2,832		2,834
Total partners' equity	$	1,630,139	$	1,690,079
Total liabilities and partners' equity	$	3,874,505	$	3,846,196

The accompanying notes are an integral part of these consolidated financial statements.

F-11

BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except unit and per unit information)

	Year Ended December 31,
	2022		2021		2020
Revenue
Rents	$	470,851	$	451,519	$	513,504
Third party management fees, labor reimbursement and leasing	24,132		26,444		18,580
Other	11,117		8,856		2,768
Total revenue	506,100		486,819		534,852
Operating expenses
Property operating expenses	130,209		121,890		132,172
Real estate taxes	53,645		53,621		63,032
Third party management expenses	10,547		12,800		10,252
Depreciation and amortization	177,984		178,105		188,283
General and administrative expenses	35,006		30,153		30,288
Provision for impairment	4,663		—		—
Total operating expenses	412,054		396,569		424,027
Gain on sale of real estate
Net gain on disposition of real estate	17,677		142		289,461
Net gain on sale of undepreciated real estate	8,007		2,903		201
Total gain on sale of real estate	25,684		3,045		289,662
Operating income	119,730		93,295		400,487
Other income (expense):
Interest and investment income	1,905		8,295		1,939
Interest expense	(68,764)		(62,617)		(73,911)
Interest expense - amortization of deferred financing costs	(3,091)		(2,836)		(2,904)
Equity in loss of unconsolidated real estate ventures	(22,016)		(26,697)		(18,584)
Net gain on real estate venture transactions	26,718		2,973		75
Loss on early extinguishment of debt	(435)		—		—
Net income before income taxes	54,047		12,413		307,102
Income tax (provision) benefit	(55)		(47)		224
Net income	53,992		12,366		307,326
Net (income) loss attributable to noncontrolling interests - consolidated real estate ventures	2		3		(20)
Net income attributable to Brandywine Operating Partnership	53,994		12,369		307,306
Nonforfeitable dividends allocated to unvested restricted unitholders	(456)		(421)		(410)
Net income attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P.	$	53,538	$	11,948	$	306,896
Basic income per Common Partnership Unit	$	0.31	$	0.07	$	1.77
Diluted income per Common Partnership Unit	$	0.31	$	0.07	$	1.77
Basic weighted average common partnership units outstanding	172,036,481		171,770,843		172,907,713
Diluted weighted average common partnership units outstanding	172,870,758		173,165,898		173,298,710

The accompanying notes are an integral part of these consolidated financial statements.

F-12

BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Year Ended December 31,
	2022		2021		2020
Net income	$	53,992	$	12,366	$	307,326
Comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments	5,371		4,817		(5,972)
Amortization of interest rate contracts (1)	564		752		752
Total comprehensive income (loss)	5,935		5,569		(5,220)
Comprehensive income	59,927		17,935		302,106
Comprehensive (income) loss attributable to noncontrolling interest - consolidated real estate ventures	2		3		(20)
Comprehensive income attributable to Brandywine Operating Partnership	$	59,929	$	17,938	$	302,086

(1)Amounts reclassified from comprehensive income to interest expense within the Consolidated Statement of Operations.

The accompanying notes are an integral part of these consolidated financial statements.

F-13

BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY

For the Years ended December 31, 2022, 2021 and 2020

(in thousands, except Units)

	General Partner Capital
	Units	Amount		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest - Consolidated Real Estate Ventures		Total Partners' Equity
BALANCE, December 31, 2019	176,480,095	$	1,674,539	$	(2,715)	$	1,091	$	1,672,915
Net income		307,306				20		307,326
Other comprehensive loss				(5,220)				(5,220)
Deferred compensation obligation	32,256	(206)						(206)
Repurchase and retirement of LP units	(6,248,483)	(59,999)						(59,999)
Distributions from consolidated real estate ventures						(22)		(22)
Share-based compensation activity	309,096	6,236						6,236
Sale of partnership interest to consolidated real estate venture						(1,017)		(1,017)
Adjustment of redeemable partnership units to liquidation value at period end		3,074						3,074
Distributions declared to general partnership unitholders $0.76 per unit)		(130,005)						(130,005)
BALANCE, December 31, 2020	170,572,964	$	1,800,945	$	(7,935)	$	72	$	1,793,082
Net income		12,369				(3)		12,366
Other comprehensive income				5,569				5,569
Deferred compensation obligation	(18,058)	(198)						(198)
Issuance of LP Units	226,695	3,052						3,052
Repurchase and retirement of LP units		(2,334)						(2,334)
Issuance of partnership interest in consolidated real estate ventures						2,765		2,765
Share-based compensation activity	344,656	6,354						6,354
Adjustment of redeemable partnership units to liquidation value at period end		(232)						(232)
Distributions declared to general partnership unitholders ($0.76 per unit)		(130,345)						(130,345)
BALANCE, December 31, 2021	171,126,257	$	1,689,611	$	(2,366)	$	2,834	$	1,690,079
Net income		53,994				(2)		53,992
Other comprehensive income				5,935				5,935
Deferred compensation obligation	(25,979)	(312)						(312)
Repurchase and retirement of LP units		(4,006)						(4,006)
Share-based compensation activity	469,529	7,718						7,718
Adjustment of redeemable partnership units to liquidation value at period end		7,555						7,555
Distributions declared to general partnership unitholders ($0.76 per unit)		(130,822)						(130,822)
BALANCE, December 31, 2022	171,569,807	$	1,623,738	$	3,569	$	2,832	$	1,630,139

The accompanying notes are an integral part of these consolidated financial statements.

F-14

BRANDYWINE OPERATING PARTNERSHIP L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2022		2021		2020
Cash flows from operating activities:
Net income	$	53,992	$	12,366	$	307,326
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	177,984		178,105		188,283
Amortization of deferred financing costs	3,091		2,836		2,904
Amortization of debt discount/(premium), net	(5,254)		(1,951)		(568)
Amortization of stock compensation costs	8,939		7,130		6,627
Straight-line rent income	(13,631)		(13,485)		(14,743)
Amortization of acquired above (below) market leases, net	(2,581)		(5,377)		(4,867)
Straight-line ground rent expense	814		918		1,455
Provision for doubtful accounts	—		—		1,049
Net gain on real estate venture transactions	(26,718)		(2,973)		(75)
Loss on promoted interest in unconsolidated real estate venture	—		—		—
Total gain on sale of real estate	(25,684)		(3,045)		(289,662)
Loss on early extinguishment of debt	435		—		—
Provision for impairment	4,663		—		—
Loss from unconsolidated real estate ventures, including income distributions	23,522		26,697		18,584
Income tax provision (benefit)	55		47		(224)
Changes in assets and liabilities:
Accounts receivable	1,328		2,506		(2,031)
Other assets	(1,120)		(19,325)		(5,034)
Accounts payable and accrued expenses	5,405		2,974		14,374
Deferred income, gains and rent	1,567		2,986		(12,149)
Other liabilities	2,500		465		14,557
Net cash provided by operating activities	209,307		190,874		225,806
Cash flows from investing activities:
Acquisition of properties	(3,446)		—		(41,950)
Proceeds from the sale of properties	64,210		10,303		278,114
Proceeds from insurance	—		1,250		—
Proceeds from note receivable	44,300		50,000		—
Issuance of note receivable	—		—		(50,000)
Capital expenditures for tenant improvements	(86,774)		(56,830)		(73,166)
Capital expenditures for redevelopments	(87,223)		(48,022)		(21,664)
Capital expenditures for developments	(89,017)		(30,269)		(65,420)
Advances for the purchase of tenant assets, net of repayments	(447)		270		1,488
Investment in unconsolidated real estate ventures	(47,428)		(31,643)		(719)
Deposits for real estate	(4,900)		(2,550)		—
Capital distributions from unconsolidated real estate ventures	46,898		27,028		9,001
Leasing costs paid	(26,762)		(19,852)		(17,394)
Net cash provided by (used in) investing activities	(190,589)		(100,315)		18,290
Cash flows from financing activities:
Repayments of mortgage notes payable	—		—		(94,993)
Proceeds from credit facility borrowings	478,000		154,000		318,000
Repayments of credit facility borrowings	(412,500)		(131,000)		(318,000)
Proceeds from unsecured notes	350,000		—		—
Repayments of unsecured notes	(296,134)		—		—
Debt financing costs paid	(9,875)		—		—
Exercise of stock options, net	—		(63)		47
Shares used for employee taxes upon vesting of share awards	(2,941)		(1,762)		(1,346)
Partner contributions to consolidated real estate venture	—		2,765		—
Repurchase and retirement of common units	—		—		(60,000)
Redemption of limited partnership units	(4,006)		(2,334)		—
Distributions paid to preferred and common partnership units	(131,175)		(130,942)		(131,897)
Net cash used in financing activities	(28,631)		(109,336)		(288,189)
Decrease in cash and cash equivalents and restricted cash	(9,913)		(18,777)		(44,093)
Cash and cash equivalents and restricted cash at beginning of year	28,300		47,077		91,170
Cash and cash equivalents and restricted cash at end of period	$	18,387	$	28,300	$	47,077

F-15

Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period	$	27,463	$	46,344	$	90,499
Restricted cash, beginning of period	837		733		671
Cash and cash equivalents and restricted cash, beginning of period	$	28,300	$	47,077	$	91,170
Cash and cash equivalents, end of period	$	17,551	$	27,463	$	46,344
Restricted cash, end of period	836		837		733
Cash and cash equivalents and restricted cash, end of period	$	18,387	$	28,300	$	47,077

	Year Ended December 31,
	2022		2021		2020
Supplemental disclosure:
Cash paid for interest, net of capitalized interest during the years ended December 31, 2022, 2021 and 2020 of $10,517, $8,689 and $4,650 respectively	$	85,761	$	72,391	$	79,498
Cash paid for income taxes	902		785		688
Supplemental disclosure of non-cash activity:
Dividends and distributions declared but not paid	32,792		32,765		32,706
Extinguishment of debt costs accrued in financing activities	393		—		—
Change in investment in real estate ventures as a result of deconsolidation	107,057		32,761		—
Change in operating real estate from deconsolidation of operating properties	(92,009)		(30,073)		427,710
Change in investment in real estate ventures from deconsolidation of operating properties	—		—		(296,262)
Change in mortgage notes payable from deconsolidation of operating properties	—		—		(220,271)
Change in other assets as a result of deconsolidation of operating properties	(15,048)		(2,688)		1,471
Change in capital expenditures financed through accounts payable at period end	(6,135)		22,744		(9,949)
Change in capital expenditures financed through retention payable at period end	(7,165)		(613)		284

The accompanying notes are an integral part of these consolidated financial statements.

F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP

Brandywine Realty Trust (the Parent “Company”) is a self-administered and self-managed real estate investment trust (“REIT”) engaged in the acquisition, development, redevelopment, ownership, management, and operation of a portfolio of office and mixed-use properties. The Parent Company owns its assets and conducts its operations through Brandywine Operating Partnership, L.P. (the “Operating Partnership”) and subsidiaries of the Operating Partnership. The Parent Company is the sole general partner of the Operating Partnership and, as of December 31, 2022, owned a 99.7% interest in the Operating Partnership. The Parent Company’s common shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol “BDN.” The Parent Company, the Operating Partnership, and their consolidated subsidiaries are collectively referred to as the “Company.”

As of December 31, 2022, the Company owned 77 properties that contained an aggregate of approximately 13.6 million net rentable square feet (collectively, the “Properties”). The Company’s core portfolio of operating properties (the “Core Properties”) excludes development properties, redevelopment properties, and properties held for sale. The Properties were comprised of the following as of December 31, 2022:

	Number of Properties	Rentable Square Feet
Office properties	67	11,848,707
Mixed-use properties	5	942,334
Core Properties	72	12,791,041
Development property	2	350,488
Redevelopment properties	3	436,659
The Properties	77	13,578,188

In addition to the Properties, as of December 31, 2022, the Company owned 159.9 acres of land held for development. The Company also held a leasehold interest in one land parcel totaling 0.8 acres, acquired through a prepaid 99-year ground lease, and held options to purchase approximately 55.1 additional acres of undeveloped land. As of December 31, 2022, the total potential development that this inventory of land could support under current zoning and entitlements, including the parcels under option, amounted to an estimated 11.9 million square feet. 

As of December 31, 2022, the Company also owned economic interests in twelve unconsolidated real estate ventures (see Note 4 “Investment in Unconsolidated Real Estate Ventures” for further information). The Properties and the properties owned by the unconsolidated real estate ventures are primarily located in or near Philadelphia, Pennsylvania; Austin, Texas; Metropolitan Washington, D.C.; Southern New Jersey; and Wilmington, Delaware. 

All references to building square footage, rentable square feet, acres, occupancy percentage, the number of buildings, and tax basis are unaudited.

The Company conducts its third-party real estate management services business primarily through seven management companies (collectively, the “Management Companies”): Brandywine Realty Services Corporation (“BRSCO”), BDN Management Inc. (“BMI”), Brandywine Properties I Limited, Inc. (“BPI”), BDN Brokerage, LLC (“BBL”), Brandywine Properties Management, L.P. (“BPM”), Brandywine Brokerage Services, LLC (“BBS”), and BDN GC Services LLC (“BGCS”). Each of BRSCO, BMI and BPI is a taxable REIT subsidiary. BBS, BBL, BPM, and BGCS are tax disregarded entities wholly owned by the taxable REIT subsidiary entities. As of December 31, 2022, the Operating Partnership owned, directly and indirectly, 100% of each of BRSCO, BMI, BPI, BBL, BPM, BBS, and BGCS. As of December 31, 2022, the Management Company subsidiaries were managing properties containing an aggregate of approximately 23.0 million net rentable square feet, of which approximately 13.6 million net rentable square feet related to Properties owned by the Company and approximately 9.4 million net rentable square feet related to properties owned by third parties and unconsolidated real estate ventures.

F-17

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Change in Depreciable Lives of Real Estate Investments

In accordance with its policy, the Company reviews the estimated useful lives of its real estate investments on an ongoing basis. The estimated useful lives of seven operating properties in Austin, Texas were modified to reflect the estimated periods during which these assets will remain in service pursuant to the Company's Uptown ATX master development plans. The estimated useful lives of these properties were decreased from approximately 35 to approximately 12 coinciding with the remaining terms of in-place leases. The effect of this change in estimate was a $9.8 million and $14.6 million increase in depreciation expense during the years ended December 31, 2021 and 2022, respectively.

Principles of Consolidation

The Company consolidates variable interest entities (“VIEs”) in which it is considered to be the primary beneficiary. VIEs are entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or that the holders of the equity investment at risk do not have a controlling financial interest. The primary beneficiary is defined by the entity having both of the following characteristics: (i) the power to direct those matters that most significantly impact the activities of the VIE and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. For entities that the Company has the obligations to fund losses, its maximum exposure to loss is not limited to the carrying amount of its investments.

The Company continuously assesses its determination of the primary beneficiary for each entity and assesses reconsideration events that may cause a change in the original determinations. 

As of December 31, 2022 and 2021, the Company included in its consolidated balance sheets consolidated VIEs having total assets of $47.3 million and $46.5 million, respectively, and total liabilities of $21.0 million, respectively.

When an entity is not deemed to be a VIE, the Company consolidates entities for which it has significant decision making control over the entity’s operations. The Company’s judgment with respect to its level of influence or control of an entity involves consideration of various factors including the form of the Company’s ownership interest, its representation in the entity’s governance, the size of its investment (including loans), estimates of future cash flows, its ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process and to replace the Company as manager and/or liquidate the venture, if applicable. The Company’s assessment of its influence or control over an entity affects the presentation of these investments in the Company’s consolidated financial statements. In addition to evaluating control rights, the Company consolidates entities in which the outside partner has no substantive kick-out rights to remove the Company as managing member. The portion of the consolidated entities that are not owned by the Company is presented as noncontrolling interest as of and during the periods consolidated. All intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Operating Properties

Operating properties are carried at historical cost less accumulated depreciation and impairment losses. The value of operating properties reflects their purchase price or development cost. Acquisition costs related to business combinations are expensed as incurred, whereas the costs related to asset acquisitions are capitalized as incurred. Costs incurred for the renovation and betterment of an operating property are capitalized to the Company’s investment in that property. Ordinary repairs and maintenance are expensed as incurred.

F-18

Purchase Price Allocation

For acquisitions of real estate or in-substance real estate that are accounted for as business combinations, we recognize the assets acquired (including the intangible value of acquired above- or below-market leases, acquired in-place leases and tenant relationship values), liabilities assumed, noncontrolling interests, and previously existing ownership interests at fair value as of the acquisition date. Any excess (deficit) of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill (bargain purchase gain). Acquisition costs related to business combinations are expensed as incurred.

Acquisitions of real estate and in-substance real estate that do not meet the definition of a business are accounted for as asset acquisitions. The Company generally expects that acquisitions of real estate or in-substance real estate will not meet the definition of business and therefore are accounted for as asset acquisitions, unless specifically noted otherwise. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including acquisition costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in recognition of goodwill or a bargain purchase gain. Additionally, because the accounting model for asset acquisitions is a cost accumulation model, preexisting interests in the acquired assets, if any, are not remeasured to fair value but continue to be accounted for at their historical cost. Direct acquisition costs are capitalized if an asset acquisition is probable. If we determine that an asset acquisition is no longer probable, no new costs are capitalized and all capitalized costs that are not recoverable are written off.

The purchase price is allocated to the acquired assets and assumed liabilities, including land and buildings, as if vacant based on highest and best use for the acquired assets. The Company assesses and considers fair value of the operating properties based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

The Company allocates the purchase price of properties considered to be business combinations and asset acquisitions to net tangible and identified intangible assets acquired based on fair values. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) the Company’s estimate of the fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining noncancellable term of the lease (including the below market fixed renewal periods that are considered probable, if applicable). Capitalized above-market lease values are amortized as a reduction of rental income over the remaining noncancellable terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining noncancellable terms of the respective leases, including any below market fixed-rate renewal option periods that are considered probable.

Other intangible assets also include in-place leases based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. This intangible asset is amortized to expense over the remaining term of the respective leases and any fixed-rate bargain renewal periods. Factors considered by the Company in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance, and other operating expenses, and estimates of lost rents at market rates during the expected lease-up periods, which primarily range from four to twelve months. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the tangible and intangible assets acquired. The Company also uses the information obtained as a result of its pre-acquisition due diligence as part of its consideration of the accounting standard governing asset retirement obligations and when necessary, will record a conditional asset retirement obligation as part of its purchase price. The Company also evaluates tenant relationships on a tenant-specific basis. On most of the Company’s acquisitions, this intangible has not been material and, as a result, no value has been assigned.

In the event that a tenant terminates its lease, the unamortized portion of each intangible, including in-place lease values and tenant relationship values, is charged to expense and market rate adjustments (above or below) are recorded to revenue.

F-19

Depreciation and Amortization

The costs of buildings and improvements are depreciated using the straight-line method based on the following useful lives: buildings and improvements (5 to 55 years) and tenant improvements (the shorter of (i) the life of the asset (1 to 16 years) or (ii) the lease term).

Construction-in-Progress

Project costs directly associated with the development or redevelopment and construction of a real estate project are capitalized as construction-in-progress. Construction-in-progress also includes costs related to ongoing tenant improvement projects. In addition, interest, real estate taxes, and other expenses that are directly associated with the Company’s development or redevelopment activities are capitalized beginning when activities necessary to ready the asset for its intended use are in progress and capital expenditures have been made and ending when the property is placed in service. Interest expense is capitalized using the Company’s weighted average interest rate. Internal direct costs are capitalized to projects in which qualifying expenditures are being incurred. See Note 3 “Real Estate Investments,” for more information related to the capitalization of project costs.

Ground Leases

The Company is the lessee under long-term ground leases classified as operating leases. The Company makes significant assumptions and judgments when determining the discount rate for the lease to calculate the present value of the lease payments. As the rate implicit in the lease is not readily determinable, the Company estimates the incremental borrowing rate (“IBR”) that it would need to pay to borrow, on a collateralized basis, an amount equal to the lease payments in a similar economic environment, over a similar lease term. The Company utilizes a market-based approach to estimate the IBR for each individual lease. The base IBR is estimated utilizing observable mortgage and corporate bond rates, which are then adjusted to account for considerations related to the Company’s credit rating and the lease term to select an incremental borrowing rate for each lease.

The right of use assets and lease liabilities are presented as “Right of use asset - operating leases, net” and “Lease liability - operating leases”, respectively, on the consolidated balance sheet as of December 31, 2022 and 2021, respectively. The lease liabilities and right of use assets are amortized on a straight-line basis over the lease term with the corresponding expense classified in “Property operating expenses” on the consolidated statements of operations.

The most recent CPI adjustment is used to determine the present value of the lease payments for an indexed lease and ultimately the right of use asset and corresponding lease liability. Rent payments for amounts in excess of this estimated growth rate will be expensed on a cash basis as incurred and are considered variable lease costs.

Impairment of Real Estate Investments

The Company reviews its real estate investments for impairment following the end of each quarter for each of its real estate investments where events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company updates leasing and other assumptions regularly, paying particular attention to real estate investments where there is an event or change in circumstances that indicates an impairment in value. Additionally, the Company considers strategic decisions regarding the future development plans for real estate investment under development and other market factors. For real estate investments to be held and used, the Company analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets over, in most cases, a 10-year hold period. If there is significant possibility that the Company will dispose of assets earlier, it analyzes the recoverability using a probability weighted analysis of the undiscounted future cash flows expected to be generated from the operations and eventual disposition of each asset using various probable hold periods. If the recoverability analysis indicates that the carrying value of the tested real estate investment is not recoverable, the real estate investment is written down to its fair value and an impairment is recognized in the amount of the excess of the carrying amount of the asset over its fair value. If and when the Company’s plans change, it revises its recoverability analysis to use cash flows expected from operations and eventual disposition of each asset using hold periods that are consistent with its revised plans.

Estimated future cash flows used in such analysis are based on the Company’s plans for the real estate investment and its views of market economic conditions. The estimates consider assumptions, including but not limited to market rental rates, capitalization rates, and recent sales data for comparable real estate investments. Future cash flows are discounted when

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determining fair value of an asset. Most of these assumptions are influenced by our direct experience with the real estate investments and their markets as well as market data obtained from real estate leasing and brokerage firms.

Assets Held for Sale

The Company generally reclassifies assets to held for sale when the transaction has been approved by its Board of Trustees, or by officers vested with authority to approve the transaction, and there are no known significant contingencies relating to the sale of the real estate investment within one year of the consideration date and the consummation of the transaction is otherwise considered probable. When a real estate investment is designated as held for sale, the Company stops depreciating the real estate investment and estimates the real estate investment’s fair value, net of selling costs. If the determination is made that the estimated fair value, net of selling costs, is less than the net carrying value of the real estate investment, an impairment is recognized, reducing the net carrying value of the real estate investment to estimated fair value less selling costs. For periods in which a real estate investment is classified as held for sale, the Company classifies the assets and liabilities, as applicable, of the real estate investment as held for sale on the consolidated balance sheet for such periods.

Impairment of Land Held for Development

When demand for build-to-suit properties declines and the ability to sell land held for development deteriorates, or other market factors indicate possible impairment in the recoverability of land held for development, it is reviewed for impairment by comparing its fair value to its carrying value. If the estimated sales value is less than the carrying value, the carrying value is written down to its estimated fair value. Estimated fair value is generally determined using a market valuation approach, comparing the subject property to recent comparable market transactions in a similar location; or using estimated cash flows.

Cash and Cash Equivalents

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less. The Company maintains cash equivalents in money market accounts with financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions. The Company does not invest its available cash balances in money market funds. As such, available cash balances are appropriately reflected as cash and cash equivalents on the consolidated balance sheets.

Restricted Cash

Restricted cash consists of cash held as collateral to provide credit enhancement for the Company’s mortgage debt, cash for property taxes, capital expenditures and tenant improvements. Restricted cash also includes cash held by qualified intermediaries for possible investments in like-kind exchanges in accordance with Section 1031 of the Internal Revenue Code in connection with sales of the Company’s properties. Restricted cash is included in “Other assets” in the consolidated balance sheets.

Accounts Receivable and Accrued Rent Receivable

Generally, leases with tenants are accounted for as operating leases. Minimum lease payments under tenant leases are recognized on a straight-line basis over the term of the related lease. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payment terms are recorded as “Accrued rent receivable, net” on the consolidated balance sheets. Included in current tenant receivables are tenant reimbursements which are comprised of amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses that are recognized as revenue in the period in which the related expenses are incurred.

Accrued rent receivables are carried net of the allowances for doubtful accounts. The allowance for doubtful accounts is an estimate based on the Company's experience of the probability of future events confirming a loss and represents the estimated probable losses. The allowance is generally calculated by assigning risk factors by industry which are primarily based on the Company's historical collection and charge-off experience adjusted for current market conditions, which requires management's judgment.

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Investments in Unconsolidated Real Estate Ventures

Under the equity method, investments in real estate ventures are recorded initially at cost and subsequently adjusted for equity in earnings, contributions, distributions, and impairments. The Company generally allocates income and losses from the unconsolidated real estate ventures based on the venture's distribution priorities, which may be different from its stated ownership percentage. For real estate ventures that are constructing assets to commence planned principal operations, the Company capitalizes interest expense to the extent that it is recoverable using the Company’s weighted average interest rate of consolidated debt and its investment balance as a basis. Planned principal operations commence when a property is available to lease and at that point in time, the Company ceases capitalizing interest to its investment basis.

At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Company’s investments in real estate ventures. If any indicators of impairment are present, we calculate the fair value of the investment in the unconsolidated real estate venture. An investment is other than temporarily impaired only if the fair value of the investment in a real estate venture, as estimated by management, is less than the carrying value and the decline is other than temporary. To the extent that an other than temporary impairment has occurred, an impairment charge is recorded in the amount of the excess of the carrying amount of the investment over the estimated fair value. Management is required to make significant judgments about the estimated fair value of its investments to determine if an impairment exists. Fair value is generally determined through income valuation approaches, including discounted cash flows and direct capitalization models.

When the Company acquires an interest in or contributes assets to a real estate venture project, the difference between the Company’s cost basis in the investment and the value of the real estate venture or asset contributed is amortized over the life of the related assets, intangibles, and liabilities and such adjustment is included in the Company’s share of equity in income of unconsolidated real estate ventures.

Deferred Costs

Certain costs incurred in connection with property leasing are capitalized as deferred leasing costs. Deferred leasing costs consist primarily of third-party and internal leasing commissions that are amortized using the straight-line method over the life of the respective lease which generally ranges from 1 to 16 years. Management re-evaluates the remaining useful lives of leasing costs in conjunction with changes in the respective lease term.

Notes Receivable

The Company accounts for notes receivable on its balance sheet at amortized cost, net of allowance for loan losses. Interest income is recognized over the term of the notes receivable and is calculated based on the contractual terms of each note agreement. At inception and on a quarterly basis, the Company evaluates notes receivable for the current estimate of expected credit losses over the contractual term using a probability-of-default method and reports in net income (as a credit loss expense) the amount necessary to adjust the allowance for credit losses to reflect management's current estimate. Management considers performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor in its evaluation.

Notes receivable are placed on nonaccrual status when management determines, after considering economic and business conditions and collection efforts, that the loans are impaired, or collection of interest is doubtful. Uncollectible interest previously accrued is recognized as bad debt expense. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received.

Deferred Financing Costs

Costs incurred in connection with debt financing are capitalized as a direct deduction from the carrying value of the debt, except for costs capitalized related to the Company’s unsecured credit facility, which are capitalized within the “Deferred costs, net” caption on the accompanying consolidated balance sheets. Deferred financing costs are charged to interest expense over the terms of the related debt agreements. Deferred financing costs consist primarily of loan fees which are amortized over the related loan term on a basis that approximates the effective interest method. Deferred financing costs are accelerated, when debt is extinguished, as part of the “Interest expense-amortization of deferred financing costs” caption within the Company’s consolidated statements of operations. Original issue discounts are recognized as part of the gain or loss on extinguishment of debt, as appropriate.

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Revenue Recognition

Rental Revenue

The Company generates revenue under leases with tenants occupying the Properties. Generally, leases with tenants are accounted for as operating leases. The operating leases have various expiration dates. As of December 31, 2022 and 2021, the Company did not have any leases classified as direct-financing or sales-type leases.

Fixed lease payments under tenant leases, determined to be collectible, are recognized on a straight-line basis over the term of the related lease. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are recorded as “Accrued rent receivable” on the consolidated balance sheets. Variable lease payments are recognized as lease revenue in the period in which changes occur in facts and circumstances on which the variable lease payments are based.

Topic 842 requires a binary approach to evaluating leases for collectability. Lessors are required to determine if it is probable that substantially all of the lease payments will be collected from the tenant over the lease term. Should the lessor determine that it is not probable that substantially all of the lease payments will be collected, the standard requires that the lessor write off any accrued rent receivable and begin recognizing lease payments on a cash basis.

The Company’s lease revenue is impacted by the Company’s determination of whether improvements to the property, whether made by the Company or by the tenant, are landlord assets. The determination of whether an improvement is a landlord asset requires judgment. In making this judgment, the Company’s primary consideration is whether an improvement would be utilizable by another tenant upon the then-existing tenant vacating the improved space. If the Company has funded an improvement that it determines not to be landlord assets, then it treats the cost of the improvement as a lease incentive. If the tenant has funded an improvement that the Company determines to be landlord assets, then the Company treats the costs of the improvement as deferred revenue and amortizes these costs into revenue over the lease term.

For certain leases, the Company also makes significant assumptions and judgments in determining the lease term, including assumptions when the lease provides the tenant with an early termination option or purchase option. The lease term impacts the period over which the Company determines and records lease payments and also impacts the period over which it amortizes lease-related costs. The Company considers all relevant factors that create an economic incentive for the lessee and uses judgment to determine if those factors, considered together, signify that the lessee is reasonably certain to exercise the option. For leases where a tenant executes a lease termination, termination fees are generally recognized over the modified term of the lease as rental income. Additionally, any deferred rents receivable are accelerated over the modified lease term.

The Company’s leases also typically provide for tenant reimbursement of a portion of common area maintenance expenses and other operating expenses to the extent that a tenant’s pro rata share of expenses exceeds a base year level set in the lease or to the extent that the tenant has a lease on a triple net basis. As the timing and pattern of revenue recognition is the same, rents and tenant reimbursements are treated as a combined lease component and included in the “Rents” caption within the Company's consolidated statements of operations.

Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the lease term, including amortization of lease incentives and above or below market rent intangibles, and parking income that is fixed under a long-term contract. Variable lease payments include reimbursements billed to tenants, termination fees, bad debt expense, and parking income that is not fixed under a long-term contract.

Point of Sale Revenue

Point of sale revenue consists of parking, restaurant, and flexible stay revenue from the Company’s hotel operations. Point of sale service obligations are performed daily, and the customer obtains control of those services simultaneously as they are performed. Accordingly, revenue is recorded on an accrual basis as it is earned, coinciding with the services that are provided to the Company’s customers. Parking and flexible stay revenue is recognized within rents and restaurant income is recognized within other income on the consolidated statements of operations.

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Third party management fees, labor reimbursement, and leasing

The Company performs property management services for its managed real estate ventures and third-party property owners of real estate that consist of: (i) providing leasing services, (ii) property inspections, (iii) repairs and maintenance monitoring, and (iv) financial and accounting oversight. For these services, the Company earns management fees monthly, which are based on a fixed percentage of each managed property’s financial results, and is reimbursed for the labor costs incurred by its property management employees as services are rendered to the property owners. The Company determined that control over the services is passed to its customers simultaneously as performance occurs. Accordingly, management fee revenue is earned as the services are provided to the Company’s customers.

Lease commissions are earned when the Company, as a broker for the third party property owner, executes a lease agreement with a tenant. Based on the terms of the Company’s lease commission contracts, the Company's performance obligation to the customer has been completed upon execution of each lease agreement. The Company’s lease commissions are earned based on a fixed percentage of rental income generated for each executed lease agreement and there is no variable income component.

Development fee revenue is earned through two different sources: (i) the Company performs development services for third parties as an agent and earns fixed development fees based on a percentage of construction costs incurred over the construction period, and (ii) the Company acts as a general contractor on behalf of one of its managed real estate ventures. The Company acts as the principal construction company for the real estate ventures and records gross revenue as it provides construction services based on the quantifiable construction outputs.

In applying the cost based output method of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine its progress towards contract completion and to calculate the corresponding gross revenue and gross profit to recognize. For any costs that do not contribute to satisfying the Company’s performance obligations, it excludes such costs from its output methods of revenue recognition as the amounts are not reflective of transferring control of the outputs to the customer. The use of estimates in this calculation involves significant judgment.

Common Development Cost Estimates for Contributions to Development Joint Ventures

When land is contributed to a development joint venture, estimated common development costs include actual costs incurred and estimates of future common development costs benefiting the property sold. When land is sold, common development costs, if they cannot be specifically identified, are allocated to each sold parcel based upon its relative sales value. For purposes of allocating common development costs, estimates of future sales proceeds and common development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining land parcels available for sale. The common development cost estimates for development joint ventures are highly judgmental as they are sensitive to cost escalation, sales price escalation and pace of absorption, which are subject to judgment and are affected by expectations about future market or economic conditions. Changes in the assumptions used to estimate future common development costs could result in a significant impact on the amounts recorded as net gain on disposition of real estate or net gain on sale of undepreciated real estate.

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The following is a summary of revenue earned by the Company’s reportable segments (see Note 19 “Segment Information,” for further information) during the year ended December 31, 2022 (in thousands):

	Philadelphia CBD		Pennsylvania Suburbs		Austin, Texas		Metropolitan Washington, D.C.		Other		Corporate (a)		Total
Fixed rent	$	151,034	$	116,926	$	60,831	$	16,686	$	9,805	$	(1,895)	$	353,387
Variable rent	51,346		11,615		32,958		1,283		2,644		(35)		99,811
Total lease revenue	202,380		128,541		93,789		17,969		12,449		(1,930)		453,198
Amortization of deferred market rents	1,308		10		1,264		—		—		—		2,582
Daily parking & hotel flexible stay	14,390		—		361		84		236		—		15,071
Total rents	218,078		128,551		95,414		18,053		12,685		(1,930)		470,851
Third party management fees, labor reimbursement and leasing	287		35		486		3,723		1,988		17,613		24,132
Other income	2,510		354		429		123		38		7,663		11,117
Total revenue	$	220,875	$	128,940	$	96,329	$	21,899	$	14,711	$	23,346	$	506,100

The following is a summary of revenue earned by the Company’s reportable segments (see Note 19 “Segment Information,” for further information) during the year ended December 31, 2021 (in thousands):

	Philadelphia CBD		Pennsylvania Suburbs		Austin, Texas		Metropolitan Washington, D.C.		Other		Corporate (a)		Total
Fixed rent	$	149,441	$	113,748	$	62,545	$	12,410	$	8,020	$	(2,240)	$	343,924
Variable rent	41,585		10,358		34,850		646		2,660		(257)		89,842
Total lease revenue	191,026		124,106		97,395		13,056		10,680		(2,497)		433,766
Amortization of deferred market rents	2,064		(9)		3,322		—		—		—		5,377
Daily parking & hotel flexible stay	11,758		159		109		117		233		—		12,376
Total rents	204,848		124,256		100,826		13,173		10,913		(2,497)		451,519
Third party management fees, labor reimbursement and leasing	893		34		452		6,548		3,077		15,440		26,444
Other income	2,117		276		402		144		25		5,892		8,856
Total revenue	$	207,858	$	124,566	$	101,680	$	19,865	$	14,015	$	18,835	$	486,819

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The following is a summary of revenue earned by the Company’s reportable segments (see Note 19 “Segment Information,” for further information) during the year ended December 31, 2020 (in thousands):

	Philadelphia CBD		Pennsylvania Suburbs		Austin, Texas		Metropolitan Washington, D.C.		Other		Corporate (a)		Total
Fixed rent	$	166,286	$	128,044	$	63,366	$	29,830	$	8,064	$	(2,412)	$	393,178
Variable rent	51,410		12,951		35,123		3,544		2,401		(1,343)		104,086
Total lease revenue	217,696		140,995		98,489		33,374		10,465		(3,755)		497,264
Amortization of deferred market rents	1,146		(12)		3,531		—		203		—		4,868
Daily parking & hotel flexible stay	10,777		179		49		135		232		—		11,372
Total rents	229,619		141,162		102,069		33,509		10,900		(3,755)		513,504
Third party management fees, labor reimbursement and leasing	927		39		689		6,541		2,560		7,824		18,580
Other income	1,482		412		224		173		9		468		2,768
Total revenue	$	232,028	$	141,613	$	102,982	$	40,223	$	13,469	$	4,537	$	534,852

(a)Corporate includes intercompany eliminations necessary to reconcile to consolidated Company totals.

Income Taxes

Parent Company

The Parent Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to continue to qualify as a REIT, the Parent Company is required to, among other things, distribute at least 90% of its annual REIT taxable income to its shareholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Parent Company is not subject to federal and state (in states that follow federal rules) income taxes with respect to the portion of its income that meets certain criteria and is distributed annually to its shareholders. Accordingly, a nominal provision for federal and state (as applicable) income taxes is included in the accompanying consolidated financial statements with respect to the operations of the Parent Company. The Parent Company intends to continue to operate in a manner that allows it to meet the requirements for taxation as a REIT. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to federal and state (as applicable) income taxes and may not be able to qualify as a REIT for the four tax years following the year in which it first failed to qualify. The Parent Company is subject to certain local income taxes. Provision for federal income taxes is recorded in the income tax provision line item and state and local income taxes have been included in operating expenses in the Parent Company’s consolidated statements of operations.

The tax basis of the Parent Company’s assets was $3.2 billion and $3.1 billion for the years ended December 31, 2022 and December 31, 2021, respectively.

The Parent Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Parent Company’s ordinary income and (b) 95% of the Parent Company’s net capital gain exceeds cash distributions and certain taxes paid by the Parent Company. No excise tax was incurred in 2022, 2021 or 2020.

The Parent Company has elected to treat several of its subsidiaries as taxable REIT subsidiaries (each a “TRS”). A TRS is subject to federal, state and local income tax. In general, a TRS may perform non-customary services for tenants, hold assets that the Parent Company, as a REIT, cannot hold directly and generally may engage in any real estate or non-real estate related business. The Company’s taxable REIT subsidiaries did not have material tax provisions or deferred income tax items as of December 31, 2022 and December 31, 2021.

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Operating Partnership

In general, the Operating Partnership is not subject to federal and state income taxes, and accordingly, no provision for income taxes has been made in the accompanying consolidated financial statements. The partners of the Operating Partnership are required to include their respective share of the Operating Partnership’s profits or losses in their respective tax returns. The Operating Partnership’s tax returns and the amount of allocable partnership profits and losses are subject to examination by federal and state taxing authorities. For any year beginning on or after January 1, 2017, the Operating Partnership can be assessed with federal income tax in the course of an audit by the IRS. Under the partnership audit rules included in the Bipartisan Budget Act of 2015, the Operating Partnership has the option to make a push-out election and allocate the partnership adjustments to all the former partners for the tax year under audit.

The tax basis of the Operating Partnership’s assets was $3.2 billion and $3.1 billion for the years ended December 31, 2022 and December 31, 2021, respectively.

The Operating Partnership may elect to treat a subsidiary as a REIT under Sections 856 through 860 of the Code, if applicable. Each subsidiary REIT would be required to meet the requirements for treatment as a REIT under Sections 856 through 860 of the Code. If a subsidiary REIT fails to qualify as a REIT in any taxable year, that subsidiary REIT would be subject to federal and state income taxes and would not be able to qualify as a REIT for the four subsequent taxable years. Also, each subsidiary REIT would be subject to certain local income taxes.

The Operating Partnership has elected to treat several of its subsidiaries as TRSs, which are subject to federal, state and local income tax.

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders, as adjusted for unallocated earnings, if any, of certain securities, by the weighted average number of common shares outstanding during the year. Diluted EPS reflects the potential dilution that could occur from common shares issuable in connection with awards under share-based compensation plans, including upon the exercise of stock options, and conversion of the noncontrolling interests in the Operating Partnership. Anti-dilutive shares are excluded from the calculation.

Earnings Per Unit

Basic earnings per unit is computed by dividing net income available to common unitholders, as adjusted for unallocated earnings, if any, of certain securities issued by the Operating Partnership, by the weighted average number of common unit equivalents outstanding during the year. Diluted earnings per unit reflects the potential dilution that could occur from units issuable in connection with awards under share-based compensation plans, including upon the exercise of stock options. Anti-dilutive units are excluded from the calculation.

Share-Based Compensation Plans

The Parent Company maintains a shareholder-approved equity-incentive plan known as the Amended and Restated 1997 Long-Term Incentive Plan (the “1997 Plan”). The 1997 Plan is administered by the Compensation Committee of the Parent Company’s Board of Trustees. Under the 1997 Plan, the Compensation Committee is authorized to award equity and equity-based awards, including incentive stock options, non-qualified stock options, restricted share rights and performance-based share units. The Company's share-based employee compensation plan is described more fully in Note 15 “Share Based Compensation, 401(k) Plan and Deferred Compensation.”

Comprehensive Income

Comprehensive income is recorded in accordance with the provisions of the accounting standard for comprehensive income. The accounting standard establishes standards for reporting comprehensive income and its components in the financial statements. Comprehensive income includes the effective portions of changes in the fair value of derivatives.

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Accounting for Derivative Instruments and Hedging Activities

The Company accounts for its derivative instruments and hedging activities in accordance with the accounting standard for derivative and hedging activities. The accounting standard requires the Company to measure every derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record them on the balance sheet as either an asset or liability. See disclosures below related to the accounting standard for fair value measurements and disclosures.

For derivatives designated as cash flow hedges, the effective portions of changes in the fair value of the derivative are reported in other comprehensive income while the ineffective portions are recognized in earnings.

The Company actively manages its ratio of fixed-to-floating rate debt. To manage its fixed and floating rate debt in a cost-effective manner, the Company, from time to time, enters into interest rate swap agreements as cash flow hedges, under which it agrees to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts.

Fair Value Measurements

The Company estimates the fair value of its derivatives in accordance with the accounting standard for fair value measurements and disclosures. The accounting standard defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Financial assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access;

•Level 2 inputs are inputs, other than quoted prices included in Level 1, which are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and

•Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little if any, related market activity or information.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Non-financial assets and liabilities recorded at fair value on a non-recurring basis include non-financial assets and liabilities measured at fair value in a purchase price allocation and the impairment. The fair values assigned to the Company's purchase price allocations primarily utilize Level 3 inputs. The fair value assigned to the long-lived assets and equity method investments for which there was impairment recorded utilize Level 3 inputs.

Risks and Uncertainties - COVID-19

The ongoing global COVID-19 pandemic, has slowed global economic activity and caused significant volatility in financial markets, causing many to fear a global recession. The responses of many countries, including the U.S., have disrupted the global economy and supply chains and adversely impacted many industries, including owners and developers of real estate. Moreover, there is significant uncertainty related to the COVID-19 pandemic's impact on the U.S. economy and consumer confidence. Demand for space at the Company's properties is dependent on a variety of macroeconomic factors, such as employment levels, interest rates, changes in stock market valuations, rent levels and availability of competing space. The extent to which the COVID-19 pandemic impacts the Company's results will depend on future developments, many of which are highly uncertain and cannot be predicted. The COVID-19 pandemic has caused continued negative economic impacts, market volatility, and business disruption, which could negatively impact the Company's tenants’ ability to pay rent, the

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Company's ability to lease vacant space, and the Company's ability to complete development and redevelopment projects. These consequences, in turn, could materially impact the Company's results of operations.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2024. The guidance may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply elections as applicable as additional changes in the market occur. During the second quarter of 2022, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. In addition, the Company elected to apply the hedge accounting expedients related to changes in critical terms of derivative or hedged transactions, and bilaterally negotiated contract changes for the refinance of the Company's term loan and associated interest rate swap. The Company continues to evaluate the impact of the guidance and may apply elections as applicable as additional changes in the market occur. See Note 9, “Debt Obligations” for further information regarding our remaining LIBOR-indexed obligations.

3. REAL ESTATE INVESTMENTS

As of December 31, 2022 and 2021, the gross carrying value of the operating properties was as follows (in thousands):

	December 31, 2022		December 31, 2021
Land	$	403,998	$	410,144
Building and improvements	2,760,357		2,653,492
Tenant improvements	452,885		408,966
Total	$	3,617,240	$	3,472,602

Construction-in-Progress

Internal direct construction costs totaling $9.3 million in 2022, $7.9 million in 2021, and $8.4 million in 2020 and interest totaling $4.7 million in 2022, $7.0 million in 2021, and $4.6 million in 2020 were capitalized related to the development, redevelopment and construction of tenant improvements of certain properties and land holdings.

During the years ended December 31, 2022, 2021 and 2020, the Company’s internal direct construction costs are comprised of capitalized salaries. The following table shows the amount of compensation costs (including bonuses and benefits) capitalized for the years presented (in thousands):

	December 31,
	2022		2021		2020
Development	$	5,343	$	4,815	$	4,802
Redevelopment	1,484		1,170		543
Tenant Improvements	2,505		1,917		3,021
Total	$	9,332	$	7,902	$	8,366

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2022 Acquisitions

Property/Portfolio Name	Acquisition Date	Location	Property Type	Rentable Square Feet/Acres	Purchase Price
631 Park Avenue	January 21, 2022	King of Prussia, PA	Land	3.3 acres	$	3,650
3151 Market Street (a)	April 29, 2022	Philadelphia, PA	Leasehold Interest	0.8 acres	$	27,349

(a)On April 29, 2022, the Company acquired, through a 99-year ground lease, the leasehold interest in a 0.8-acre land parcel, located at 3151 Market Street, in Philadelphia, Pennsylvania. The Company prepaid $19.5 million of the ground lease, representing 500,000 square feet of buildable floor to area ratio (“FAR”) to be used for the development of 3151 Market Street, and paid $7.8 million for 200,000 square feet of FAR density usable pursuant to the Schuylkill Yards Project master development agreement. The additional density is included in prepaid leasehold interests in land held for development in the consolidated balance sheets. See below regarding disposition of 500,000 square feet of FAR.

2021 Acquisitions

During the year ended December 31, 2021, the Company did not acquire any properties from a third party.

2020 Acquisitions

The following table summarizes the property acquisitions during the year ended December 31, 2020 (dollars in thousands):

Property/Portfolio Name	Acquisition Date	Location	Property Type	Rentable Square Feet/Acres	Purchase Price (a)
155 King of Prussia Road	February 27, 2020	Radnor, PA	Land	7.75 acres	$	11,250
1505-11 Race Street	November 5, 2020	Philadelphia, PA	Office	119,763	$	9,700
250 King of Prussia Road (b)	November 30, 2020	Radnor, PA	Office	169,843	$	20,250

(a)Exclusive of transaction costs and price adjustments. See purchase price allocation table below for a breakout of the net purchase price for wholly owned properties.

(b)This property was placed into redevelopment and is therefore included within Construction-in-progress on the consolidated balance sheets.

The Company accounted for the acquisition of 1501-11 Race Street as an asset acquisition and therefore capitalized $0.3 million of acquisition related costs. The Company utilized a number of sources in making estimates of fair value (including comparative sales transactions and market leasing assumptions) for purposes of allocating the purchase price to tangible and intangible assets acquired The acquisition values have been allocated as follows (in thousands):

	1505-11 Race Street
Building, land and improvements	$	9,723
Intangible assets acquired	2,422
Below market lease liabilities assumed	(2,193)
Total unencumbered acquisition value	9,952
Amortization period of intangible assets	1.5 years
Amortization period of below market liabilities assumed	1.5 years

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Dispositions

The following table summarizes the property dispositions during the years ended December 31, 2022, 2021 and 2020 (dollars in thousands):

Property/Portfolio Name	Disposition Date	Location	Property Type	Rentable Square Feet/Acres	Sales Price		Gain/(Loss) on Sale (a)
200 Barr Harbor Drive	November 22, 2022	West Conshohocken, PA	Office	86,000	$	30,500	$	8,740
11501 Burnett Road (h)	July 29, 2022	Austin, TX	Land	4.7 acres	$	32,513	$	8,340
3151 Market Street (g)	July 14, 2022	Philadelphia, PA	Leasehold Interest	0.8 acres	$	30,394	$	2,583
Gibbsboro Portfolio (f)	June 28, 2022	Gibbsboro, NJ	Office/Land	42,809/4.0 acres	$	4,100	$	831
25 M Street (e)	April 14, 2022	Washington, D.C.	Land	0.8 acres	$	29,675	$	3,836
Gateway G & H	January 20, 2022	Richmond, VA	Land	10.0 acres	$	1,600	$	897
1100 Lenox Drive	September 8, 2021	Lawrenceville, NJ	Land	5.0 acres	$	2,575	$	68
2100-2200 Lenox Drive	July 6, 2021	Lawrenceville, NJ	Land	35.2 acres	$	8,900	$	842
3025 JFK Boulevard	February 2, 2021	Philadelphia, PA	Leasehold Interest	1.0 acre	$	34,800	$	2,000
Mid-Atlantic Office Portfolio (b) (d)	December 21, 2020	Various	Office	1,128,645	$	192,943	$	15,164
One and Two Commerce Square (c)	July 21, 2020	Philadelphia, PA	Office	1,896,142	$	115,000	$	271,905
Keith Valley	June 15, 2020	Horsham, PA	Land	14.0 Acres	$	4,000	$	201
52 East Swedesford Road	March 19, 2020	Malvern, PA	Office	131,077	$	18,000	$	2,336

(a)Gain/(Loss) on Sale is net of closing and other transaction related costs.

(b)The Company sold a 60% equity interest in a portfolio of twelve suburban office properties containing an aggregate of 1.1 million square feet (“Mid-Atlantic Office Portfolio”), nine of which are located in the Pennsylvania suburbs and three of which are located in Maryland, to an unrelated third party for a gross sales price of $192.9 million. The transaction resulted in deconsolidation of the properties and formation of PA/MD NNN Office JV, LLC (“Mid-Atlantic Office JV”). The Company recorded its investment at fair value and recognized a gain of $15.2 million in “Net gain on disposition of real estate” on the consolidated statements of operations. See Note 4 “Investment in Unconsolidated Real Estate Ventures,” for further information.

(c)The Company sold a 30% preferred equity interest in two office buildings located in Philadelphia, Pennsylvania, to an unrelated third party for $115.0 million (the “Commerce Square Venture Transaction”), which resulted in deconsolidation of the properties and formation of Brandywine Commerce I LP and Brandywine Commerce II LP (collectively, the “Commerce Square Venture”). The transaction valued the properties at $600.0 million. The Company recorded its investment at fair value and recognized a gain of $271.9 million in “Net gain on disposition of real estate” on the consolidated statements of operations. See Note 4 “Investment in Unconsolidated Real Estate Ventures,” for further information.

(d)The sales price includes $4.1 million of variable consideration held in escrow that will be released to the Company over a six to nine month holdback period if certain tenants remain in compliance with certain payment terms of their lease agreements. The Company estimated the amount of the variable consideration that it deemed probable of collection and included such amount in the transaction price. The amount estimated as probable of collection was received during 2021. The Company will continue to evaluate the probability of collection on the remaining holdback and recognize any changes to the amount deemed probable as incremental gain on sale.

(e)On September 30, 2022, the Company recognized $0.4 million of additional gain on disposition of real estate.

(f)Includes $0.7 million of gain on sale of undepreciated real estate and $0.1 million of gain on disposition of real estate included within the consolidated statements of operations for the twelve months ended December 31, 2022.

(g)On July 14, 2022, the Company contributed 500,000 square feet of FAR relating to its 99-year prepaid leasehold interest at 3151 Market Street in Philadelphia, Pennsylvania, acquired on April 29, 2022, to a newly formed joint venture with an unaffiliated third party. The Company's initial deemed contribution in the project was $30.4 million and the transaction resulted in deconsolidation of the property and conversion of Brandywine 3151 Market, LP, (formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture (“3151 Market Street Venture”). The Company recorded its investment at fair value and recognized a gain, net of transaction costs, of $2.6 million, in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

(h)On July 29, 2022, the Company contributed a 4.7 acre parcel of land held for development at 11501 Burnet Road in Austin, Texas to a newly formed joint venture with an unaffiliated third party. The project is part of the Uptown ATX master development. The Company's combined contributed initial land investment in the project was $32.5 million and the transaction resulted in the deconsolidation of the property and formation of Brandywine Uptown Office LLC and Brandywine One Uptown Multifamily LLC, (together, “One Uptown Ventures)”). The Company recorded its investment at fair value and recognized a gain of $8.3 million in “Net gain on disposition of real estate” on the consolidated statements of operations. Gain on sale of $8.3 million is calculated as the difference between the estimated relative sales value of the contributed land and the estimated total cost allocations per block. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

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3025 JFK Venture

In addition, on February 2, 2021, the Company contributed its investment in a 99-year prepaid leasehold interest in a one-acre land parcel held for development at 3025 JFK Boulevard in Philadelphia, Pennsylvania to a newly formed joint venture with an unaffiliated third party. The project is part of the Schuylkill Yards master development. The Company's investment in the project was valued at $34.8 million and the transaction resulted in deconsolidation of the property and conversion of Brandywine Opportunity Fund, L.P. (formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture (“3025 JFK Venture”). The Company recorded its investment at fair value and recognized a gain of $2.0 million in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

3151 Market Venture

On July 14, 2022, the Company contributed 500,000 square feet of FAR relating to its 99-year prepaid leasehold interest at 3151 Market Street in Philadelphia, Pennsylvania, acquired on April 29, 2022, to a newly formed joint venture with an unaffiliated third party. The Company's initial deemed contribution in the project was $30.4 million and the transaction resulted in deconsolidation of the property and conversion of Brandywine 3151 Market, LP, (formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture (“3151 Market Street Venture”). The Company recorded its investment at fair value and recognized a gain, net of transaction costs, of $2.6 million, in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

Subsequent to December 31, 2022, the Company contributed an additional 200,000 square feet of FAR density, usable pursuant to the Schuylkill Yards Project master development agreement to the 3151 Market Street Venture pursuant to amendment to the partnership agreement. The Company deconsolidated the prepaid ground lease of $7.8M and recorded its investment in the 3151 Market Street Venture at fair value and recognized a gain, net of transaction costs, of $0.8 million.

Held for Use Impairment

During the year ended December 31, 2022, the Company recognized an impairment loss totaling approximately $4.7 million on a property located in the Metropolitan Washington, D.C. segment. The Company’s estimated fair value, is considered Level 3 in accordance with ASC 820, and was based on a pending offer form a third party to acquire the property and the subsequent execution of a purchase and sale agreement.

Held for Sale

As of December 31, 2022, the Company had no assets held for sale.

As of December 31, 2021, the Company determined that the sale of two adjacent parcels of land within the Other segment totaling 10.0 acres was probable and classified these properties as held for sale. As such, $0.6 million was classified as Assets held for sale, net” on the consolidated balance sheets. The Company closed on the sale of the two parcels of land on January 20, 2022 for an aggregate sales price of $1.6 million.

As of December 31, 2020, the Company determined that the sale of two parcels of land within the Other segment totaling 35.2 acres was probable and classified these properties as held for sale. As such, $7.3 million was classified as “Assets held for sale, net” on the consolidated balance sheets as of December 31, 2020.

4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

As of December 31, 2022, the Company held ownership interests in twelve unconsolidated real estate ventures for a net aggregate investment balance of $532.2 million, which includes a negative investment balance in one unconsolidated real estate venture of $35.4 million, reflected within “Other liabilities” on the consolidated balance sheets. As of December 31, 2022, five of the real estate ventures owned properties that contained an aggregate of approximately 9.1 million net rentable square feet of office space; two real estate ventures owned 1.4 acres of land held for development; four real estate venture owned 7.5 acres of land in active development; and one real estate venture owned a mixed used tower comprised of 250 apartment units and 0.2 million net rentable square feet of office/retail space.

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The Company accounts for its interests in the unconsolidated real estate ventures, which range from 15% to 70%, using the equity method. Certain of the unconsolidated real estate ventures are subject to specified priority allocations of distributable cash.

The Company earned management fees from the unconsolidated real estate ventures of $8.2 million, $8.1 million and $4.7 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company earned leasing commissions from the unconsolidated real estate ventures of $2.5 million, $3.8 million and $1.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company had outstanding accounts receivable balances from the unconsolidated real estate ventures of $2.9 million and $2.5 million as of December 31, 2022 and 2021, respectively.

The amounts reflected in the following tables (except for the Company’s share of equity in income) are based on the financial information of the individual unconsolidated real estate ventures. The Company records operating losses of a real estate venture in excess of its investment balance if the Company is liable for the obligations of the real estate venture or is otherwise committed to provide financial support to the real estate venture.

The Company’s investment in the unconsolidated real estate ventures as of December 31, 2022 and 2021, and the Company’s share of the unconsolidated real estate ventures’ income (loss) for the years ended December 31, 2022, 2021, and 2020 was as follows (in thousands):

	Ownership Percentage	Carrying Amount				Company's Share of unconsolidated real estate venture Income (Loss)						Unconsolidated Real Estate Venture Debt at 100%, gross
		2022		2021		2022		2021		2020		2022		2021
Office Properties
Commerce Square Venture	70% (a)	$	238,105	$	247,798	$	(12,128)	$	(15,501)	$	(9,150)	$	206,737	$	213,069
Mid-Atlantic Office Venture	40% (a)	31,005		31,680		412		932		96		128,904		123,015
Brandywine - AI Venture LLC	50%	—		—		—		(721)		185		—		—
Herndon Innovation Center Metro Portfolio Venture, LLC	15%	15,304		15,844		(536)		(174)		(358)		207,302		207,302
MAP Venture (b)	50%	(35,411)		(24,396)		(8,340)		(8,683)		(6,570)		182,053		184,263
Cira Square	20%	27,815		—		(985)		—		—		257,700		—
Other
4040 Wilson Venture (c)	50%	29,633		31,059		(1,211)		(2,258)		(2,162)		145,070		145,000
1919 Venture (d)	50%	—		13,791		1,392		427		59		—		88,860
Development Properties
3025 JFK Venture (c)	55%	57,630		56,370		(35)		(118)		—		60,118		—
JBG - 51 N Street (c)	70%	21,208		21,213		(382)		(402)		(457)		—		—
JBG - 1250 First Street Office (c)	70%	17,759		17,751		(195)		(199)		(227)		—		—
3151 Market Street Venture (c)	55%	63,751		—		(8)		—		—		—		—
One Uptown - Office (c)	50%	34,980		—		—		—		—		16,895		—
One Uptown - Multifamily (c)	50%	30,445		—		—		—		—		—		—
		$	532,224	$	411,110	$	(22,016)	$	(26,697)	$	(18,584)	$	1,204,779	$	961,509

(a)Ownership percentage represents the Company’s combined interest including preferred and common equity holdings. See “Commerce Square Venture” and “Mid-Atlantic Office JV” sections below for more information.

(b)Included within “Other Liabilities” on the consolidated balance sheet.

(c)This entity is a VIE.

(d)On November 30, 2022, the Company sold its interest in 1919 Venture. See “1919 Venture” sections for more information on the disposal.

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The following is a summary of the financial position of the unconsolidated real estate ventures in which the Company held interests as of December 31, 2022 and December 31, 2021 (in thousands):

	December 31, 2022		December 31, 2021
Net property	$	2,117,226	$	1,563,263
Other assets	506,213		434,687
Other liabilities	446,101		331,947
Debt, net	1,198,213		956,668
Equity (a)	979,125		709,335

(a)This amount does not include the effect of the basis difference between the Company's historical cost basis and the basis recorded at the real estate venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from the impairment of investments, purchases of third party interests in existing real estate ventures and upon the transfer of assets that were previously owned by the Company into a real estate venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the real estate venture level.

The following is a summary of results of operations of the unconsolidated real estate ventures in which the Company held interests during the twelve-month periods ended December 31, 2022, 2021 and 2020 (in thousands):

	Year Ended December 31,
	2022		2021		2020
Revenue	$	244,981	$	214,792	$	150,276
Operating expenses	(124,608)		(117,273)		(85,812)
Interest expense, net	(49,007)		(30,569)		(22,661)
Depreciation and amortization	(103,378)		(97,147)		(70,805)
Provision for impairment	—		(1,393)		—
Net loss	$	(32,012)	$	(31,590)	$	(29,002)
Ownership interest %	Various		Various		Various
Company's share of net loss	$	(21,594)	$	(25,972)	$	(18,540)
Basis adjustments and other	(422)		(725)		(44)
Equity in loss of unconsolidated real estate ventures	$	(22,016)	$	(26,697)	$	(18,584)

As of December 31, 2022, the aggregate principal payments of the unconsolidated real estate ventures recourse and non-recourse debt payable to third-parties are as follows (in thousands):

2023	$	388,789
2024	593,907
2025	60,118
2026	161,965
2027	—
Thereafter	—
Total principal payments	1,204,779
Net deferred financing costs	(6,837)
Net original issue premium	271
Outstanding indebtedness	$	1,198,213

One Uptown Ventures

On December 1, 2021, the Company established the One Uptown Ventures with affiliates of Canyon Partners Real Estate to commence development of One Uptown, a $335.6 million mixed-use project in Austin, Texas. One Uptown has been designed to deliver 348,000 square feet of Class-A workspace and 15,000 square feet of street-level retail space (through the “office” joint venture) and 341 apartment residences and a public park (through the “multifamily” joint venture) and a six-

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story parking garage to be shared by the two joint ventures. The Company's partner in each of the two joint ventures has agreed, subject to customary funding conditions, including closing of the applicable construction loan, to fund approximately $64.5 million of the combined project costs in exchange for a 50% preferred equity interest in each of the two joint ventures, with the Company retaining a 50% common equity interest in each. Under the terms of each of the joint venture agreements, the joint venture partner had no obligation to fund any portion of the applicable project costs until the closing of the applicable construction loan. The absence of this obligation prevented Company from meeting the sale recognition criteria of ASC 606 until the applicable closings of the construction loans. On July 29, 2022, the One Uptown Ventures closed on two separate construction loans. The office joint venture closed on a $121.7 million construction loan which bears interest at Secured Overnight Offering Rate (“SOFR”) plus 3.00% and the multifamily joint venture closed on an $85.0 million construction loan which bears interest at SOFR plus 2.45%, plus, in each case, a daily SOFR adjustment of 10 basis points. Both loans mature in July 2026. The Company has also provided a carry guarantee and limited payment guarantee up to 30% and 15% of the principal balance of the $121.7 million and $85 million construction loan, respectively. The Company subsequently recognized the formation of the joint ventures and deconsolidated the projects upon the closing of the loans.

The Company has determined that the each of the One Uptown Ventures is a VIE. As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the One Uptown Ventures. Based upon each member's shared power over the activities of the One Uptown Ventures under the operating and related agreements, and the Company's lack of control over the development and construction phases of the project, the One Uptown Ventures are accounted for under the equity method of accounting.

3151 Market Street Venture

On July 14, 2022, the Company formed a joint venture, with an unaffiliated third party, to develop a life science/office building containing approximately 417,000 rentable square feet under a long-term ground lease located at 3151 Market Street in Philadelphia, Pennsylvania. The estimated project cost is approximately $308 million, and the joint venture partner has agreed, subject to customary funding conditions, to fund up to approximately $55 million of the project costs in exchange for a 45% preferred equity interest in the venture.

The Company has determined that the 3151 Market Street Venture is VIE. As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the 3151 Market Street Venture. Based upon each member's shared power over the activities of the 3151 Market Street Venture under the operating and related agreements, and the Company's lack of control over the development and construction phases of the project, 3151 Market Street Venture is accounted for under the equity method of accounting.

Cira Square

On March 17, 2022, the Company formed a joint venture, Cira Square REIT, LLC (“Cira Square Venture”), for the purpose of acquiring Cira Square, an office property located at 2970 Market Street in Philadelphia, Pennsylvania containing 862,692 rentable square feet for a gross purchase price of $383.0 million. The Company owns a 20% common equity interest in Cira Square Venture and provided an initial capital contribution of $28.6 million on the closing date.

On the closing date, Cira Square Venture obtained $257.7 million of third-party debt financing secured by the property. The loan bears interest at 3.50% over one-month term SOFR per annum capped at at total maximum interest rate of 6.75% per annum, and matures in March 2024.

Based on the facts and circumstances at the formation of Cira Square Venture, the Company determined that the venture is not a VIE in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate Cira Square Venture. Based upon each member's substantive participating rights over the activities of Cira Square Venture under the operating and related agreements, it is not consolidated by the Company, and is accounted for under the equity method of accounting.

4040 Wilson Venture

The 4040 Wilson LLC Venture (“4040 Wilson”) consists of one property containing an aggregate of 225,000 square feet of office/retail and 250 apartment units, located in the Metropolitan Washington, D.C. segment. The Company and its partner each own a 50% interest in 4040 Wilson. The residential component and office/retail portion of 4040 Wilson were

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substantially complete and placed into service during the first quarter of 2020 and the first quarter of 2021, respectively. During the fourth quarter of 2021, 4040 Wilson refinanced the $150.0 million secured construction loan into a $155.0 million mortgage loan secured by the property. The interest rate on this loan is 1.8% over term SOFR and matures in December 2026. Effective January 3, 2023, this debt is swapped to a fixed rate of 5.70% through the maturity of the loan.

Brandywine - AI Venture

During the year ended December 31, 2021, Brandywine - AI Venture, recorded a $1.4 million held for sale impairment charge related to 3141 Fairview Park Drive. The Company’s share of the impairment charge was $0.7 million, which is reflected in “Equity in loss of Real Estate Ventures” in the consolidated statements of operations for the year ended December 31, 2021. The impairment was measured based on an executed sale agreement with a third-party. The Company determined that its investment in the real estate venture is not impaired as the Company's share of the distributable cash is in excess of the Company's basis in the real estate venture. On November 9, 2021, BDN AI Venture sold 3141 Fairview Park Drive, the last remaining office property, totaling 183,618 rentable square feet in Falls Church, Virginia, at an aggregate sales price of $27.6 million. The Company received cash proceeds of $12.6 million after closing costs. The Company recorded an $3.0 million gain within the caption “Net gain on real estate venture transactions” within its consolidated statements of operations for the year ended December 31, 2021 upon liquidation of the venture.

During 2019, BDN - AI Venture recorded a $5.6 million held for use impairment charge related to 3141 Fairview Park Drive. The Company’s share of the impairment charge was $2.8 million which is reflected in “Equity in loss of unconsolidated real estate ventures” in the consolidated statements of operations for the year ended December 31, 2019. The impairment was measured based on an appraisal of the property performed by a third party. The Company determined that its investment in the real estate venture was not impaired as the Company's share of the distributable cash was in excess of the Company's basis in the real estate venture.

During 2019, BDN - AI Venture transferred an office building located in Falls Church, Virginia containing 180,659 rentable square feet to the mortgage lender in full satisfaction of the lender’s outstanding $26.0 million mortgage loan. The mortgage loan was nonrecourse to the Company. The Company recognized its $2.2 million share of the gain on debt forgiveness in “Net gain on real estate venture transactions” in the consolidated statements of operations for the year ended December 31, 2019.

3025 JFK Venture

On February 2, 2021, the Company contributed its investment in a 99-year prepaid leasehold interest in a one-acre land parcel held for development at 3025 JFK Boulevard in Philadelphia, Pennsylvania to the 3025 JFK Venture. The Company's initial investment in this real estate venture at February 2, 2021 was $34.8 million. The real estate venture was formed to develop a 570,000 square foot mixed-use building at property under the long-term ground lease. The estimated project cost is approximately $287.3 million, and the joint venture partner agreed, subject to customary funding conditions, to fund up to approximately $45.2 million of the project costs in exchange for a 45% preferred equity interest in the venture and the Company will retain a 55% preferred equity interest.

On July 23, 2021, the 3025 JFK Venture closed on a $186.7 million construction loan, which bears interest at 3.50% plus LIBOR (subject to a LIBOR floor of 0.25%) per annum and matures in July 2025. In addition to its $34.8 million credit for contribution of the leasehold interest at 3025 JFK Venture, the Company has funded $20.5 million of project costs as of December 31, 2022. The remaining project costs will be funded by the joint venture partner and the construction loan.

The Company has determined that the 3025 JFK Venture is a VIE. As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the 3025 JFK Venture. Based upon each member’s shared power over the activities of 3025 JFK Venture under the operating and related agreements, and the Company’s lack of control over the development and construction phases of the project, 3025 JFK Venture is accounted for under the equity method of accounting.

Mid-Atlantic Office JV

On December 21, 2020, the Company contributed a portfolio of twelve properties containing an aggregate of 1,128,645 square feet, nine of which are located in the Pennsylvania suburbs segment and three located in the Metropolitan Washington, D.C segment, to the Mid-Atlantic Office JV, for a gross sales price of $192.9 million. After the transaction, the Company owns approximately 25% of the equity interest in the Mid-Atlantic Office JV through a $20.0 million preferred equity holding and approximately 15% of the equity interest through a common equity interest (representing 20% of the total

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common equity), for a combined approximately 40% equity interest in the venture. On the closing date, Mid-Atlantic Office JV also obtained $147.4 million of third-party debt financing secured by the twelve properties within the venture, with an initial advance of $120.8 million. The remaining funds available under the loan are $18.5 million. The loan bears interest at LIBOR + 3.15% capped at a total maximum interest rate of 5.7% and matures on January 9, 2024.

Commerce Square Venture

On July 21, 2020, the Company sold a 30% preferred equity interest in the entities that own One Commerce Square and Two Commerce Square, two office properties containing 1,896,142 square feet in Philadelphia, Pennsylvania. After the transaction, the Company owns approximately 32% of the equity interest in Commerce Square Venture through preferred equity interest holdings and approximately 38% of the equity interest in Commerce Square Venture as the sole common equity holder, for a combined approximately 70% equity interest in the venture. The properties held by the venture remain encumbered by the existing mortgages.

Herndon Innovation Center Metro Portfolio Venture, LLC

The Herndon Innovation Center Metro Portfolio Venture, LLC (“Herndon Innovation Center”) consists of eight properties containing an aggregate of 1,293,197 square feet, located in the Metropolitan Washington, D.C. segment. The Company and its partner own 15% and 85% interests in the Herndon Innovation Center, respectively.

MAP Venture

The MAP Venture owns 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 (“MAP Venture”). The MAP Venture leases the land parcels under the 58 office properties through a ground lease that extends through February 2115. Annual payments by the MAP Venture, as tenant under the ground lease, initially total $11.9 million and increase 2.5% annually through November 2025. Thereafter, annual rental payments increase by 2.5% or CPI at the discretion of the lessor.

1919 Venture

On November 30, 2022, the Company sold its 50% ownership interest in the 1919 Venture for a gross sales price of $83.2 million, a portion of which satisfied in full the $44.4 million outstanding loan between the Company and the venture. The Company recorded a gain on sale of $26.7 million with the caption “Net gain on real estate venture transactions” within its consolidated statement of operations for the year ended December 31, 2022.

JBG Ventures

JBG Ventures consists of 51 N 50 Patterson, Holdings, LLC Venture (“51 N Street”) and 1250 First Street Office, LLC Venture (“1250 First Street”), with the Company owning a 70.0% equity interest and JBG/DC Manager, LLC (“JBG”) owning a 30.0% equity interest in each of the two ventures. 51 N Street owns 0.9 acres of undeveloped land and 1250 First Street, owns 0.5 acres of undeveloped land.

5. DEBT AND PREFERRED EQUITY INVESTMENTS

Austin Preferred Equity Investment

On December 31, 2020, the Company invested $50.0 million in exchange for a preferred equity interest in a single-purpose entity that owned two stabilized office buildings located in Austin, Texas. The Company accounted for this mandatorily redeemable investment as a note receivable, which was included within “Other assets” on the consolidated balance sheets.The preferred equity interest accrued a 9.0% annual return, compounded and paid monthly. The investment was required to be redeemed no later than December 31, 2023 (subject to a one-year extension option). On September 3, 2021, the $50.0 million investment was redeemed prior to maturity. As a result, the Company recognized an incremental $2.8 million of income on early redemption related to its accelerated minimum return and exit fees paid in cash on the redemption date during the three months ended September 30, 2021, which is included in “Interest and investment income” on the consolidated statements of operations.

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1919 Venture Note Receivable

During 2018, each of the Company and the other equity partner in 1919 Venture, then an unconsolidated real estate venture, provided a $44.4 million mortgage loan to 1919 Venture and, as a result, the Company recorded a $44.4 million related-party note receivable from 1919 Venture, which bore interest at a fixed 4.0% per annum interest rate with a scheduled maturity on June 25, 2023. The $44.4 million note was repaid in full upon the sale of the Company's 50% ownership interest in 1919 Venture on November 30, 2022. See Note 4 “Investment in Unconsolidated Real Estate Ventures” for further information regarding 1919 Venture.

6. LEASES

Lessor Accounting

The Company leases properties to tenants under operating leases with various expiration dates. Future contractual lease payments under operating leases at December 31, 2022 are as follows (in thousands):

Year
2023	$	347,142
2024	344,641
2025	325,166
2026	304,102
2027	263,532
Thereafter	1,041,686

Lessee Accounting

As of December 31, 2022, the Company is the lessee under six long-term ground leases classified as “operating leases” in the consolidated balance sheets. Certain of the Company’s ground leases contain extension options and the Company considered all relevant factors in determining if it was reasonably certain that it would exercise such extension options. The Company concluded that it was not reasonably certain that it would exercise the extension options and, therefore, has not included the extension period in the remaining lease terms. With the exception of certain ground leases that are subject to rent increases periodically based on the CPI index, all lease payments under the ground lease are fixed.

The table below summarizes the Company’s operating lease cost (in thousands) recognized through “Property operating expenses” on the consolidated statements of operations (in thousands):

	Year Ended December 31,
Lease Cost	2022			2021
Fixed lease cost	$	2,100		$	2,100
Variable lease cost	67			43
Total	$	2,167		$	2,143
Weighted-average remaining lease term (years)	54.6			55.2
Weighted-average discount rate	6.3		%	6.3		%

Lease payments by the Company under the terms of all noncancellable ground leases of land are expensed on a straight-line basis regardless of when payments are due. The Company’s ground leases, excluding prepaid ground leases, have remaining lease terms ranging from 7 to 62 years. Lease payments on noncancellable leases at December 31, 2022 are as follows (in thousands):

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Year	Minimum Rent
2023	$	1,263
2024	1,305
2025	1,321
2026	1,338
2027	1,355
Thereafter	106,437
Total lease payments	$	113,019
Less: Imputed interest	89,853
Present value of operating lease liabilities	$	23,166

The Company obtained ground tenancy rights related to three properties in Philadelphia, Pennsylvania, which provide for contingent rent participation by the lessor in certain capital transactions and net operating cash flows of the properties after certain returns are achieved by the Company. Such amounts, if any, will be reflected as contingent rent when incurred. The ground leases also provide for payment by the Company of certain operating costs relating to the land, primarily real estate taxes. The above schedule of future minimum rental payments does not include any contingent rent amounts or any reimbursed expenses.

7. DEFERRED COSTS

As of December 31, 2022 and 2021, the Company’s deferred costs were comprised of the following (in thousands):

	December 31, 2022
	Total Cost		Accumulated Amortization		Deferred Costs, net
Leasing costs	$	155,457	$	(62,920)	$	92,537
Financing costs - Unsecured Credit Facility	4,688		(586)		4,102
Total	$	160,145	$	(63,506)	$	96,639

	December 31, 2021
	Total Cost		Accumulated Amortization		Deferred Costs, net
Leasing costs	$	143,895	$	(57,445)	$	86,450
Financing costs - Unsecured Credit Facility	6,299		(5,887)		412
Total	$	150,194	$	(63,332)	$	86,862

During the years ended December 31, 2022, 2021 and 2020, the Company capitalized internal direct leasing costs of $3.0 million, $2.1 million, and $1.6 million, respectively.

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8. INTANGIBLE ASSETS AND LIABILITIES

As of December 31, 2022 and 2021, the Company’s intangible assets/liabilities were comprised of the following (in thousands):

	December 31, 2022
	Total Cost		Accumulated Amortization		Intangible Assets, net
Intangible assets, net:
In-place lease value	$	55,715	$	(37,437)	$	18,278
Tenant relationship value	167		(104)		63
Above market leases acquired	331		(221)		110
Total intangible assets, net	$	56,213	$	(37,762)	$	18,451
	Total Cost		Accumulated Amortization		Intangible Liabilities, net
Intangible liabilities, net:
Below market leases acquired	$	20,985	$	(10,663)	$	10,322

	December 31, 2021
	Total Cost		Accumulated Amortization		Intangible Assets, net
Intangible assets, net:
In-place lease value	$	72,376	$	(44,066)	$	28,310
Tenant relationship value	167		(97)		70
Above market leases acquired	486		(310)		176
Total intangible assets, net	$	73,029	$	(44,473)	$	28,556
	Total Cost		Accumulated Amortization		Intangible Liabilities, net
Intangible liabilities, net:
Below market leases acquired	$	27,025	$	(14,044)	$	12,981

For the years ended December 31, 2022, 2021, and 2020, the Company accelerated the amortization of intangible assets by approximately $0.4 million, $3.6 million, and $0.3 million, respectively, as a result of tenant move-outs prior to the end of the associated lease term. For the years ended December 31, 2022, 2021, and 2020 the Company accelerated the amortization of approximately $0.1 million, $0.6 million, and $0.1 million of intangible liabilities as a result of tenant move-outs.

As of December 31, 2022, the Company’s annual amortization for its intangible assets/liabilities, assuming no prospective early lease terminations, was as follows (dollars in thousands):

	Assets		Liabilities
2023	$	6,573	$	1,516
2024	4,332		1,305
2025	3,154		1,029
2026	1,094		739
2027	809		623
Thereafter	2,489		5,110
Total	$	18,451	$	10,322

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9. DEBT OBLIGATIONS

The following table sets forth information regarding the Company’s consolidated debt obligations outstanding as of December 31, 2022 and 2021 (in thousands):

	December 31, 2022		December 31, 2021		Effective Interest Rate	Maturity Date
UNSECURED DEBT
$600 million Unsecured Credit Facility	$	88,500	$	23,000	SOFR + 1.15%	June 2026
Unsecured Term Loan	250,000		250,000		SOFR + 1.30%	June 2027	(a)
$350.0M 3.95% Guaranteed Notes due 2023	54,301		350,000		3.87%	February 2023	(b)
$350.0M 4.10% Guaranteed Notes due 2024	350,000		350,000		3.78%	October 2024
$450.0M 3.95% Guaranteed Notes due 2027	450,000		450,000		4.03%	November 2027
$350.0M 7.55% Guaranteed Notes due 2028	350,000		—		7.73%	March 2028
$350.0M 4.55% Guaranteed Notes due 2029	350,000		350,000		4.30%	October 2029
Indenture IA (Preferred Trust I)	27,062		27,062		LIBOR + 1.25%	March 2035
Indenture IB (Preferred Trust I)	25,774		25,774		LIBOR + 1.25%	April 2035
Indenture II (Preferred Trust II)	25,774		25,774		LIBOR + 1.25%	July 2035
Principal balance outstanding	1,971,411		1,851,610
Plus: original issue premium (discount), net	2,934		8,187
Less: deferred financing costs	(9,307)		(6,211)
Total unsecured indebtedness	$	1,965,038	$	1,853,586

(a)On November 23, 2022, the unsecured term loan of $250.0 million was swapped to a fixed rate of 5.01% and matures on June 30, 2027. The effective date of the swap is January 31, 2023.

(b)Remaining balance was redeemed on January 20, 2023.

The Parent Company unconditionally guarantees the unsecured debt obligations of the Operating Partnership (or is a co-borrower with the Operating Partnership) but does not by itself incur unsecured indebtedness. The Parent Company has no material assets other than its investment in the Operating Partnership.

Unsecured Credit Facility and Unsecured Term Loan

On June 30, 2022, the Company entered into the Second Amended and Restated Credit Agreement (as amended and restated, the “2022 Credit Agreement”). The 2022 Credit Agreement among other things: (i) maintains the total commitment under the line credit of $600.0 million (the “Revolving Credit Facility”) and provides an unsecured term loan in the initial amount of $250.0 million (the “Term Loan”) with a scheduled maturity date of June 30, 2027; (ii) extended the maturity date of the Revolving Credit Facility from July 15, 2022 to June 30, 2026, with two six-month extensions at the Company’s election subject to specified conditions and subject to payment of an extension fee; (iii) reduced the interest rate margins applicable to SOFR revolving loans; and (iv) provides for an additional interest rate option based on a floating SOFR rate. In connection with the amendments, the Company capitalized $4.7 million and $2.0 million in financing costs, related to the Revolving Credit Facility and the Term Loan, respectively. The financing costs will be amortized through the maturity dates for each of the Revolving Credit Facility and the Term Loan. Upon closing of the 2022 Credit Agreement, the Term Loan was funded in full and the proceeds thereof, together with cash on hand, were used to prepay in full the Company’s unsecured term loan (“Term Loan C”) in the principal amount of $250.0 million, together with accrued and unpaid interest thereon. Term Loan C was scheduled to mature on October 8, 2022.

Under the 2022 Credit Agreement, the Company may, subject to specified terms and conditions (including receipt of commitments from one or more lenders, whether or not currently parties to the 2022 Credit Agreement), elect to increase the amount of the Revolving Credit Facility and/or Term Loan or request one or more new pari passu tranches of unsecured term loans (each, an “Incremental Facility”), provided that the aggregate amount of all such increases is limited to $500.0 million. Up to $50.0 million of borrowing availability under the 2022 Credit Agreement is available for the issuance of letter of credits.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to either (i) the SOFR rate plus a margin of 72.5 to 140 basis points, or (ii) a base rate plus a margin of 0 to 40 basis points: and the Term Loan and borrowings under an Incremental Facility bear interest at a rate equal to either (i) the SOFR rate plus a margin of 80 to 160 basis points, or (ii) a base rate plus a margin of 0 to 60 basis points. The applicable margin will be determined based upon the unsecured senior debt rating of the Operating Partnership or the absence of such a rating. The Company also pays a quarterly facility fee on the

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total commitments under the Revolving Credit Facility. As of September 30, 2022, based on the Operating Partnership's unsecured senior debt rating, the applicable margin for SOFR revolving loans under the Revolving Credit Facility was 105 basis points (excluding the applicable facility fee rate of 25 basis points) and was 120.0 basis points for the Term Loan, plus, in each case, a daily SOFR adjustment of 10 basis points.

The terms of the 2022 Credit Agreement require that the Company maintain customary financial and other covenants, including: (i) a fixed charge coverage ratio greater than or equal to 1.5 to 1.00; (ii) a leverage ratio less than or equal to 0.60 to 1.00, subject to specified exceptions; (iii) a ratio of unsecured indebtedness to unencumbered asset value less than or equal to 0.60 to 1.00, subject to specified exceptions; (iv) a ratio of secured indebtedness to total asset value less than or equal to 0.40 to 1.00; and (v) a ratio of unencumbered cash flow to interest expense on unsecured debt greater than 1.75 to 1.00. In addition, the 2022 Credit Agreement restricts payments of dividends and distributions on shares in excess of 95% of the Company's funds from operations (FFO) except to the extent necessary to enable the Company to continue to qualify as a REIT for federal income tax purposes.

The Company had $88.5 million of borrowings under the Revolving Credit Facility as of December 31, 2022. During the twelve months ended December 31, 2022, the weighted-average interest rate on Revolving Credit Facility borrowings was 3.04% resulting in $5.6 million of interest expense. During the twelve months ended December 31, 2021 weighted-average interest rate on Revolving Credit Facility borrowings was 1.21% resulting in $0.4 million of interest expense.

Guaranteed Notes due 2028

On December 13, 2022, the Company completed an underwritten offering of $350.0 million aggregate principal amount of its 7.55% Guaranteed Notes due 2028 (the “2028 Notes”). The 2028 Notes were priced at 99.06% of their face amount and have been reflected net of a discount of approximately $3.3 million in the consolidated balance sheet as of December 31, 2022. The Company received approximately $344.6 million of proceeds after the deduction for underwriting discounts and offering expenses.

Guaranteed Notes due 2023

On December 20, 2022, the Company used a portion of the net proceeds from the offering of the 2028 Notes to repurchase $295.7 million aggregate principal amount of its outstanding 3.95% guaranteed notes due 2023 (the “2023 Notes”), through a tender offer, together with $4.1 million of accrued and unpaid interest thereon. The Company recognized a $0.4 million loss on early extinguishment of debt related to the total repurchase. On January 20, 2023, the Company completed the redemption of the remaining $54.3 million aggregate principal amount of the 2023 Notes. See Note 21, “Subsequent Events” for further information regarding the redemption.

The Company was in compliance with all financial covenants as of December 31, 2022. Certain of the covenants restrict the Company’s ability to obtain alternative sources of capital.

As of December 31, 2022, the aggregate scheduled principal payments on the Company's debt obligations were as follows (in thousands):

2023	$	54,301
2024	350,000
2025	—
2026	88,500
2027	700,000
Thereafter	778,610
Total principal payments	1,971,411
Net unamortized premiums/(discounts)	2,934
Net deferred financing costs	(9,307)
Outstanding indebtedness	$	1,965,038

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10. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company determined the fair values disclosed below using available market information and discounted cash flow analyses as of December 31, 2022 and 2021, respectively. The discount rate used in calculating fair value is the sum of the current risk free rate and the risk premium on the date of measurement of the instruments or obligations. Considerable judgment is necessary to interpret market data and to develop the related estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize upon disposition. The use of different estimates and valuation methodologies may have a material effect on the fair value amounts shown. The Company believes that the carrying amounts reflected in the consolidated balance sheets at December 31, 2022 and 2021 approximate the fair values for cash and cash equivalents, accounts receivable, other assets and liabilities, accounts payable and accrued expenses because they are short-term in duration.

The following are financial instruments for which the Company’s estimates of fair value differ from the carrying amounts (in thousands):

	December 31, 2022				December 31, 2021
	Carrying Amount (a)		Fair Value		Carrying Amount (a)		Fair Value
Unsecured notes payable	$	1,549,760	$	1,411,351	$	1,502,368	$	1,588,780
Variable rate debt	$	415,278	$	386,988	$	351,218	$	344,754
Notes receivable (b)	$	—	$	—	$	44,430	$	45,230

(a)Net of deferred financing costs of $7.5 million and $5.8 million for unsecured notes payable, $1.8 million and $0.4 million for variable rate debt as of December 31, 2022 and December 31, 2021, respectively.

(b)For further detail, refer to Note 5 “Debt and Preferred Equity Investments.”

The Company used quoted market prices as of December 31, 2022 and December 31, 2021 to value the unsecured notes payable and, as such, categorized them as Level 2.

The inputs utilized to determine the fair value of the Company’s variable rate debt are categorized as Level 3. The fair value of the variable rate debt was determined using a discounted cash flow model that considered borrowing rates available to the Company for loans with similar terms and characteristics.

The inputs utilized to determine fair value of the Company's notes receivable are unobservable and, as such, were categorized as Level 3. Fair value was determined using a discounted cash flow model that considered the contractual interest and principal payments discounted at a blended interest rate of the notes receivable.

For the Company’s Level 3 financial instruments for which fair value is disclosed, an increase in the discount rate used to determine fair value would result in a decrease to the fair value. Conversely, a decrease in the discount rate would result in an increase to the fair value.

Disclosure about the fair value of financial instruments is based upon pertinent information available to management as of December 31, 2022 and December 31, 2021. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts were not comprehensively revalued for purposes of these financial statements since December 31, 2022. Current estimates of fair value may differ from the amounts presented herein.

11. DERIVATIVE FINANCIAL INSTRUMENTS

Use of Derivative Financial Instruments

The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks through derivative financial instruments.

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The Company formally assesses, both at the inception of a hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively for either the entire hedge or the portion of the hedge that is determined to be ineffective. The related ineffectiveness would be charged to the consolidated statement of operations.

The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

To comply with the provisions of the accounting standard for fair value measurements and disclosures, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2022 and December 31, 2021. The notional amounts provide an indication of the extent of the Company’s involvement in these instruments at that time but do not represent exposure to credit, interest rate or market risks (amounts presented in thousands).

Hedge Product	Hedge Type	Designation		Notional Amount				Strike		Trade Date	Maturity Date	Fair value
				12/31/2022		12/31/2021						12/31/2022		12/31/2021
Assets
Swap	Interest Rate	Cash Flow	(a)	$	250,000	$	—	3.729	%	November 23, 2022	June 30, 2027	$	255	$	—
Liabilities
Swap	Interest Rate	Cash Flow	(b)	$	—	$	250,000	2.868	%	October 8, 2015	October 8, 2022	$	—	$	(2,461)
				$	250,000	$	250,000

(a)Hedging unsecured variable rate debt.

(b)On October 8, 2022, the interest rate hedge contract for this swap expired.

The Company measures its derivative instruments at fair value and records them in “Other assets” and (“Other liabilities”) on the Company’s consolidated balance sheets.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that the inputs utilized to determine the fair value of derivative instruments are classified in Level 2 of the fair value hierarchy.

Concentration of Credit Risk

Concentrations of credit risk arise for the Company when multiple tenants of the Company are engaged in similar business activities, or are located in the same geographic region, or have similar economic features that impact in a similar manner their ability to meet contractual obligations, including those to the Company. The Company regularly monitors its tenant base to assess potential concentrations of credit risk. Management believes the current credit risk portfolio is reasonably well diversified and does not contain an unusual concentration of credit risk. No tenant accounted for 10% or more of the Company’s rents during 2022, 2021 and 2020.

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12. LIMITED PARTNERS' NONCONTROLLING INTERESTS IN THE PARENT COMPANY

Noncontrolling interests in the Parent Company’s financial statements relate to redeemable common limited partnership interests in the Operating Partnership held by parties other than the Parent Company and properties which are consolidated but not wholly owned by the Operating Partnership.

Operating Partnership

The aggregate book value of the noncontrolling interests associated with the redeemable common limited partnership interests in the accompanying consolidated balance sheet of the Parent Company was $4.9 million and $8.2 million as of December 31, 2022 and December 31, 2021, respectively. Under the applicable accounting guidance, the redemption value of limited partnership units are carried at fair value. The Parent Company believes that the aggregate settlement value of these interests (based on the number of units outstanding and the average closing price of the common shares during the last five business days of the quarter) was approximately $3.2 million and $11.1 million as of December 31, 2022 and December 31, 2021, respectively.

13. BENEFICIARIES' EQUITY OF THE PARENT COMPANY

Earnings per Share (EPS)

The following table details the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding):

	Year Ended December 31,
	2022				2021				2020
	Basic		Diluted		Basic		Diluted		Basic		Diluted
Numerator
Net income	$	53,992	$	53,992	$	12,366	$	12,366	$	307,326	$	307,326
Net income attributable to noncontrolling interests	(168)		(168)		(77)		(77)		(1,799)		(1,799)
Nonforfeitable dividends allocated to unvested restricted shareholders	(456)		(456)		(421)		(421)		(410)		(410)
Net income attributable to common shareholders	$	53,368	$	53,368	$	11,868	$	11,868	$	305,117	$	305,117
Denominator
Weighted-average shares outstanding	171,491,369		171,491,369		170,878,185		170,878,185		171,926,079		171,926,079
Contingent securities/Share based compensation	—		834,277		—		1,395,055		—		390,997
Weighted-average shares outstanding	171,491,369		172,325,646		170,878,185		172,273,240		171,926,079		172,317,076
Earnings per Common Share:
Net income attributable to common shareholders	$	0.31	$	0.31	$	0.07	$	0.07	$	1.77	$	1.77

The contingent securities/share based compensation impact is calculated using the treasury stock method and relates to employee awards settled in shares of the Parent Company. The effect of these securities is anti-dilutive for periods that the Parent Company incurs a net loss from continuing operations available to common shareholders and therefore is excluded from the dilutive earnings per share calculation in such periods.

Redeemable common limited partnership units totaling 516,467 at December 31, 2022, 823,983 at December 31, 2021 and 981,634 at December 31, 2020, respectively, were excluded from the diluted earnings per share computations because they are not dilutive.

Unvested restricted shares are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. For the years ended December 31, 2022, 2021 and 2020, earnings representing nonforfeitable dividends as noted in the table above were allocated to the unvested restricted shares issued to the Company’s executives and other employees under the Company's shareholder-approved long-term incentive plan.

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Common and Preferred Shares

On December 6, 2022, the Parent Company declared a distribution of $0.19 per common share, totaling $32.8 million, which was paid on January 19, 2023 to shareholders of record as of January 5, 2023.

The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase common shares. On January 3, 2019, the Board of Trustees authorized the repurchase of up to $150.0 million common shares from and after January 3, 2019. During the years ended December 31, 2021 and 2022, no common shares were repurchased by the Company.

During the year ended December 31, 2021, the Company issued 226,695 common shares in a private placement to an unaffiliated third party in exchange for the third party's 1% residual ownership interest in One and Two Commerce Square, an unconsolidated joint venture.

Of the 20,000,000 preferred shares authorized, none were outstanding as of December 31, 2022 or December 31, 2021.

Common Share Repurchases

The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase common shares. On January 3, 2019, the Board of Trustees authorized the repurchase of up to $150.0 million common shares from and after January 3, 2019. During the year ended December 31, 2022 and 2021, the Company did not repurchase any common shares. During the year ended December 31, 2020, the Company repurchased and retired 6,248,483 common shares at an average price of $9.60 per share, totaling $60.0 million.

Former Continuous Offering Program

On January 10, 2017, the Parent Company entered into a continuous offering program (the “Offering Program”), that permitted the Parent Company to sell up to an aggregate of 16,000,000 common shares in at-the-market offerings.

There was no activity under the Offering Program during 2021 and 2020. At December 31, 2022, no common shares remained available for issuance under the Offering Program, which terminated on January 10, 2020.

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14. PARTNERS' EQUITY OF THE PARENT COMPANY

Earnings per Common Partnership Unit

The following table details the number of units and net income used to calculate basic and diluted earnings per common partnership unit (in thousands, except unit and per unit amounts; results may not add due to rounding):

	Year Ended December 31,
	2022				2021				2020
	Basic		Diluted		Basic		Diluted		Basic		Diluted
Numerator
Net income	$	53,992	$	53,992	$	12,366	$	12,366	$	307,326	$	307,326
Net (income) loss attributable to noncontrolling interests	2		2		3		3		(20)		(20)
Nonforfeitable dividends allocated to unvested restricted unitholders	(456)		(456)		(421)		(421)		(410)		(410)
Net income attributable to common unitholders	$	53,538	$	53,538	$	11,948	$	11,948	$	306,896	$	306,896
Denominator
Weighted-average units outstanding	172,036,481		172,036,481		171,770,843		171,770,843		172,907,713		172,907,713
Contingent securities/Share based compensation	—		834,277		—		1,395,055		—		390,997
Total weighted-average units outstanding	172,036,481		172,870,758		171,770,843		173,165,898		172,907,713		173,298,710
Earnings per Common Partnership Unit:
Net income attributable to common unitholders	$	0.31	$	0.31	$	0.07	$	0.07	$	1.77	$	1.77

Unvested restricted units are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per unit. For the years ended December 31, 2022, 2021 and 2020, earnings representing nonforfeitable dividends were allocated to the unvested restricted units issued to the Parent Company’s executives and other employees under the Parent Company’s shareholder-approved long-term incentive plan.

Common Partnership Units and Preferred Mirror Units

The Operating Partnership issues partnership units to the Parent Company in exchange for the contribution of the net proceeds of any equity security issuance by the Parent Company. The number and terms of such partnership units correspond to the number and terms of the related equity securities issued by the Parent Company. In addition, the Operating Partnership may also issue separate classes of partnership units. Historically, the Operating Partnership has had the following types of partnership units outstanding: (i) Preferred Partnership Units which have been issued to parties other than the Parent Company; (ii) Preferred Mirror Partnership Units which have been issued to the Parent Company; and (iii) Common Partnership Units which include both interests held by the Parent Company and those held by other limited partners.

Preferred Mirror Partnership Units

In exchange for the proceeds received in corresponding offerings by the Parent Company of preferred shares of beneficial interest, the Operating Partnership has issued to the Parent Company a corresponding amount of Preferred Mirror Partnership Units with terms consistent with that of the preferred securities issued by the Parent Company.

No preferred units were outstanding as of December 31, 2022 or December 31, 2021.

Common Partnership Units (Redeemable and General)

The Operating Partnership has two classes of Common Partnership Units outstanding as of December 31, 2022: (i) Class A Limited Partnership Interest which are held by both the Parent Company and outside third parties and (ii) General Partnership Interests which are held solely by the Parent Company (collectively, the Class A Limited Partnership Interest, and General Partnership Interests are referred to as “Common Partnership Units”). The holders of the Common Partnership Units are

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entitled to share in cash distributions from, and in profits and losses of, the Operating Partnership, in proportion to their respective percentage interests, subject to preferential distributions on the preferred mirror units and the preferred units.

The Common Partnership Units held by the Parent Company (comprised of both General Partnership Units and Class A Limited Partnership Units) are presented as partner’s equity in the consolidated financial statements. Class A Limited Partnership Interest held by parties other than the Parent Company are redeemable at the option of the holder for a like number of common shares of the Parent Company, or cash, or a combination thereof, at the election of the Parent Company. Because the form of settlement of these redemption rights are not within the control of the Operating Partnership, these Common Partnership Units have been excluded from partner’s equity and are presented as redeemable limited partnership units measured at the potential cash redemption value as of the end of the periods presented based on the closing market price of the Parent Company’s common shares at December 31, 2022, 2021 and 2020, which was $6.15, $13.42 and $11.91, respectively. Class A Units of 516,467 as of December 31, 2022, 823,983 as of December 31, 2021, and 981,634 as of December 31, 2020, respectively, were outstanding and owned by outside limited partners of the Operating Partnership.

On December 6, 2022, the Operating Partnership declared a distribution of $0.19 per common partnership unit, totaling $32.8 million, which was paid on January 19, 2023 to unitholders of record as of January 5, 2023. 

During the year ended December 31, 2021, the Operating Partnership issued 226,695 common partnership units to the Parent Company in exchange for a 1% residual ownership interest in One and Two Commerce Square, an unconsolidated joint venture, which was acquired from an unaffiliated third party in exchange for an equal number of common shares of the Parent Company.

Common Unit Repurchases

In connection with the Parent Company’s common share repurchase program, one common unit of the Operating Partnership is retired for each common share repurchased. During the years ended December 31, 2022 and December 31, 2021, the Company did not repurchase any units. During the year ended December 31, 2020 the Company repurchased and retired 6,248,483 common units at an average price of $9.60 per unit, totaling $60.0 million. During the year ended December 31, 2019, the Company Repurchased 1,337,169 common units at an average price of $12.92 per unit, totaling $17.3 million.

The common units repurchased were retired and, as a result, were accounted for in accordance with Maryland law, which does not contemplate treasury stock. The repurchases were recorded as a reduction of common units (at $0.01 par value per unit) and a decrease to General Partnership Capital.

15. SHARE BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION

401(k) Plan

The Company sponsors a 401(k) defined contribution plan for its employees. Each employee may contribute up to 100% of annual compensation, subject to specific limitations under the Internal Revenue Code. At its discretion, the Company can make matching contributions equal to a percentage of the employee’s elective contribution and profit sharing contributions. The Company funds its 401(k) contributions annually and plan participants must be employed as of December 31 in order to receive employer contributions, except for employees eligible for qualifying retirement, as defined under the Internal Revenue Code. The Company contributions were $0.4 million, $0.4 million, and $0.5 million in 2022, 2021, and 2020, respectively.

Restricted Share Rights Awards

As of December 31, 2022, 553,894 restricted share rights (“Restricted Share Rights”) were outstanding under the Company's long term equity incentive plan. These Restricted Share Rights vest over one to three years from the initial grant dates. The remaining compensation expense to be recognized with respect to these awards at December 31, 2022 was $1.9 million and is expected to be recognized over a weighted average remaining vesting period of 0.88. During the years ended December 31, 2022, 2021, and 2020, the amortization related to outstanding Restricted Share Rights was $4.5 million (of which $0.7 million was capitalized), $4.1 million (of which $0.5 million was capitalized), and $4.3 million (of which $0.4 million was capitalized), respectively. Compensation expense related to outstanding Restricted Share Rights is included in general and administrative expense.

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The following table summarizes the Company’s Restricted Share Rights activity during the year-ended December 31, 2022:

	Shares	Weighted Average Grant Date Fair Value
Non-vested at January 1, 2022	474,978	$	13.51
Granted	306,555	$	13.30
Vested	(219,765)	$	13.94
Forfeited	(7,874)	$	13.45
Non-vested at December 31, 2022	553,894	$	13.22

On March 3, 2022, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the Company an aggregate of 258,427 Restricted Share Rights, which vest over three years from the grant date. Each Restricted Share Right entitles the holder to one common share upon settlement. The Parent Company pays dividend equivalents on the Restricted Share Rights prior to the settlement date. Vesting and/or settlement would accelerate if the recipient of the award were to die, become disabled or, in the case of certain of such Restricted Share Rights, retire in a qualifying retirement prior to the vesting or settlement date. Qualifying retirement generally means the recipient’s voluntary termination of employment after reaching at least age 57 and accumulating at least 15 years of service with the Company. In addition, vesting would also accelerate if the Parent Company were to undergo a change of control and, on or before the first anniversary of the change of control, the recipient’s employment were to cease due to a termination without cause or resignation with good reason.

The Restricted Share Rights granted in 2022, 2021, and 2020 to certain senior executives include an “outperformance feature” whereby additional shares may be earned, up to 200% of the shares subject to the basic award, based on the Company’s achievement of earnings-based targets and development, or investment, based targets during a three-year performance period with an additional 366 days of service generally required to fully vest. In addition to the basic award, up to an aggregate of 406,179, 388,840, and 316,236 shares may be awarded under the outperformance feature for the 2022, 2021, and 2020 awards, respectively, to those senior officers whose Restricted Share Rights awards include the “outperformance feature.” As of December 31, 2022, the Company has not recognized any compensation expense related to the outperformance feature for the 2020-2021 awards and has recognized $0.1 million related to the outperformance feature for the 2022 award. The Company will continue to evaluate progression towards achievement of the performance metrics on a quarterly basis and recognize compensation expense for the outperformance feature of these awards should it be determined that achievement of these metrics is probable.

In addition, on March 3, 2022, the Compensation Committee awarded non-officer employees an aggregate of 48,128 Restricted Share Rights that generally vest in three equal annual installments. Vesting of these awards is subject to acceleration upon death, disability or termination without cause within one year following a change of control.

In accordance with the accounting standard for share-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement dates for those grantees who meet the conditions for qualifying retirement during the scheduled vesting period and whose award agreements provide for vesting upon a qualifying retirement.

Restricted Performance Share Units Plan

The Compensation Committee of the Parent Company’s Board of Trustees has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company. The RPSUs are settled in common shares, with the number of common shares issuable in settlement determined based on the Company’s total shareholder return over specified measurement periods compared to total shareholder returns of comparative groups over the measurement periods. The table below presents certain information as to unvested RPSU awards.

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	RPSU Grant Date
	3/5/2020		3/5/2021		3/3/2022		Total
(Amounts below in shares, unless otherwise noted)
Non-vested at January 1, 2022	314,055		374,161		—		688,216
Granted	—		—		516,852		516,852
Units Cancelled	(2,076)		(2,922)		(3,814)		(8,812)
Non-vested at December 31, 2022	311,979		371,239		513,038		1,196,256
Measurement Period Commencement Date	1/1/2020		1/1/2021		1/1/2022
Measurement Period End Date	12/31/2022		12/31/2023		12/31/2024
Granted	319,600		380,957		516,852
Fair Value of Units on Grant Date (in thousands)	$	5,389	$	6,389	$	6,872

The Company values each RPSU on its grant date using a Monte Carlo simulation. The fair values of each award are being amortized over the three year performance period. For the 2020 and 2021 awards, dividend equivalents are credited as additional RPSUs during the performance period, subject to the same terms and conditions as the original RPSUs. The performance period will be abbreviated and the determination and delivery of earned shares will be accelerated in the event of a change in control or if the recipient of the award were to die, become disabled or retire in a qualifying retirement prior to the end of the otherwise applicable three year performance period; provided that, in the case of qualifying retirement for the March 2022, 2021 and 2020 grants, the number of shares deliverable will be pro-rated based on the portion of the performance period actually worked before retirement. In accordance with the accounting standard for share-based compensation, the Company amortizes stock-based compensation costs for the February 2019 grant through the qualifying retirement date for those executives who meet the conditions for qualifying retirement during the scheduled vesting period.

For the year ended December 31, 2022, the Company recognized amortization of the 2022, 2021 and 2020 RPSU awards of $6.2 million, of which $1.1 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the year ended December 31, 2021, amortization for the 2021, 2020 and 2019 RPSU awards was $4.3 million, of which $0.5 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the year ended December 31, 2020, amortization for the 2020, 2019, and 2018 RPSU awards was $3.0 million, of which $0.4 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation.

The remaining compensation expense to be recognized with respect to the non-vested RPSUs at December 31, 2022 was approximately $7.5 million and is expected to be recognized over a weighted average remaining vesting period of 1.3 years.

The Company issued 277,061 common shares on February 1, 2022 in settlement of RPSUs that had been awarded on February 21, 2019 (with a three year measurement period ended December 31, 2021). Holders of these RPSUs also received a cash dividend equivalent payment of $0.19 per share for these common shares on January 19, 2022.

Employee Share Purchase Plan

The Parent Company’s shareholders approved the 2007 Non-Qualified Employee Share Purchase Plan (the “ESPP”), which is intended to provide eligible employees with a convenient means to purchase common shares of the Parent Company through payroll deductions and voluntary cash purchases at an amount equal to 85% of the average closing price per share for a specified period. Under the plan document, the maximum participant contribution for the 2022 plan year is limited to the lesser of 20% of compensation or $50,000. The ESPP allows the Parent Company to make open market purchases, which reflects all purchases made under the plan to date. In addition, the number of shares separately reserved for issuance under the ESPP is 1.25 million. Employees made purchases under the ESPP of $0.6 million during the year ended December 31, 2022, $0.6 million during the year ended December 31, 2021 and $0.5 million during the year ended December 31, 2020. The Company recognized $0.02 million of compensation expense related to the ESPP during the year ended December 31, 2022 and $0.1 million each of the years ended December 31, 2021, and 2020. Compensation expense represents the 15% discount on the purchase price. The Board of Trustees of the Parent Company may terminate the ESPP at its sole discretion at any time.

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Deferred Compensation

In January 2005, the Parent Company adopted a Deferred Compensation Plan (the “Plan”) that allows trustees and certain key employees to defer compensation voluntarily. Compensation expense is recorded for the deferred compensation and a related liability is recognized. Participants may elect designated benchmark investment options for the notional investment of their deferred compensation. The deferred compensation obligation is adjusted for deemed income or loss related to the investments selected. At the time the participants defer compensation, the Company records a liability, which is included in the Company’s consolidated balance sheets. The liability is adjusted for changes in the market value of the participant-selected investments at the end of each accounting period, and the impact of adjusting the liability is recorded as an increase or decrease to compensation cost.

The Company has purchased mutual funds which can be utilized as a funding source for the Company’s obligations under the Plan. Participants in the Plan have no interest in any assets set aside by the Company to meet its obligations under the Plan. For each of the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company recorded a nominal amount of deferred compensation costs, net of investments in the company-owned policies and mutual funds.

Participants in the Plan may elect to have all, or a portion of their deferred compensation invested in the Company’s common shares. The Company holds these shares in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. The Plan does not permit diversification of a participant’s deferral allocated to the Company common shares and deferrals allocated to Company common shares can only be settled with a fixed number of shares. In accordance with the accounting standard for deferred compensation arrangements where amounts earned are held in a rabbi trust and invested, the deferred compensation obligation associated with the Company’s common shares is classified as a component of shareholder’s equity and the related shares are treated as shares to be issued and are included in total shares outstanding. At both December 31, 2022 and 2021, 1.2 million of such shares were included in total shares outstanding, respectively. Subsequent changes in the fair value of the common shares are not reflected in operations or shareholders’ equity of the Company.

16. DISTRIBUTIONS

The following table provides the tax characteristics of the 2022, 2021 and 2020 distributions paid:

	Years ended December 31,
	2022			2021			2020
	(in thousands, except per share amounts)
Common Share Distributions:
Ordinary income	$	0.47		$	0.64		$	0.41
Capital gain	0.29			0.01			0.35
Non-taxable distributions	—			0.11			—
Distributions per share	$	0.76		$	0.76		$	0.76
Percentage classified as ordinary income	62.10		%	83.90		%	53.90		%
Percentage classified as capital gain	37.90		%	1.20		%	46.10		%
Percentage classified as non-taxable distribution	—		%	14.90		%	—		%

17. INCOME TAXES AND TAX CREDIT TRANSACTIONS

Income Tax Provision/Benefit

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized

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based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

As of December 31, 2022 and 2021 there were no deferred tax assets included within “Other assets” in the consolidated balance sheets.

The Company had no accruals for tax uncertainties as of December 31, 2022 and December 31, 2021.

For the years ended December 31, 2022 and 2021, there was no deferred income tax expense and nominal current income tax expense. For the year ended December 31, 2020, there was no deferred income tax expense and $0.2 million of current income tax benefit. These amounts are included in “Income tax (provision) benefit” in the consolidated statements of operations.

18. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table details the components of accumulated other comprehensive income (loss) of the Parent Company and the Operating Partnership as of and for the three years ended December 31, 2022 (in thousands):

Parent Company	Cash Flow Hedges
Balance at January 1, 2020	$	(2,370)
Change in fair market value during year	(5,972)
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests	29
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2020	$	(7,561)
Change in fair market value during year	4,817
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests	(28)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2021	$	(2,020)
Change in fair market value during year	5,371
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests	(18)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	564
Balance at December 31, 2022	$	3,897

Operating Partnership	Cash Flow Hedges
Balance at January 1, 2020	$	(2,715)
Change in fair market value during year	(5,972)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2020	$	(7,935)
Change in fair market value during year	4,817
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2021	$	(2,366)
Change in fair market value during year	5,371
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	564
Balance at December 31, 2022	$	3,569

Over time, the unrealized gains and losses held in Accumulated Other Comprehensive Income (“AOCI”) will be reclassified to interest expense when the related hedged items are recognized in earnings. The current balance held in AOCI is expected

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to be reclassified to interest expense for realized losses on forecasted debt transactions over the related term of the debt obligation, as applicable. 

19. SEGMENT INFORMATION

As of December 31, 2022, the Company owns and manages properties within five segments: (1) Philadelphia Central Business District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas (4) Metropolitan Washington, D.C. and (5) Other. The Philadelphia CBD segment includes properties located in the City of Philadelphia, Pennsylvania. The Pennsylvania Suburbs segment includes properties in Chester, Delaware, and Montgomery counties in the Philadelphia suburbs. The Austin, Texas segment includes properties in the City of Austin, Texas. The Metropolitan Washington, D.C. segment includes properties in the District of Columbia, Northern Virginia and Southern Maryland. The Other segment includes properties located in Camden County, New Jersey and New Castle County, Delaware. In addition to the five segments, the corporate group is responsible for cash and investment management, development of certain real estate properties during the construction period, and certain other general support functions. Land held for development and construction in progress is transferred to operating properties by region upon completion of the associated construction or project.

The following tables provide selected asset information and results of operations of the Company’s reportable segments (in thousands):

Real estate investments, at cost:
	December 31, 2022		December 31, 2021
Philadelphia CBD	$	1,517,801	$	1,460,510
Pennsylvania Suburbs	878,546		866,223
Austin, Texas	851,835		778,145
Metropolitan Washington, D.C.	282,458		280,921
Other	86,600		86,803
Operating Properties	$	3,617,240	$	3,472,602
Corporate
Right of use asset - operating leases, net	$	19,664	$	20,313
Construction-in-progress	$	218,869	$	277,237
Land held for development	$	76,499	$	114,604
Prepaid leasehold interests in land held for development, net	$	35,576	$	27,762

.

Net operating income:

	Year Ended December 31,
	2022						2021						2020
	Total revenue		Operating expenses (a)		Net operating income		Total revenue		Operating expenses (a)		Net operating income		Total revenue		Operating expenses (a)		Net operating income (loss)
Philadelphia CBD	$	220,876	$	(79,827)	$	141,049	$	207,858	$	(73,695)	$	134,163	$	232,028	$	(82,505)	$	149,523
Pennsylvania Suburbs	128,940		(41,814)		87,126		124,566		(40,011)		84,555		141,613		(46,281)		95,332
Austin, Texas	96,328		(41,141)		55,187		101,680		(39,374)		62,306		102,982		(39,759)		63,223
Metropolitan Washington, D.C.	21,900		(12,539)		9,361		19,865		(15,386)		4,479		40,223		(20,791)		19,432
Other	14,710		(8,626)		6,084		14,015		(9,840)		4,175		13,469		(9,815)		3,654
Corporate	23,346		(10,454)		12,892		18,835		(10,005)		8,830		4,537		(6,305)		(1,768)
Operating properties	$	506,100	$	(194,401)	$	311,699	$	486,819	$	(188,311)	$	298,508	$	534,852	$	(205,456)	$	329,396

(a)Includes property operating expense, real estate taxes and third party management expense.

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Unconsolidated real estate ventures:
	Investment in real estate ventures, at equity				Equity in income (loss) of real estate venture
	As of				Year ended December 31,
	December 31, 2022		December 31, 2021		2022		2021		2020
Philadelphia CBD	$	387,301	$	317,959	$	(11,764)	$	(15,191)	$	(9,090)
Metropolitan Washington, D.C.	83,903		85,867		(2,324)		(3,755)		(3,019)
Mid-Atlantic Office JV	31,005		31,680		412		932		96
MAP Venture	(35,411)		(24,396)		(8,340)		(8,683)		(6,571)
Austin, Texas	65,426		—		—		—		—
Total	$	532,224	$	411,110	$	(22,016)	$	(26,697)	$	(18,584)

Net operating income (“NOI”) is a non-GAAP financial measure, which we define as total revenue less property operating expenses, real estate taxes, and third party management expenses. 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 and management fees. 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. NOI presented by the Company may not be comparable to NOI reported by other companies that define NOI differently. NOI is the primary measure that is used by the Company's management to evaluate the operating performance of the Company's real estate assets by segment. The Company believes NOI provides useful information to investors regarding the financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. While NOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance. NOI does not reflect interest expenses, real estate impairment losses, depreciation and amortization costs, capital expenditures and leasing costs. The Company believes that net income (loss), as defined by GAAP, is the most appropriate earnings measure. The following is a reconciliation of consolidated net income (loss), as defined by GAAP, to consolidated NOI, (in thousands):

	Year Ended December 31,
	2022		2021		2020
Net income	$	53,992	$	12,366	$	307,326
Plus:
Interest expense	68,764		62,617		73,911
Interest expense - amortization of deferred financing costs	3,091		2,836		2,904
Depreciation and amortization	177,984		178,105		188,283
General and administrative expenses	35,006		30,153		30,288
Equity in loss of unconsolidated real estate ventures	22,016		26,697		18,584
Provision for impairment	4,663		—		—
Loss on early extinguishment of debt	435		—		—
Less:
Interest and investment income	1,905		8,295		1,939
Income tax (provision) benefit	(55)		(47)		224
Net gain on disposition of real estate	17,677		142		289,461
Net gain on sale of undepreciated real estate	8,007		2,903		201
Net gain on real estate venture transactions	26,718		2,973		75
Consolidated net operating income	$	311,699	$	298,508	$	329,396

20. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is involved from time to time in litigation on various matters, including disputes with tenants, disputes with vendors, employee disputes and disputes arising out of agreements to purchase or sell properties or joint ventures or disputes

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relating to state and local taxes. Given the nature of the Company’s business activities, these lawsuits are considered routine to the conduct of its business. The result of any particular lawsuit cannot be predicted, because of the very nature of litigation, the litigation process and its adversarial nature, and the jury system. The Company will establish reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and when the amount of loss is reasonably estimable. The Company does not expect that the liabilities, if any, that may ultimately result from such legal actions will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Environmental

As an owner of real estate, the Company is subject to various environmental laws of federal, state, and local governments. The Company’s compliance with existing laws has not had a material adverse effect on its financial condition and results of operations, and the Company does not believe it will have a material adverse effect in the future. However, the Company cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on its current Properties or on properties that the Company may acquire.

Debt Guarantees

As of December 31, 2022, the Company's unconsolidated real estate ventures had aggregate indebtedness of $1,204.8 million. These loans are generally mortgage or construction loans, most of which are nonrecourse to the Company, except for customary recourse carve-outs. In addition, during construction undertaken by the unconsolidated real estate ventures, including the 3025 JFK Venture, the Company has provided, and expects to continue to provide, cost overrun and completion guarantees, as well as customary environmental indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements. In the agreement with its partner in the 3025 JFK Venture, the Company agreed to provide cost overrun and completion guaranties for the project under development. With respect to the construction loan obtained by 3025 JFK Venture on July 23, 2021, the Company has also provided a carry guarantee and limited payment guarantee up to 25% of the principal balance of the $186.7 million construction loan. The Company has also provided cost overrun and completion guarantees, as well as customary environmental indemnities, in favor of the joint venture partners, for the One Uptown Ventures. See also Note 4, “Investment in Unconsolidated Real Estate Ventures,” for information on the guarantees in favor of the lenders on the construction loans for the One Uptown Ventures.

Impact of Natural Disasters and Casualty

The Company carries liability insurance to mitigate its exposure to certain losses, including those relating to property damage. The Company records the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the amount of the losses is considered a gain contingency and is not recorded until the proceeds are received.

In February 2021, one of the Company's properties in Austin, Texas sustained damage from the winter storms and resulting power grid failures. As a result of the damage, during the year ended December 31, 2021, the Company recorded a fixed asset write-off totaling $1.2 million. During the year ended December 31, 2021, the Company has recorded an estimated $7.2 million of restoration costs, of which $1.9 million is included in Accounts payable and accrued expenses on the consolidated balance sheets as of December 31, 2021. The Company has also sustained business interruption loss of $3.9 million related to unpaid rent, which is also fully covered under the insurance policy. During the year ended December 31, 2021, the Company received $15.3 million of insurance proceeds, resulting in full recovery of the costs incurred to date. The $3.0 million of insurance proceeds received in excess of the fixed asset write-off, total business interruption, and total estimated restoration cost during the year ended December 31, 2021 is included in Other income on the consolidated statement of operations. During year ended December 31, 2022, the Company recognized a $0.8 million reduction of the previously estimated restoration costs and also received $2.8 million of additional insurance proceeds. The reduction of the restoration costs and additional insurance proceeds are included in other income on the consolidated statement of operations.

F-55

Other Commitments or Contingencies

Under the terms of each of the One Uptown joint venture agreements, the Company has provided cost overrun and completion guarantees, as well as customary environmental indemnities, in favor of the joint venture partner, for each of the One Uptown joint ventures. See Note 4, “Investment in Unconsolidated Real Estate Ventures” for further information.

In connection with the Schuylkill Yards Project, the Company entered into a neighborhood engagement program and, as of December 31, 2022, had $6.6 million of future fixed contractual obligations. The Company also committed to fund additional contributions under the program. As of December 31, 2022, the Company estimates that these additional contributions, which are not fixed under the terms of agreement, will be $2.2 million.

In connection with the formation of the Commerce Square Venture, the Company has committed to investing an additional $20.0 million of preferred equity in the properties on a pari passu basis with its joint venture partner of which $7.2 million has been contributed by the Company as of December 31, 2022.

As part of the Company’s September 2004 acquisition of a portfolio of properties (which the Company refers to as the “TRC acquisition”), the Company acquired its interest in Two Logan Square, a 708,844 square foot office building in Philadelphia, Pennsylvania primarily through its ownership of a second and third mortgage secured by this property. This property is consolidated, as the borrower is a variable interest entity and the Company, through its ownership of the second and third mortgages, is the primary beneficiary. On October 21, 2020, the Company also acquired the $79.8 million first mortgage on the property from the third-party mortgage lender pursuant to an agreement with certain of the former owners. Under the agreement, the Company has agreed to not take title to Two Logan until the earlier of June 2026 or the occurrence of certain events related to the ownership interests of certain former owners. If the Company were to sell the restricted property before the expiration of the restricted period in a non-exempt transaction, the Company may be required to make significant payments to certain of the former owners of Two Logan Square on account of tax liabilities attributed to them. Additionally, the Company will be required to pay these certain former owners an amount estimated at approximately $0.6 million to redeem their residual interest in the fee owner of this property. The $0.6 million payment is included within “Other liabilities” on the consolidated balance sheets.

The Company invests in its properties and regularly incurs capital expenditures in the ordinary course of business to maintain the properties. The Company believes that such expenditures enhance its competitiveness. The Company also enters into construction, utility and service contracts in the ordinary course of business which may extend beyond one year. These contracts typically provide for cancellation with insignificant or no cancellation penalties.

21. SUBSEQUENT EVENTS

On January 19, 2023, seven indirect wholly-owned subsidiaries of the Company entered into a term loan agreement secured by seven operating properties in the aggregate principal amount of $245.0 million (the “Secured Facility”). The Secured Facility has a scheduled maturity date of February 6, 2028 and may be prepaid in full on or after March 6, 2025, subject to a prepayment premium, and may be prepaid in full on or after August 6, 2027 without any prepayment premium. The Secured Facility bears interest at 5.875% per year through the maturity date and is interest-only (payable monthly) through the maturity date. The Company used the net proceeds from the term loan for general corporate purposes, including to reduce outstanding borrowings under the Company’s unsecured revolving credit facility.

On January 20, 2023, the Company redeemed in full its then outstanding 2023 Notes. The redemption price of the 2023 Notes was approximately $55.2 million (approximately $54.3 million in principal and approximately $0.92 million of accrued and unpaid interest). The aggregate redemption price of the 2023 Notes was paid by the Company from available cash balances.

F-56

Brandywine Realty Trust and Brandywine Operating Partnership, L.P.

Schedule II

Valuation and Qualifying Accounts

(in thousands)

Description	Balance at Beginning of Year		Additions		Deductions (1)		Balance at End of Year
Allowance for doubtful accounts:
December 31, 2022	$	4,133	$	—	$	186	$	3,947
December 31, 2021	$	5,086	$	—	$	953	$	4,133
December 31, 2020	$	7,975	$	—	$	2,889	$	5,086

(1)Deductions represent amounts that the Company had fully reserved for in prior years and were subsequently deemed uncollectible. Deductions also represent reversals of the accrued rent receivable allowance as a result of the Company's ongoing assessment of its general accrued rent receivable reserve.

F-57

BRANDYWINE REALTY TRUST AND BRANDYWINE OPERATING PARTNERSHIP, L.P.

Schedule III

Real Estate and Accumulated Depreciation — December 31, 2022

(in thousands)

			Initial Cost						Gross Amount Which Carried December 31, 2022
Property Name	City	State	Land		Building & Improvements		Net Improvements (Retirements) Since Acquisition		Land		Building & Improvements		Total (a)		Accumulated Depreciation at December 31, 2022 (b)		Year of Construction	Year Acquired	Depreciable Life
PENNSYLVANIA SUBURBS
Six Tower Bridge (181 Washington Street)	Conshohocken	PA	$	6,927	$	14,722	$	1,176	$	6,237	$	16,588	$	22,825	$	4,604	1999	2013	(c)
426 West Lancaster Avenue	Devon	PA	1,689		6,756		9,405		1,686		16,164		17,850		2,727		1990	1998	(c)
640 Freedom Business Center (d)	King Of Prussia	PA	1,015		20,098		4,603		332		25,384		25,716		16,544		1991	1998	(c)
620 Freedom Business Center (d)	King Of Prussia	PA	666		13,118		2,372		217		15,939		16,156		10,154		1986	1998	(c)
1000 First Avenue	King Of Prussia	PA	—		13,708		2,971		—		16,679		16,679		12,521		1980	1998	(c)
1060 First Avenue	King Of Prussia	PA	—		13,665		3,979		—		17,644		17,644		12,989		1987	1998	(c)
630 Freedom Business Center Drive (d)	King Of Prussia	PA	666		13,251		2,864		219		16,562		16,781		10,946		1989	1998	(c)
1020 First Avenue	King Of Prussia	PA	—		10,744		4,306		—		15,050		15,050		11,050		1984	1998	(c)
1040 First Avenue	King Of Prussia	PA	—		14,142		4,915		—		19,057		19,057		14,165		1985	1998	(c)
610 Freedom Business Center Drive (d)	King Of Prussia	PA	485		9,602		2,289		159		12,217		12,376		8,256		1985	1998	(c)
650 Park Avenue	King Of Prussia	PA	1,916		4,378		(4,378)		1,916		—		1,916		—		1968	1998	(c)
600 Park Avenue	King Of Prussia	PA	1,012		4,048		50		1,012		4,098		5,110		2,660		1964	1998	(c)
933 First Avenue	King Of Prussia	PA	3,127		20,794		(1,125)		3,127		19,669		22,796		4,823		2017	N/A	(c)
500 North Gulph Road	King Of Prussia	PA	1,303		5,201		21,471		1,303		26,672		27,975		4,690		1979	1996	(c)
401 Plymouth Road	Plymouth Meeting	PA	6,199		16,131		14,515		6,199		30,646		36,845		15,527		2001	2000	(c)
Metroplex (4000 Chemical Road)	Plymouth Meeting	PA	4,373		24,546		5,554		4,373		30,100		34,473		9,860		2007	2001	(c)
610 West Germantown Pike	Plymouth Meeting	PA	3,651		14,514		5,461		3,651		19,975		23,626		10,440		1987	2002	(c)
600 West Germantown Pike	Plymouth Meeting	PA	3,652		15,288		4,035		3,652		19,323		22,975		9,682		1986	2002	(c)
630 West Germantown Pike	Plymouth Meeting	PA	3,558		14,743		3,169		3,558		17,912		21,470		9,015		1988	2002	(c)
620 West Germantown Pike	Plymouth Meeting	PA	3,572		14,435		4,131		3,572		18,566		22,138		8,409		1990	2002	(c)
660 West Germantown Pike	Plymouth Meeting	PA	3,694		5,487		19,502		5,405		23,278		28,683		8,467		1987	2012	(c)
351 Plymouth Road	Plymouth Meeting	PA	1,043		555		—		1,043		555		1,598		246		N/A	2000	(c)
150 Radnor Chester Road	Radnor	PA	11,925		36,986		21,691		11,897		58,705		70,602		26,556		1983	2004	(c)
One Radnor Corporate Center	Radnor	PA	7,323		28,613		14,397		7,323		43,010		50,333		27,920		1998	2004	(c)
201 King of Prussia Road	Radnor	PA	8,956		29,811		4,196		8,949		34,014		42,963		22,515		2001	2004	(c)
555 Lancaster Avenue	Radnor	PA	8,014		16,508		10,772		8,609		26,685		35,294		9,722		1973	2004	(c)
Four Radnor Corporate Center	Radnor	PA	5,406		21,390		10,499		5,705		31,590		37,295		18,534		1995	2004	(c)
Five Radnor Corporate Center	Radnor	PA	6,506		25,525		9,755		6,578		35,208		41,786		16,306		1998	2004	(c)
Three Radnor Corporate Center	Radnor	PA	4,773		17,961		1,788		4,791		19,731		24,522		11,768		1998	2004	(c)
Two Radnor Corporate Center	Radnor	PA	3,937		15,484		2,552		3,942		18,031		21,973		11,383		1998	2004	(c)
130 Radnor Chester Road	Radnor	PA	2,573		8,338		(258)		2,567		8,086		10,653		4,099		1983	2004	(c)
170 Radnor Chester Road	Radnor	PA	2,514		8,147		2,008		2,509		10,160		12,669		5,366		1983	2004	(c)
200 Radnor Chester Road	Radnor	PA	3,366		—		3,740		3,366		3,740		7,106		1,137		2014	2005	(c)
101 West Elm Street	W. Conshohocken	PA	6,251		25,209		2,846		6,251		28,055		34,306		12,533		1999	2005	(c)
1 West Elm Street	W. Conshohocken	PA	3,557		14,249		8,203		3,557		22,452		26,009		7,302		1999	2005	(c)
250 King of Prussia Road (e) (i)	Radnor	PA	—		20,566		12,733		976		32,323		33,299		626		N/A	2022	(c)

F-58

			Initial Cost			Gross Amount Which Carried December 31, 2022
Property Name	City	State	Land	Building & Improvements	Net Improvements (Retirements) Since Acquisition	Land	Building & Improvements	Total (a)	Accumulated Depreciation at December 31, 2022 (b)	Year of Construction	Year Acquired	Depreciable Life
PHILADELPHIA CBD
Cira Centre (2929 Arch Street)	Philadelphia	PA	—	208,570	23,843	12,586	219,827	232,413	73,510	2005	N/A	(c)
Three Logan Square (1717 Arch Street)	Philadelphia	PA	—	98,188	86,126	25,195	159,119	184,314	61,247	1990	2010	(c)
One Logan Square (130 North 18th Street)	Philadelphia	PA	14,496	107,736	21,614	14,473	129,373	143,846	70,363	1998	2004	(c)
Two Logan Square (100 North 18th Street)	Philadelphia	PA	16,066	100,255	34,198	16,066	134,453	150,519	61,597	1988	2004	(c)
Cira Centre South Garage (129 South 30th Street) (d)	Philadelphia	PA	—	76,008	26,970	6,638	96,340	102,978	27,789	2010	N/A	(c)
1900 Market Street	Philadelphia	PA	7,768	17,263	61,760	7,768	79,023	86,791	30,016	1981	2012	(c)
3020 Market Street	Philadelphia	PA	—	21,417	7,442	—	28,859	28,859	13,904	1959	2011	(c)
618-634 Market Street	Philadelphia	PA	13,365	5,791	5,180	13,365	10,971	24,336	7,222	1966	2015	(c)
FMC Tower at Cira Centre South (2929 Walnut Street)	Philadelphia	PA	—	400,294	10,689	—	410,983	410,983	85,826	2016	N/A	(c)
2100 Market Street	Philadelphia	PA	18,827	—	6,292	18,854	6,265	25,119	2,280	N/A	2015	(c)
1505-11 Race Street	Philadelphia	PA	3,662	6,061	8	3,670	6,061	9,731	328	1922	2020	(c)
3000 Market Street (f)	Philadelphia	PA	18,924	13,080	17,349	18,924	30,429	49,353	2,608	1937	2017	(c)
The Bulletin Building (3025 Market Street) (f)	Philadelphia	PA	—	24,377	44,081	—	68,458	68,458	11,490	1953	2017	(c)
3001-3003 JFK Boulevard (g)	Philadelphia	PA	—	—	111	—	111	111	32	N/A	2018	N/A
METROPOLITAN WASHINGTON, D.C.
6600 Rockledge Drive	Bethesda	MD	—	37,421	7,672	—	45,093	45,093	17,099	1981	2006	(c)
1676 International Drive	McLean	VA	18,437	97,538	37,113	18,785	134,303	153,088	35,718	1999	2006	(c)
8260 Greensboro Drive	McLean	VA	7,952	33,964	8,645	8,102	42,459	50,561	14,217	1980	2006	(c)
8521 Leesburg Pike	Vienna	VA	4,316	30,885	(1,511)	3,587	30,103	33,690	12,032	1984	2006	(c)
Dabney Westwood	Richmond	VA	1,732	—	3,690	819	4,603	5,422	185	NA	1998	(c)
AUSTIN, TX
401-405 Colorado Street (h) (i)	Austin	TX	—	100,448	564	—	101,012	101,012	2,728	2022	N/A	(c)
11501 Burnet Road - Building 1	Austin	TX	3,755	22,702	4	3,755	22,706	26,461	8,876	1991	2015	(c)
11501 Burnet Road - Building 2	Austin	TX	2,732	16,305	1,473	2,732	17,778	20,510	7,422	1991	2015	(c)
11501 Burnet Road - Building 3	Austin	TX	3,688	22,348	6,421	3,688	28,769	32,457	9,372	1991	2015	(c)
11501 Burnet Road - Building 4	Austin	TX	2,614	15,740	3	2,614	15,743	18,357	6,153	1991	2015	(c)
11501 Burnet Road - Building 5	Austin	TX	3,689	22,354	4	3,689	22,358	26,047	8,740	1991	2015	(c)
11501 Burnet Road - Building 6	Austin	TX	2,676	15,972	13,855	2,676	29,827	32,503	12,555	1991	2015	(c)
11501 Burnet Road - Building 8	Austin	TX	1,400	7,422	1,776	1,400	9,198	10,598	3,594	1991	2015	(c)
11501 Burnet Road - Parking Garage	Austin	TX	—	19,826	1,538	—	21,364	21,364	8,740	1991	2015	(c)
Four Points Centre 3 (11120 Four Points Drive)	Austin	TX	1,140	—	40,322	1,141	40,321	41,462	6,849	2019	2013	(c)
One Barton Skyway (1501 South MoPac Expressway)	Austin	TX	10,496	47,670	7,970	10,495	55,641	66,136	6,565	1999	2018	(c)
Two Barton Skyway (1601 South MoPac Expressway)	Austin	TX	10,849	53,868	3,889	10,848	57,758	68,606	7,271	2000	2018	(c)
Three Barton Skyway (1221 South MoPac Expressway)	Austin	TX	10,374	47,624	1,027	10,373	48,652	59,025	5,158	2001	2018	(c)
Four Barton Skyway (1301 South MoPac Expressway)	Austin	TX	13,301	57,041	7,611	13,300	64,653	77,953	7,096	2001	2018	(c)

F-59

			Initial Cost						Gross Amount Which Carried December 31, 2022
Property Name	City	State	Land		Building & Improvements		Net Improvements (Retirements) Since Acquisition		Land		Building & Improvements		Total (a)		Accumulated Depreciation at December 31, 2022 (b)		Year of Construction	Year Acquired	Depreciable Life
Four Points Centre (11305 Four Points Drive)	Austin	TX	7,800		43,581		4,515		7,800		48,096		55,896		6,275		2008	2018	(c)
River Place - Building 1 (6500 River Place Boulevard)	Austin	TX	2,004		17,680		562		2,004		18,242		20,246		2,189		2000	2018	(c)
River Place - Building 2 (6500 River Place Boulevard)	Austin	TX	3,137		29,254		806		3,137		30,060		33,197		3,432		2000	2018	(c)
River Place - Building 3 (6500 River Place Boulevard)	Austin	TX	3,064		26,705		447		3,064		27,152		30,216		2,931		2000	2018	(c)
River Place - Building 4 (6500 River Place Boulevard	Austin	TX	2,273		18,617		1,716		2,273		20,333		22,606		2,903		2000	2018	(c)
River Place - Building 5 (6500 River Place Boulevard)	Austin	TX	1,752		14,315		692		1,752		15,007		16,759		1,655		2001	2018	(c)
River Place - Building 6 (6500 River Place Boulevard)	Austin	TX	1,598		12,945		703		1,598		13,648		15,246		1,490		2001	2018	(c)
River Place - Building 7 (6500 River Place Boulevard)	Austin	TX	1,801		16,486		1,208		1,801		17,694		19,495		2,468		2002	2018	(c)
Quarry Lake II (4516 Seton Center Parkway)	Austin	TX	3,970		30,546		1,174		3,867		31,823		35,690		3,611		1998	2018	(c)
OTHER
Main Street - Plaza 1000	Voorhees	NJ	2,732		10,942		284		2,732		11,226		13,958		11,054		1988	1997	(c)
Main Street - Piazza	Voorhees	NJ	696		2,802		3,586		704		6,380		7,084		4,547		1990	1997	(c)
Main Street - Promenade	Voorhees	NJ	532		2,052		311		532		2,363		2,895		1,561		1988	1997	(c)
920 North King Street	Wilmington	DE	6,141		21,140		7,108		6,141		28,248		34,389		16,427		1989	2004	(c)
300 Delaware Avenue	Wilmington	DE	6,369		13,739		2,750		6,369		16,489		22,858		10,393		1989	2004	(c)
	Total:		$	359,777	$	2,527,685	$	729,778	$	403,998	$	3,213,242	$	3,617,240	$	1,063,060

F-60

(a)Reconciliation of Real Estate:

The following table reconciles the real estate investments from January 1, 2020 to December 31, 2022 (in thousands):

	2022		2021		2020
Balance at beginning of year	$	3,472,602	$	3,474,109	$	4,006,459
Additions:
Acquisitions	—		—		9,722
Capital expenditures and assets placed into service	212,874		134,931		113,221
Less:
Dispositions/impairments/placed into redevelopment	(32,951)		(82,247)		(619,086)
Retirements	(35,285)		(54,191)		(36,207)
Balance at end of year	$	3,617,240	$	3,472,602	$	3,474,109
Per consolidated balance sheet	$	3,617,240	$	3,472,602	$	3,474,109

The aggregate cost for federal income tax purposes is $3.2 billion as of December 31, 2022.

(b)Reconciliation of Accumulated Depreciation:

The following table reconciles the accumulated depreciation on real estate investments from January 1, 2020 to December 31, 2022 (in thousands):

	2022		2021		2020
Balance at beginning of year	$	957,450	$	896,561	$	973,318
Additions:
Depreciation expense	147,735		136,171		138,822
Less:
Dispositions/impairments/placed into redevelopment	(7,341)		(24,440)		(182,526)
Retirements	(34,784)		(50,842)		(33,053)
Balance at end of year	$	1,063,060	$	957,450	$	896,561
Per consolidated balance sheet	$	1,063,060	$	957,450	$	896,561

(c)Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 55 years.

(d)Land value represents unamortized prepaid ground lease.

(e)250 King of Prussia Road was partially placed into service in 2022.

(f)Reflects original construction date. Significant improvements were made to 3000 Market Street in 1988 and to The Bulletin Building in 2012.

(g)Represent leasehold interests in land parcels acquired through prepaid 99-year ground leases. Development has not yet commenced on the parcel. Building and improvements represent costs related to parking operations.

(h)401-405 Colorado Street was partially placed into service in 2021.

(i)Initial cost for projects undergoing development or redevelopment is the cost at end of first complete calendar year subsequent to the property being first placed into service.

F-61

EX-3.2 19

Exhibit 3.2.19

ADMITTED PARTNERS OF

BRANDYWINE OPERATING PARTNERSHIP, L.P.

AS OF DECEMBER 31, 2022

Brandywine Holdings I, Inc.

Brandywine Realty Trust

R. Randle Scarborough

Steven L. Shapiro

Gloria Kantor

Hirschman Family Trust

Helen Geffner

Trust UTW of Theodore Geffner

D. Kent Dahlke

Kenneth L. Hatfield

Michael G. Tombari

James J. Gorman

Christopher J. Knauer

The Revocable Trust Declaration of Thomas K. Terrill and Susan Jean Terrill

The Redford Family Survivor’s Trust

The Peter M. Reynolds and Christina A. Reynolds Family Trust

C. Thomas Martz

Karen Leigh Brown

Tara Lynne Brown

Kristen Ann Stinnett-Brown

The Reynolds Family Partners

GENERAL PARTNER

Brandywine Realty Trust

EX-10.16

Exhibit 10.16

Schedule of Non-Employee Trustee Compensation

(as revised, effective May 25, 2023)

1. Annual Fee:

a. $45,000.

b. payable at annual meeting of shareholders.

c. payable in cash or common shares (valued at closing price on date of annual meeting of shareholders), at the election of each non-employee Trustee.

d. cash portion is eligible for deferral into the Deferred Compensation Plan.

2. Annual Equity Award:

a. $115,000 in common shares.

b. number of common shares computed based on closing price of the common shares on date of annual meeting of shareholders and delivered immediately following the meeting date.

c. common shares fully vested at grant.

d. common shares are not eligible for deferral into the Deferred Compensation Plan.

3. Per Board Meeting Fee:

a. $1,500.

b. payable in cash.

c. eligible for deferral into the Deferred Compensation Plan.

4. Per Committee Meeting Fee:

a. $1,500.

b. payable in cash.

c. not eligible for deferral into the Deferred Compensation Plan.

5. Per informal Board Informational Meeting Fee:

a. $1,500.

b. payable in cash.

c. not eligible for deferral into the Deferred Compensation Plan.

6. Chair Fees:

a. Board Chair - $75,000 per year, payable in cash, at annual meeting of shareholders.

b. Audit Committee Chair - $20,000 per year, payable in cash, at annual meeting of shareholders.

c. Compensation Committee Chair - $15,000 per year, payable in cash, at annual meeting of shareholders.

d. Corporate Governance Committee Chair - $15,000 per year, payable in cash, at annual meeting of shareholders.

e. Chair fees are not eligible for deferral into the Deferred Compensation Plan.

7. Miscellaneous: Fees are payable for meeting attendance, whether in person or by phone.

8. Additional Share Issuance. Upon the earliest of a change in control event (as defined in Treasury Regulation 1.409A-3(i)(5)(i)) or a separation from service (as defined in Treasury Regulation 1.409A-1(h)) (including as a result of death or disability) each non-employee Trustee (or, in the case of separation from service, the Trustee who is the subject of the separation from service) shall be entitled to receive a number of fully-vested common shares having an aggregate value (based on the closing price of the common shares on the trading day immediately prior to the consummation of the change in control event or the separation from service) equal to $95,000 multiplied by a fraction the numerator of which is the number of days that elapsed between the annual meeting of shareholders next preceding the date of consummation of the change in control event or the date of separation from service, as applicable, and the denominator of which is 365.

9. Effective Date of Changes. The changes in this Schedule shall be effective as of the opening of business on the date of the 2023 annual shareholders meeting.

EX-10.23

Exhibit 10.23

BRANDYWINE REALTY TRUST

AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN

RESTRICTED PERFORMANCE SHARE UNIT AWARD AGREEMENT

ISSUED PURSUANT TO THE

2023-2025 RESTRICTED PERFORMANCE SHARE UNIT PROGRAM

This RESTRICTED PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Award Agreement”), dated as of _____ __, 2023 is between Brandywine Realty Trust, a Maryland real estate investment trust (the “Trust”), and ______________ (the “Grantee”).

WHEREAS, the Trust’s Compensation Committee (the “Committee”) established the Brandywine Realty Trust 2023-2025 Restricted Performance Share Unit Program (the “Program”) under the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan (the “Plan”);

WHEREAS, the Plan provides for the award of “Performance Shares” (as defined in the Plan) (which award is referred to as a “Restricted Performance Share Unit” or an “RSU” in the Program and herein) to participants following the attainment of a designated corporate performance goal; and

WHEREAS, the Program designates a performance goal that determines if and the extent to which Shares will become deliverable to a participant in the Program based on his or her Restricted Performance Share Units.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the legal sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Potential Award of Shares

a.The Grantee is hereby awarded a number of initial “Base Units” (as defined in the Program) equal to ________ Restricted Performance Share Units.

b.The Trust hereby promises to deliver to the Grantee the number of Shares that Grantee becomes entitled to under Section 5 of the Program (if any). Unless the Grantee elects to make a deferral election pursuant to Section 6 of the Program (in which case Shares will be delivered in accordance with such election), the Shares shall be delivered on (i) February 1, 2026 or (ii) in the event of a “Change of Control” (as defined in the Program) prior to January 1, 2026, on the fifth calendar day after the end of the “Measurement Period” (as defined in the Program) or (iii) in the event of a separation from service covered in Section 9(a) of the Program (relating to death, Disability or Retirement), on or before the thirtieth day after Grantee’s separation from service (as applicable, the “Delivery Date”). This Award Agreement is in all respects limited and conditioned as hereinafter provided, and is subject in all respects to the terms and conditions of the Program and the Plan now in effect and as they may be amended from time to time; provided, that no amendment may adversely affect an issued Award Agreement without the written consent of the affected Grantee. The terms and conditions of the Program and the Plan are incorporated herein by reference, made a part hereof, and shall control in the event of any conflict with any other terms of the Award Agreement.

2.Share Certificates. Any certificates for Shares delivered pursuant to the Program shall be registered in the Grantee’s name (or, if the Grantee so requests, in the name of the Grantee and the Grantee’s spouse, jointly with right of survivorship).

3.Transferability. Except as provided in Section 7 of the Program (regarding beneficiary designations), the Grantee may not assign or transfer his or her Restricted Performance Share Units, notional Shares or any interest therein.

4.Withholding of Taxes. The obligation of the Trust to deliver Shares shall be subject to applicable federal, state and local tax withholding requirements. If the amount includible in the Grantee’s income as a result of the delivery of Shares is subject to the withholding requirements of applicable tax law, the Trust will cancel a number of Shares otherwise issuable hereunder having an aggregate Fair Market Value on the Delivery Date equal to the required tax withholdings. Notwithstanding the foregoing, the Trust may limit the number of Shares withheld to the extent necessary to avoid adverse accounting consequences.

5.Share Ownership Requirements. For purposes of the share ownership requirements of the Trust’s governance guidelines, the Shares issued to the Grantee under the Program shall be treated as though they were restricted shares that became vested upon issuance. However, any share ownership requirement that results from this provision shall immediately lapse upon the Grantee’s termination of employment with the Employer.

6.Clawback. Notwithstanding anything to the contrary contained herein, Grantee agrees that this Award will be subject to the terms of any current or future clawback or recapture policy adopted by the Company and any current or future law, regulation or stock exchange listing requirement regarding the clawback or recapture of compensation.

7.Governing Law. This Award Agreement shall be construed in accordance with, and its interpretation shall be governed by, applicable federal law and otherwise by the laws of the State of Maryland (without reference to the principles of the conflict of laws).

IN WITNESS WHEREOF, the Trust has caused this Award Agreement to be duly executed by its duly authorized officer and the Grantee has hereunto set his or her hand all as of the day and year first above written.

BRANDYWINE REALTY TRUST

By:_________________________________

Name:

Title:

GRANTEE

_________________________________________

EX-10.24

Exhibit 10.24

BRANDYWINE REALTY TRUST
2023-2025 RESTRICTED PERFORMANCE SHARE UNIT PROGRAM

(Established under the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan)

1.Background; Purpose.

Brandywine Realty Trust (the “Trust”) established, and its shareholders approved, the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan (the “Plan”), primarily in order to award equity and equity-based benefits to officers, employees and Trustees of the Trust and its Subsidiaries (as defined in the Plan).

One kind of equity-based benefit that can be awarded under the Plan is a “Performance Share,” which entitles the recipient to receive Shares (as defined in the Plan), without payment, following the attainment of designated performance goals.

The Compensation Committee (the “Committee”) of the Trust’s Board of Trustees is responsible for the administration of the Plan and may, pursuant to the powers granted to it thereunder, adopt rules and regulations for the administration of the Plan and determine the terms and conditions of each award granted thereunder.

The Committee desires to establish, and effective as of January 1, 2023 has established, a program under the Plan known as the “Brandywine Realty Trust 2023-2025 Restricted Performance Share Unit Program” for the 2023 through 2025 period for the benefit of certain officers of the Trust and Subsidiaries whereby such officers would receive Performance Shares under the Plan. The purposes of the Program are to motivate certain officers of the Trust to achieve challenging goals for the Trust that reflect value creation for shareholders, and to focus the attention of the eligible officers on an important financial indicator of success of the Trust and of other companies in the same business as the Trust.

The performance goal for the Performance Shares to be awarded to a Participant (as defined below) is based on the extent to which the Trust attains the Index-Based Goal (as defined below).

Together with the Plan, this document and the appendices attached hereto constitute the Program.

2.Definitions. As used in the Program, the following terms have the meanings indicated:

(a)“Award” refers to an award of Restricted Performance Share Units to a Participant under the Program.

(b)“Award Agreement” means a written document evidencing the grant to a Participant of an Award.

(c)“Base Units” means the number of Restricted Performance Share Units set forth in the Award Agreement by which the number of Shares that may be delivered to a Participant is measured.

(d)“Board” means the Board of Trustees of the Trust.

(e)“Business Combination” means a merger, reorganization or consolidation transaction described in clause (ii) of the definition of “Change of Control” in the Plan.

(f)“Change of Control” means “Change of Control” as such term is defined in the Participant’s employment agreement with the Employer (for a Participant who is party to an employment agreement with the Employer that defines Change of Control) or as defined in the Plan (in any other case); provided that in either case, with respect to a Participant who has satisfied or will satisfy the age and service requirements for Retirement on or before December 31, 2025 and to the extent required to comply with Section 409A of the Code, such event or transaction must also constitute a Control Event.

(g)“Code” means the Internal Revenue Code of 1986, as amended.

(h)“Committee” means the Compensation Committee of the Board, which Committee has developed the Program and has the responsibility to administer the Program.

(i)“Control Event” means a “change in control event” with respect to the Trust within the meaning of Treas. Reg. § 1.409A-3(i)(5)(i).

(j)“Disability Termination” means a Participant’s separation from service due to a “Disability,” as defined in the Plan.

(k)“Employer” means, collectively and individually (as applicable), the Trust and any Subsidiary.

(l)“Grant Date” means ____________, 2023.

(m)“Index” means the FTSE NAREIT Equity Office Index (as it may be renamed from time to time) or, in the event such index shall cease to be published, such other index as the Committee shall determine to be comparable thereto. For any given Measurement Period, the members of the Index will be fixed as of the first day of that Measurement Period, notwithstanding any subsequent changes to the Index made by the FTSE (or other party composing the Index); provided that companies that cease to be publicly traded during that Measurement Period will be deleted from the Index and disregarded.

(n)“Index-Based Goal” means the specific performance goal set forth in Section 5 below, which must be achieved in order for a Participant to receive Shares under an Award.

(o)“Measurement Period” means the period beginning on the Grant Date and ending on the earlier of (i) December 31, 2025; (ii) the date of a Change of Control (provided that, if the Change of Control arises from a Business Combination, the Measurement Period shall end on the date of the closing or effectiveness of the Business Combination, as applicable); or (iii) with respect to a Participant whose employment terminates on account of Retirement, death or a Disability Termination, the date provided in Section 9(a) of this Program.

(p)“Participant” means each individual who has received an Award under the Program.

(q)“Plan” means the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as it may be amended from time to time.

(r)“Program” means the Brandywine Realty Trust 2023-2025Restricted Performance Share Unit Program (established under the Plan), as it may be amended from time to time.

(s)“Restricted Performance Share Unit” or “RSU” means an Award of a “Performance Share,” as such term is defined in the Plan.

(t)“Retirement” means a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h) (or any successor regulation)) from the Employer after attaining at least age fifty seven (57) and completing at least fifteen (15) years of continuous full-time service with the Employer. For purposes of determining the duration of a Participant’s continuous full-time service with the Employer, a Participant shall be credited with service at a company acquired by the Trust (directly or through a Subsidiary) for periods that precede the acquisition date.

(u)“Share Value” means, as applicable (including for purposes of determining TSR) and except as provided in the following sentence, the average of the closing prices of one Share on the New York Stock Exchange (the “NYSE”) (or, if not then listed on the NYSE, on the principal market or quotation system on which Shares are then traded) for (i) the 10 days on which Shares were traded prior to the Grant Date (for the value of a Share on the Grant Date); or (ii) the 10 days on which Shares were traded prior to and including the last day of the Measurement Period (for the value of a Share on the last day of the Measurement Period). In the event of a Business Combination approved by the shareholders of the Trust on or prior to December 31, 2025, Share Value shall mean the final price per Share agreed upon by the parties to the Business Combination.

(v)“Shares” means “Shares” as such term is defined in the Plan.

(w)“Subsidiary” has the meaning provided in the Plan.

(x)“TSR” means total shareholder return, as calculated by the Trust or by a third party selected by the Committee.

(y)“Trust” means Brandywine Realty Trust, a Maryland real estate investment trust.

(z)“Trustee” means a member of the Board.

3.Award Agreement.

(a)Each Participant shall be issued an Award Agreement setting forth the initial number of Base Units awarded to the Participant and entitling the Participant to receive the number of Shares determined under Section 5 based on the extent to which the Index-Based Goal is achieved. The number of Base Units shall be subject to the adjustments described in Section 12 below.

(b)Each Award Agreement and the Shares which may be delivered thereunder are subject to the terms of this Program and the terms of the Plan.

4.No Shareholder Rights. A Participant will not have rights as a shareholder of the Company with respect to the Shares underlying any Base Units issued hereunder unless and until such Shares are actually issued to and held of record by that Participant.

5.Performance Goal.

(a)The number of Shares (if any) deliverable to a Participant with respect to an Award will be equal to (i) the number of Base Units subject to that Award, multiplied by (ii) a percentage determined in accordance with the table below, with reference to the Trust’s TSR for the applicable Measurement Period expressed as a percentile ranking relative to the TSR outcomes of the other component members of the Index for that Measurement Period:

Trust’s TSR Percentile Ranking	Percentage of Base Units Deliverable in Shares
Below 25th percentile	0%
25th percentile (threshold)	50%
50th percentile (target)	100%
75% percentile or above (maximum)	200%

For outcomes between the 25th and 50th percentiles, and the 50th and 75th percentiles, the number of Shares deliverable will be determined by straight line interpolation. Except as provided in Section 9 below, a Participant must be employed by an Employer on the last day of the Measurement Period in order to receive any Shares under this Program. See Appendix A attached hereto for examples illustrating the operation of this Section.

(b)However, notwithstanding the foregoing, if the Trust’s TSR for the applicable Measurement Period is negative, then without regard to the Trust’s percentile ranking relative to the TSR outcomes of the other component members of the Index, the percentage of Base Units deliverable hereunder will be capped at 100%.

(c)Notwithstanding the foregoing, Shares will be delivered under the Program only to the extent that Shares remain available under the Plan; and if the total number of Shares to be delivered as of the end of any Measurement Period exceeds the number of Shares then available under the Plan, the number of Shares deliverable for each Participant will be reduced on a pro rata basis based on each individual Participant’s Base Units as compared to the total of all Participants’ Base Units outstanding with respect to that Measurement Period.

(d)In the case of a Participant who has a separation from service that constitutes a Retirement on or prior to December 31, 2025, the Shares otherwise distributable hereunder will be subject to pro-ration in accordance with Section 9(a), below.

6.Elective Deferrals. Rights granted under the Program shall be treated as “Share Awards” and as “Performance-Based Compensation” as defined in the Brandywine Realty Trust Amended and Restated Deferred Compensation Plan (the “Deferred Compensation Plan”). Accordingly, a Participant may elect to defer receipt of Shares issuable under the Program under the rules of the Deferred Compensation Plan (including any rules established by the administrator of the Deferred Compensation Plan from time to time). Any deferral election agreement shall be in the form prescribed by the Trust.

Notwithstanding any contrary provision of this Program or the Deferred Compensation Plan, the issuance of Shares may be accelerated: (i) to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(vi) (relating to the satisfaction of tax obligations arising in connection with Awards hereunder), and (ii) to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(ix)(relating to plan terminations and liquidations).

7.Beneficiary Designation.

(a)Each Participant shall designate the person(s) as the beneficiary(ies) to whom the Participant’s Shares shall be delivered in the event of the Participant’s death prior to the delivery of the Shares to him or her. Each beneficiary designation shall be substantially in the form set forth in Appendix B attached hereto and shall be effective only when filed with the Committee during the Participant’s lifetime.

(b)Any beneficiary designation may be changed by a Participant without the consent of any previously designated beneficiary or any other person by the filing of a new beneficiary designation with the Committee. The filing of a new beneficiary designation shall cancel all beneficiary designations previously filed.

(c)If any Participant fails to designate a beneficiary in the manner provided above, or if the beneficiary designated by a Participant predeceases the Participant, the Committee shall direct such Participant’s Shares to be delivered to the Participant’s surviving spouse or, if the Participant has no surviving spouse, then to the Participant’s estate.

8.Delivery to Guardian. If Shares are issuable under this Program to a minor, a person declared incompetent, or a person incapable of handling the disposition of property, the Committee may direct the delivery of the Shares to the guardian, legal representative, or person having the care and custody of the minor, incompetent or incapable person. The Committee may require proof of incompetence, minority, incapacity or guardianship as the Committee may deem appropriate prior to the delivery. The delivery shall completely discharge the Committee, the Trustees and the Employer from all liability with respect to the Shares delivered.

9.Termination of Employment. Upon a Participant’s termination of employment on or prior to the last day of the Measurement Period, the following shall occur:

(a)Termination on Account of Retirement, Disability or Death. If, on or prior to December 31, 2025 (i) the Participant has a separation from service that constitutes a Retirement, (ii) the Participant incurs a Disability Termination, or (iii) the Participant dies, then the Participant (or the Participant’s beneficiary(ies), if applicable) shall be eligible to receive Shares (if any) under the Program as if the Measurement Period ended on the last day of the month in which the Retirement, termination or death occurred and as though the Participant had remained employed by the Employer through such date. However, in the case of a Participant who has a separation from service that constitutes a Retirement on or prior to December 31, 2025, the Shares otherwise distributable hereunder will be subject to proration. The proration will be performed by multiplying the Shares otherwise distributable hereunder by a fraction, the numerator of which will be the number of calendar months that have ended since the Grant Date and prior to the Participant’s separation from service, and the denominator of which will be 35. Any Shares not distributable due to the foregoing proration will be forfeited. For avoidance of doubt, the provisions of this paragraph apply in lieu of Section 9(b)(iii) of the Plan.

(b)Termination for Any Other Reason. If, on or prior to December 31, 2025, the Participant’s employment with the Employer terminates for any reason other than a reason described in paragraph (a) of this Section 9, the Participant shall forfeit all of the Base Units and any other rights under the Program.

10.Determination of Performance; Share Delivery. Within 30 days after the end of the Measurement Period, the Committee shall provide each Participant (or his or her beneficiary, if applicable) with a written determination of whether the Trust did or did not attain the Index-Based Goal for the applicable Measurement Period (and, if applicable, the extent to which the Index-Based Goal was attained) and the calculations used to make such determination. If Shares are to be delivered under the Program, unless a Participant validly elects otherwise pursuant to Section 6 above, they shall be delivered on February 1, 2026 or, if a Change of Control occurs before January 1, 2026, on the fifth day after the Change of Control or, in the case of a separation from service described in Section 9(a) above, on or before the thirtieth day after that separation from service.

11.Source of Shares. This Program shall be unfunded, and the delivery of Shares shall be pursuant to the Plan. Each Participant and beneficiary shall be a general and unsecured creditor of the Employer to the extent of the Shares determined hereunder, and the Participant shall have no right, title or interest in any specific asset that the Employer may set aside, earmark or identify as reserved for the delivery of Shares under the Program. The Employer’s obligation under the Program shall be merely that of an unfunded and unsecured promise to deliver Shares in the future, provided the applicable service condition is satisfied and the Index-Based Goal is met.

12.Capital Adjustments. Calculations required under the Program, the number of Base Units awarded under the Program, and the number of Shares that may be delivered under the Program shall be adjusted to reflect any increase or decrease in the number of issued Shares resulting from a subdivision (share-split), consolidation (reverse split), share dividend, or other change in the capitalization of the Trust during the Measurement Period.

13.Tax Withholding; Securities Law Compliance. The delivery of Shares (and cash, if applicable) to a Participant or beneficiary under this Program shall be subject to applicable tax withholding pursuant to the Plan. The delivery of Shares to a Participant or beneficiary under this Program and the resale of any such Shares shall be subject to applicable compliance with applicable federal and state securities laws.

14.Administration. The Program shall be administered by the Committee pursuant to the powers granted to it in Section 2 of the Plan.

15.Clawback. Performance Shares and rights under an Award Agreement shall be subject to all applicable current and future laws, regulations and stock exchange listing requirements, including laws, regulations and requirements that require recovery by the Trust of incentive-based compensation in the event of material non-compliance with any financial reporting requirements under federal securities laws.

16.Amendment and Termination. The Committee reserves the right to amend the Program, by written resolution, at any time and from time to time in any fashion, provided any such amendment does not conflict with the terms of the Plan, and to terminate it at will. However, no amendment or termination of the Program shall adversely affect any Award Agreement already issued under the Program without the written consent of the affected Participant(s).

17.Headings. The headings of the Sections and subsections of the Program are for reference only. In the event of a conflict between a heading and the content of a Section or subsection, the content of the Section or subsection shall control.

18.Section 409A. To the extent applicable, this Program is intended to comply with Section 409A of the Code and will be interpreted accordingly. Section 9(b)(v) of the Plan will only be applicable to the delivery of Shares under the Program to the extent permissible under Section 409A of the Code. The determination of whether and when Grantee’s separation from service has occurred will be made in a manner consistent with, and based on the presumptions set forth in, Treas. Reg. § 1.409A-1(h). Solely for this purpose, “Employer” will include all persons with whom the Trust would be considered a single employer as determined under Treas. Reg. § 1.409A-1(h)(3). To the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (relating to “specified employees”) is necessary to avoid the application of an additional tax under Section 409A to payments due to a Participant upon his or her separation from service, then notwithstanding any other provision of this Program, the Plan or the Deferred Compensation Plan, the issuance of Shares will be delayed until the earlier of (i) six months and one day following that Participant’s separation from service, or (ii) that Participant’s death.

19.Incorporation of Plan by Reference. Because the Program is established under the Plan in order to provide for, and determine the terms and conditions of, the granting of certain awards thereunder, the terms and conditions of the Plan are hereby incorporated by reference and made a part of this Program. Unless otherwise expressly stated herein, if any terms of the Program conflict with the terms of the Plan, the terms of the Plan shall control.

EX-10.25

Exhibit 10.25

BRANDYWINE REALTY TRUST
RESTRICTED SHARE RIGHTS AWARD AGREEMENT

THIS RESTRICTED SHARE RIGHTS AWARD AGREEMENT (this “Agreement”) dated as of the Effective Date set forth in the attached Award Certificate (the “Award Certificate”) is made pursuant to the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan (the “Plan”) by and between Brandywine Realty Trust (the “Company”) and the individual named on the Award Certificate (the “Participant”). The Award Certificate is included with and made part of this Agreement. In this Agreement and the Award Certificate, unless the context otherwise requires, words and expressions shall have the meanings given to them in the Plan, except as herein defined.

1.Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a)“Achievement Percentage” means the “Percentage of Component Earned” specified with respect to the target, above target and maximum levels for each Performance Component on the Award Certificate, or a percentage determined using linear interpolation if actual performance falls between any two specific levels. In the event that actual performance does not meet the target level for any Performance Component, the “Achievement Percentage” with respect to such Performance Component shall be zero.

(b)“Award” means the equity incentive award memorialized by this Agreement.

(c)“Deferred Compensation Plan” means the Brandywine Realty Trust Executive Deferred Compensation Plan, as in effect from time to time.

(d)“Disability” means “Disability” as defined in the Plan, provided that such condition also constitutes a “disability” as defined in Treas. Reg. § 1.409A-3(i)(4).

(e)“Double Trigger Termination” means a Company-initiated termination of the Participant’s employment without Cause, or the Participant’s resignation with Good Reason, in either case during the one year period following a Change of Control.

(f)“Good Reason” means the occurrence of any of the following after a Change of Control: (i) a decrease in the Participant’s annual base salary in effect at the date of the Change of Control; (ii) a material decrease in the Participant’s annual bonus opportunity in effect at the date of the Change of Control; (iii) a material diminution in the Participant’s title, authority, duties, or responsibilities in effect at the date of the Change of Control; or (iv) a relocation of the Participant’s principal place of work to a location more than thirty (30) miles from the location at the date of the Change of Control; provided, however, that the foregoing events or conditions will only constitute Good Reason if the Participant provides the Company with written objection to the event or condition within 90 days following the occurrence thereof, the Company does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and the Participant resigns his or her employment within 30 days following the expiration of that cure period.

(g)“Performance Components” means the performance criteria applicable to the Award, as set forth on the Award Certificate.

(h)“Performance Period” means the three year period ending December 31, 2025.

(i)“Qualifying Termination” means a Termination of Employment (x) after the Participant has become Retirement Eligible, (y) due to the Participant’s Disability, or (z) resulting from the Participant’s death.

(j)“Relative Weighting” means, in respect of any Performance Component, the “Relative Weighting” set forth for such Performance Component on the Award Certificate.

(k)“Retirement Eligible” means the Participant has attained at least age fifty seven (57) and completed at least fifteen (15) years of continuous full-time service with the Company.

(l)“RSU” means a restricted stock unit granted hereunder, which unit is intended to constitute a “Performance Share” under the Plan.

(m)“Target Award Amount” means, in respect of the Award, the “Target Award Amount” set forth on the Award Certificate.

(n)“Termination Date” means the effective date of a Termination of Employment for any reason.

(o)“Termination of Employment” means a “separation from service” of the Participant within the meaning of Treasury Regulation §1.409A-1(h) (or any successor regulation).

2.Award Elements. This Award is composed of two elements, a “basic” element and an “outperformance” element. The “basic” element consists of a number of RSUs equal to 100% of the Target Award Amount, which RSUs are subject to service-based vesting conditions as set forth stated in Section 3. The “outperformance” element consists of a number of additional RSUs (ranging from zero to 200% of the Target Award Amount) that may be earned pursuant to Section 4(a) and, if earned, will be subject to service-based vesting conditions as set forth in Section 4(b).

3.Basic Element.

(1)Vesting. Provided the Participant remains in continuous service with the Company through the applicable date or event:

(i)A number of RSUs equal to one-third (1/3) of the Target Award Amount shall become vested on each of (A) April 15, 2024, (B) April 15, 2025 and (C) April 15, 2026;

(ii)In the event of the Participant’s death or Disability, any RSUs that are subject to vesting under Section 3(a)(i) above, but not yet otherwise vested, will then become vested;

(iii)Upon the Participant becoming Retirement Eligible, any RSUs that are subject to vesting under Section 3(a)(i) above, but not yet otherwise vested, will then become vested; and

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(iv)Upon a Double Trigger Termination, any RSUs that are subject to vesting under Section 3(a)(i) above, but not yet otherwise vested, will then become vested; provided that Participant executes a general release of claims against the Company and its affiliates in a form reasonably prescribed by the Company and that release becomes irrevocable within 45 days after such termination. If Participant fails to timely satisfy this release requirement, all RSUs otherwise vesting under this Paragraph 3(a)(iv) shall be forfeited and Participant will have no further rights with respect thereto.

(v)Upon the Participant’s termination of employment with the Company, the Participant will forfeit all RSUs subject to vesting under this Section 3 (and all rights with respect thereto) that have not become vested as of or prior to such termination. In addition, if the termination is for Cause, all RSUs subject to this Section 3 (whether or not then vested) and any Shares underlying RSUs that have not yet been issued to the Participant shall then be automatically forfeited.

(1)Delivery. Subject to any delay required by Section 5(i) (regarding Section 409A), Shares will become deliverable in respect of RSUs vesting under Section 3(a) as follows:

(i)In the case of RSUs vesting under Sections 3(a)(i) or 3(a)(ii) (i.e., scheduled vesting dates, death or Disability), one Share shall be delivered in respect of each RSU then vesting, within 15 days of the applicable vesting date or event;

(ii)In the case of RSUs vesting under Section 3(a)(iii) (i.e., Retirement Eligibility), one Share shall be delivered in respect of each RSU then vesting within 15 days of the earlier of (A) the date such Share would have otherwise been deliverable under Paragraph 3(a)(i)(A), (B) or (C) (as applicable), or (B) the Participant’s Termination Date; and

(iii)In the case of RSUs vesting under Paragraph 3(a)(iv) (i.e., involuntary termination following a Change of Control) one Share shall be delivered in respect of each RSU then vesting within 60 days of Participant’s Termination Date.

(1)Dividend Equivalent Rights. Upon the payment by the Company of any cash dividend or distribution with respect to its Shares, the Participant will then be entitled to an equivalent cash payment equal to the cash dividends or distributions that would then be payable with respect to a number of Shares equal to the number of outstanding RSUs then held by the Participant and subject to this Section 3 (whether or not then vested).

4.Outperformance Element.

(1)Performance Determination. Following the last day of the Performance Period and subject to the Participant’s continued employment through the last day of the Performance Period (except as provided in Section 4(c)(i)(A) or Section 4(d) below), the total number of RSUs earned under this Section 4 shall be calculated by the Committee as follows:

(i)For each Performance Component, the total number of RSUs earned and issuable shall be equal to the product of (x) the Target Award Amount, multiplied by (y) the Relative Weighting for such Performance Component, multiplied by (z) the Achievement Percentage for such Performance Component. The foregoing calculation shall be made promptly following the end of the Performance Period. In the event that the Company’s actual performance does not meet the target level for a Performance Component, no RSUs shall be earned in respect of that Performance Component.

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(ii)The levels of achievement with respect to any Performance Component shall be adjusted from time to time by the Committee as it deems equitable and necessary in light of acquisitions, dispositions and other non-routine and opportunistic expenses, transactions or extraordinary or one-time events that impact the Company’s operations or the measurement of any Performance Component.

(1)Vesting. Subject to Sections 4(c)(i) and 4(c)(ii), the RSUs earned under Section 4(a) shall become vested as follows, subject to the Participant’s continued employment with the Company through the applicable vesting date:

(i)50% of such earned RSUs shall vest on January 1, 2026; and

(ii)50% of such earned RSUs shall vest on January 1, 2027;

(1)Effect of Certain Termination Events.

(i)Death, Disability, Retirement. Notwithstanding the foregoing:

(1)In the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the RSUs subject to this Section 4 may be earned, with the actual number of earned RSUs determined based on actual performance through the end of the Performance Period. The number of earned RSUs calculated in accordance with this Section 4(c)(i)(A) that become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of earned RSUs under the Award will be deemed vested in full and be settled pursuant to Section 4(f), with the “applicable vesting date” meaning the last day of the Performance Period.

(2)In the event of the Participant’s Qualifying Termination upon or after the completion of the Performance Period (including, for this purpose, an abbreviated performance period described below under Section 4(d)) but prior to the last vesting date applicable under Section 4(b), all earned but otherwise unvested RSUs under this Section 4 will become vested in full and will be settled pursuant to Section 4(f), with the “applicable vesting date” meaning the Termination Date.

(ii)Double Trigger Termination. In the event of a Double Trigger Termination upon or after the completion of the Performance Period (including, for this purpose, an abbreviated performance period described below under Section 4(d)) but prior to the last vesting date under Section 4(b), all earned but otherwise unvested RSUs under this Section 4 will become vested in full and will be settled pursuant to Section 4(f), with the “applicable vesting date” meaning the Termination Date; provided the Participant executes a general release of claims against the Company and its affiliates in a form reasonably prescribed by the Company and that release becomes irrevocable within 45 days after such termination. If Participant fails to timely satisfy this release requirement, all RSUs otherwise vesting under this paragraph will be forfeited and Participant will have no further rights with respect thereto.

(iii)Other Terminations. Upon the Participant’s termination of employment with the Company, the Participant will forfeit all RSUs subject to vesting under this Section 4 (and all rights with respect thereto) that have not become vested as of or prior to such termination. In addition, if the termination is for Cause, all RSUs subject to this

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Section 4 (whether or not earned or vested) and any Shares underlying RSUs that have not yet been issued to the Participant shall then be automatically forfeited.

(1)Change of Control. Notwithstanding the foregoing, in the event of a Change of Control during the Participant’s employment and prior to the completion of the Performance Period, a portion of the RSUs subject to this Section 4 may be earned, with the actual number of earned RSUs determined based on actual performance through the end of the most recently completed fiscal quarter prior to such Change of Control, measured against the Performance Components as adjusted by the Committee in its discretion to reflect the abbreviation of the Performance Period. Such earned RSUs will then remain subject to the service-based vesting conditions set forth in Section 4(b) (subject to acceleration under Section 4(c)(i)(B) or 4(c)(ii), if applicable).

(2)Dividend Equivalent Rights. Upon the payment by the Company of any cash dividend or distribution with respect to its Shares, the Participant will then be entitled to an equivalent cash payment equal to the cash dividends or distributions that would then be payable with respect to a number of Shares equal to the number of earned RSUs then held by the Participant and subject to this Section 4 (whether or not then vested).

(3)Delivery. Upon the vesting of an earned RSU in accordance with Section 4(b) or Section 4(c)(i), one Share shall be delivered in respect of each RSU then vesting not later than the 60 days following the applicable vesting date (subject to any delay required under Section 5(i) (regarding Section 409A).

5.Miscellaneous.

(a)Deferrals. To the extent provided under the Deferred Compensation Plan and timely elected in accordance with Section 409A, the Participant may elect to defer receipt of Shares hereunder (and dividends payable on those Shares following the date they would otherwise have been issued). In the event of such a deferral, the time for Share issuance and dividend payment will be governed by the Deferred Compensation Plan and not this Agreement. However, for avoidance of doubt, dividend equivalent amounts payable under Section 3(c) or 4(e) prior to the date the related Shares are (or absent a deferral election, would have been) issued hereunder may not be deferred and will in any case be paid at the times specified in Section 3(c) or 4(e), as applicable.

(b)Agreement Subject to Plan; Amendment. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. This Award is subject to the Plan and the terms and provisions of the Plan are hereby incorporated herein by reference. The terms of the Agreement and the Award Certificate may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate; provided, that any such amendment that would materially and adversely affect any right of the Participant shall not to that extent be effective without the consent of the Participant; but provided further that this Agreement may be terminated and liquidated without the consent of Participant (but subject to the requirements of Treas. Reg. § 1.409A-3(j)(4)(ix), if applicable).

(c)Participant is Unsecured General Creditor. The Participant and the Participant’s heirs, successors, and assigns shall have no legal or equitable rights, interest, or claims in any specific property or assets of the Company. Assets of the Company shall not be held under any trust for the benefit of the Participant or the Participant’s heirs, successors, or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under the Agreement or the Plan. Any and all of the

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Company’s assets shall be, and remain, the general unrestricted assets of the Company. The Company’s sole obligation under this Agreement and in respect of the Award shall be merely that of an unfunded and unsecured promise of the Company to pay the Participant in the future, subject to the conditions and provisions of the Agreement and the Plan.

(d)No Transferability; No Assignment. Neither the Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the Award or the RSUs. No part of the RSUs or the Shares delivered in respect of any vested RSUs, and/or amounts payable under this Agreement shall, prior to actual settlement or payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, be transferable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

(e)No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of this Award (or Shares issued in settlement of the Award) shall impose any obligation on the Company or any Affiliate to continue the employment of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.

(f)No Shareholder Rights. The Participant shall have no rights as a shareholder of the Company, no rights to dividends or distributions (subject to the right to receive dividend equivalent payment as set forth in Section 3(c) or 4(e)) and no voting rights with respect to the RSUs and any Shares underlying or issuable in respect of such RSUs until such Shares are actually issued to and held of record by the Participant.

(g)Tax Withholding.

(i)Regardless of any action the Company takes with respect to any or all federal, state or local income tax, employment tax or other tax related items (“Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items associated with this Award is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the delivery of the Shares, the subsequent sale of Shares acquired hereunder and the receipt of dividend equivalent payments; and (B) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(ii)Prior to the relevant taxable event, the Participant shall pay or make adequate arrangements satisfactory to the Company, in its sole discretion, to satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, the Participant authorizes the Company, in its sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by the Participant with respect to the RSUs by withholding Share otherwise issuable to the Participant. The Participant shall pay to the Company any amount of Tax Related Items that the Company

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may be required to withhold as a result of the RSUs that are not satisfied by the previously described method.

(h)Compensation Recovery Policy. Notwithstanding anything to the contrary contained herein, the Participant agrees that this Award will be subject to the terms of any current or future clawback or recapture policy adopted by the Company and any current or future law, regulation or stock exchange listing requirement regarding the clawback or recapture of compensation.

(i)Section 409A Compliance. The Award and the Shares and amounts payable under this Agreement are intended to comply with or be exempt from the requirements of Section 409A so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Participant. The Agreement shall be administered and interpreted to the extent possible in a manner consistent with that intent. Notwithstanding any other provision of this Agreement, if a Participant is a “specified employee” within the meaning of Section 409A, no payments in respect of any Award or RSU that is “deferred compensation” subject to Section 409A and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. To the extent any payment under this Award is conditioned on the effectiveness of a release of claims and the period Participant is afforded to consider the release spans two calendar years, payment will be made in the second calendar year. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. Notwithstanding any contrary provision of the Plan or this Agreement (including, without limitation, Sections 9(b)(iii) and 9(b)(v) of the Plan), the delivery of Shares hereunder may only be accelerated to the extent permitted under Section 409A.

(j)Section 280G of the Code. In the event that the accelerated vesting of the RSUs or the amounts payable under this Agreement, together with all other payments and the value of any benefit received or to be received by the Participant, would result in all or a portion of such payment being subject to excise tax under Section 4999 of the Code (the “Excise Tax”), then the Participant’s payment shall be either (a) the full payment or (b) such lesser amount that would result in no portion of the payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by the Participant, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. Any such reduction shall be made by the Company in compliance with all applicable legal authority, including Section 409A, with later payments being reduced prior to earlier payments. All determinations required to be made under this Section shall be made by the nationally recognized accounting firm which is the Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax (the “Accounting Firm”). The Company shall cause the

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Accounting Firm to provide detailed supporting calculations of its determinations to the Company and the Participant. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

(k)Affiliate Service. Solely for purposes of the vesting provisions of this Award, service with the Company will be deemed to include service with an Affiliate, but only during the period of such affiliation. Solely for purpose of determining whether a Participant is Retirement Eligible, full-time service with an entity acquired by the Company or an Affiliate will be deemed to constitute full-time service with the Company, provided the Participant was in active service with the acquired entity at the time of the transaction and has continued in service with the Company without interruption since that time.

(l)Fractional Shares. Fractional Shares otherwise issuable hereunder will be rounded down to the nearest whole Share.

(m)Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland applicable to contracts made and performed wholly within the State of Maryland, without giving effect to the conflict of law provisions thereof.

(n)Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

* * * * *

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BRANDYWINE REALTY TRUST
RESTRICTED SHARE RIGHTS
AWARD CERTIFICATE

1. Brandywine Realty Trust and the Participant who is signatory hereto, hereby agree to the terms of this Award Certificate and the Brandywine Realty Trust Outperformance Share Award Agreement to which it is attached.

2. Subject to the terms of this Award Certificate, the Agreement, and the Plan, the Company hereby grants to the Participant as of the Effective Date, the Award on the terms set forth below:

Participant:	___________________
Effective Date:	__________, 2023
Target Award Amount:	______ RSUs

[PERFORMANCE METRICS TO BE INSERTED]

4. Actual performance with respect to each Performance Component will be determined by the Committee in its sole discretion, which determination will generally be made in a manner consistent with the Company’s published disclosures (whether or not filed with the Securities and Exchange Commission), taking into account adjustments contemplated by the terms of the applicable Performance Component.

5. The Award and any RSUs which may be earned under the Award are subject to the terms and conditions set forth in this Award Certificate, the Plan and the Agreement. All terms and provisions of the Plan and the Agreement, as the same may be amended from time to time, are incorporated and made part of this Award Certificate. The Participant hereby expressly acknowledges receipt of a copy of the Plan and the Agreement.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement on the respective date(s) below indicated.

BRANDYWINE REALTY TRUST By: ___________________________________
Name:
Title:
Date: PARTICIPANT


___________________________________
Name: [Name]
Date:

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EX-21

Exhibit 21

List of Subsidiaries

AAPOP 2, L.P., a Delaware limited partnership

BDN 250 King of Prussia I, LP, a Delaware limited partnership

BDN 250 King of Prussia II, LP, a Delaware limited partnership

BDN Four Points LP, a Delaware limited partnership

BDN Four Points Land LP, a Delaware limited partnership

BDN Four Points Preserve LP, a Delaware limited partnership

BDN Millennium LP, a Delaware limited partnership

BDNNOVA Momentum LP, a Delaware limited partnership

BDN Quarry Lake II, LP, a Delaware limited partnership

BDN Radnor Hospitality Property I, LP, a Delaware limited partnership

BDN Radnor Hospitality Property II, LP, a Delaware limited partnership

BDN Radnor Property I, LP, a Delaware limited partnership

BDN Radnor Property II, LP, a Delaware limited partnership

BDN Real Estate Fund I LP, a Delaware limited partnership

Bellet Holding GP, LP, a Delaware limited partnership

Brandywine Acquisition Partners LP, a Delaware limited partnership

Brandywine Austin Properties I LP, a Texas limited partnership

Brandywine Byberry LP, a Delaware limited partnership

Brandywine Cira Chestnut I LP. a Delaware limited partnership

Brandywine Cira Garage I LP, a Delaware limited partnership

Brandywine Cira, L.P., a Pennsylvania limited partnership

Brandywine Cira South LP, a Delaware limited partnership

Brandywine Cira Walnut I LP, a Delaware limited partnership

Brandywine Commerce I LP, a Delaware limited partnership

Brandywine Commerce II LP, a Delaware limited partnership

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Brandywine F.C., L.P., a Pennsylvania limited partnership

Brandywine Garza Office I, LP, a Delaware limited partnership

Brandywine Garza Office II, LP, a Delaware limited partnership

Brandywine Garza Office III, LP, a Delaware limited partnership

Brandywine Grande B, L.P., a Delaware limited partnership

Brandywine Grande C, L.P., a Delaware limited partnership

Brandywine Greensboro Drive LP, a Delaware limited partnership

Brandywine International Drive LP, a Delaware limited partnership

Brandywine Industrial Partnership, L.P., a Delaware limited partnership

Brandywine Metroplex, L.P., a Pennsylvania limited partnership

Brandywine Midatlantic, LP, a Delaware limited partnership

Brandywine Office Investors LP, a Delaware limited partnership

Brandywine Operating Partnership, L.P., a Delaware limited partnership

Brandywine Opportunity Fund, LP, a Delaware limited partnership

Brandywine P.M., L.P., a Pennsylvania limited partnership

Brandywine Properties Management LP, a Texas limited partnership

Brandywine TB Florig, L.P., a Pennsylvania limited partnership

Brandywine TB I, L.P., a Pennsylvania limited partnership

Brandywine TB II, L.P., a Pennsylvania limited partnership

Brandywine TB VI, L.P., a Pennsylvania limited partnership

Brandywine TB VII, L.P., a Pennsylvania limited partnership

Brandywine Wood Oak LP, a Delaware limited partnership

Brandywine 145 King of Prussia, LP, a Pennsylvania limited partnership

Brandywine 1177 Beltline Associates, L.P., a Texas limited partnership

Brandywine 3001-3003 JFK, LP, a Delaware limited partnership

Brandywine 3001-3003 JFK II, LP, a Delaware limited partnership

Brandywine 3025 JFK, LP, a Delaware limited partnership

Brandywine 3025 Market, LP, a Pennsylvania limited partnership

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Brandywine 3151 Market, LP, a Delaware limited partnership

Brandywine 3151 Venture, LP, a Delaware limited partnership

BT Plymouth LP, a Delaware limited partnership

Chase Uptown West Property LP, a Delaware limited partnership

Cira Square Owner LP, a Delaware limited partnership

Cira Square PO LP, a Delaware limited partnership

Commerce Square Partners – Philadelphia Plaza, L.P., a Delaware limited partnership

Concord Airport Plaza Associates, LP, a California limited partnership

Cooperative Way Metro Owner LLC, a Delaware limited liability company

Eight/Oliver Brandywine Partner, L.P., a Pennsylvania limited partnership

Five/Oliver Brandywine Partner, L.P., a Pennsylvania limited partnership

Four Tower Bridge Associates, a Pennsylvania limited partnership

G&I VII Barton Creek LP, a Delaware limited partnership

G&I VII Barton Skyway LP, a Delaware limited partnership

G&I VII Cielo, LP a Delaware limited partnership

G&I VII Encino Trace I LP, a Delaware limited partnership

G&I VII Encino Trace II LP, a Delaware limited partnership

G&I VII Four Points LP, a Delaware limited partnership

G&I VII Lantana, LP a Delaware limited partnership

G&I VII River Place LP, a Delaware limited partnership

Iron Run Limited Partnership V, a Pennsylvania Limited Partnership

Newtech IV Limited Partnership, a Pennsylvania limited partnership

New Two Logan, LP, a Pennsylvania limited partnership

OLS Office Partners, L.P., a Delaware limited partnership

One Rockledge Associates Limited Partnership, a Massachusetts limited partnership

One Uptown Multifamily Property LP, a Delaware limited partnership

One Uptown Office Property LP, a Delaware limited partnership

Philadelphia Plaza – Phase II LP, a Pennsylvania limited partnership

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Radnor Center Associates, a Pennsylvania limited partnership

Radnor Properties Associates-II, L.P., a Pennsylvania limited partnership

Radnor Properties-SDC, L.P., a Delaware limited partnership

Radnor Properties-200 RC Holdings, L.P., a Delaware limited partnership

Radnor Properties-200 RC, L.P., a Delaware limited partnership

Radnor Properties-201 KOP, L.P., a Delaware limited partnership

Radnor Properties-555 LA, L.P., a Delaware limited partnership

TB-BDN Plymouth Apartments, LP, a Delaware limited partnership

TB-BDN Plymouth Apartments Holdings, LP, a Delaware limited partnership

Two Logan Holdings LP, a Pennsylvania limited partnership

Two Logan Square Associates, a Pennsylvania limited partnership

Tower Bridge Inn Associates, a Pennsylvania limited partnership

Witmer Operating Partnership I, L.P., a Delaware limited partnership

405 Colorado Holdings LP, a Delaware limited partnership

618 Market Street LP, a Delaware limited partnership

1919 Market Street LP, a Delaware limited partnership

2100 Market Street LP, a Delaware limited partnership

2928 Walton Road LP, a Pennsylvania limited partnership

3000 Market LP, a Delaware limited partnership

3020 Market Holding LP, a Delaware limited partnership

3020 Market Operating LP, a Delaware limited partnership

Interstate Center Associates, a Virginia general partnership

Plymouth TFC, General Partnership, a Pennsylvania general partnership

Campus Crest at Philadelphia, GP, a Delaware general partnership

1919 Market Street Ventures, a Delaware general partnership

BDN Management Inc., a Delaware corporation

Brandywine Holdings, I, Inc., a Pennsylvania corporation

Brandywine Properties I Limited Inc., a Delaware corporation

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Brandywine Realty Services Corporation, a Pennsylvania corporation

Brandywine Resources I Inc., a Delaware corporation

Southpoint Land Holdings, Inc., a Pennsylvania corporation

Valleybrooke Land Holdings, Inc., a Pennsylvania corporation

BAA Multifamily Member LLC, a Delaware limited liability company

BAA Office Member LLC, a Delaware limited liability company

BAA Uptown West Member LLC, a Delaware limited liability company

BCC 1010 Wayne Avenue LLC, a Delaware limited liability company

BCC 1100 Wayne Avenue LLC, a Delaware limited liability company

BCC 8484 Georgia Avenue LLC, a Delaware limited liability company

BDN 250 King of Prussia II GP, LLC, a Delaware limited liability company

BDN 250 King of Prussia Holding Company, LLC, a Delaware limited liability company

BDN 3025 JFK Development, LLC, a Delaware limited liability company

BDN Austin Properties LLC, a Delaware limited liability company

BDN Austin Properties II LLC, a Delaware limited liability company

BDN Brokerage LLC, a Pennsylvania limited liability company

BDN Cira Labs LLC, a Delaware limited liability company

BDN Cira Square Sub 1, LLC, a Delaware limited liability company

BDN Cira Square Sub Manager, LLC, a Delaware limited liability company

BDN Four Points GP LLC, a Delaware limited liability company

BDN Four Points Land GP LLC, a Delaware limited liability company

BDN Four Points Land 2 LLC, a Delaware limited liability company

BDN Four Points Preserve GP LLC, a Delaware limited liability company

BDN GC Services LLC, a Delaware limited liability company

BDN GP Real Estate Fund I LLC, a Delaware limited liability company

BDN Investment Holdings, LLC, a Delaware limited liability company

BDN Lending, LLC, a Pennsylvania limited liability company

BDN LS Investments, LLC, a Delaware limited liability company

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BDN Management Holdings, LLC, a Delaware limited liability company

BDN Metroplex II Holdings LLC, a Delaware limited liability company

BDN Metroplex II Mezz LLC, a Delaware limited liability company

BDN Metroplex II Owner LLC, a Delaware limited liability company

BDN Metroplex II Sub 1 LLC, a Delaware limited liability company

BDN Metroplex II Sub 2 LLC, a Delaware limited liability company

BDN Metroplex III Holdings LLC, a Delaware limited liability company

BDN Metroplex III Mezz LLC, a Delaware limited liability company

BDN Metroplex III Owner LLC, a Delaware limited liability company

BDN Metroplex III Sub 1 LLC, a Delaware limited liability company

BDN Metroplex III Sub 2 LLC, a Delaware limited liability company

BDN Millennium GP, LLC, a Delaware limited liability company

BDN Millennium Holding Company, LLC, a Delaware limited liability company

BDN NoMA LLC, a Delaware limited liability company

BDN Properties I LLC, a Delaware limited liability company

BDN Quarry Lake II GP, LLC, a Delaware limited liability company

BDN Radnor Holding Company, LLC, a Delaware limited liability company

BDN Radnor Hospitality Holding Company, LLC, a Delaware limited liability company

BDN Radnor Hospitality Property II GP, LLC, a Delaware limited liability company

BDN Radnor Property II GP, LLC, a Delaware limited liability company

BDN SY Hospitality LLC, a Delaware limited liability company

BDN Uptown Office Developer LLC, a Delaware limited liability company

BDN Venture LLC, a Delaware limited liability company

BDN-West Elm Holding LLC, a Pennsylvania limited liability company

BDNSY Mezz Sub, LLC, a Delaware limited liability company

BDN 500 North Gulph Holdings LLC, a Delaware limited liability company

BDN 500 North Gulph Mezz LLC, a Delaware limited liability company

BDN 500 North Gulph Owner LLC, a Delaware limited liability company

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BDN 500 North Gulph Sub 1 LLC, a Delaware limited liability company

BDN 500 North Gulph Sub 2 LLC, a Delaware limited liability company

BDN 933 First Avenue Holdings LLC, a Delaware limited liability company

BDN 933 First Avenue Mezz LLC, a Delaware limited liability company

BDN 933 First Avenue Owner LLC, a Delaware limited liability company

BDN 933 First Avenue Sub 1 LLC, a Delaware limited liability company

BDN 933 First Avenue Sub 2 LLC, a Delaware limited liability company

BDN 1900 Market Holdings LLC, a Delaware limited liability company

BDN 1900 Market Mezz LLC, a Delaware limited liability company

BDN 1900 Market Owner LLC, a Delaware limited liability company

BDN 1900 Market Sub 1 LLC, a Delaware limited liability company

BDN 1900 Market Sub 2 LLC, a Delaware limited liability company

Bellet GP, LLC, a Delaware limited liability company

Bellet, LLC, a Delaware limited liability company

BOI Pacific Ridge LLC, a Delaware limited liability company

Brandywine Austin LLC, a Delaware limited liability company

Brandywine Austin I LLC, a Delaware limited liability company

Brandywine Austin Properties LLC, a Delaware limited liability company

Brandywine Bergstrom LLC, a Delaware limited liability company

Brandywine Boulders, LLC, a Delaware limited liability company

Brandywine Brokerage Services, LLC, A New Jersey limited liability company

Brandywine Byberry LLC, a Delaware limited liability company

Brandywine Calverton LLC, a Delaware limited liability company

Brandywine Charlottesville LLC, a Virginia limited liability company

Brandywine Chase Uptown West LLC, a Delaware limited liability company

Brandywine Cira Brokerage LLC, d Delaware limited liability company

Brandywine Cira Chestnut LLC, a Delaware limited liability company

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Brandywine Cira Garage LLC, a Delaware limited liability company

Brandywine Cira Garage Holding LLC, a Delaware limited liability company

Brandywine Cira Garage Holding MM LLC, a Delaware limited liability company

Brandywine Cira, LLC, a Pennsylvania limited liability company

Brandywine Cira South GP LLC, a Delaware limited liability company

Brandywine Cira Walnut LLC, a Delaware limited liability company

Brandywine Commerce I GP LLC, a Delaware limited liability company

Brandywine Commerce II GP LLC, a Delaware limited liability company

Brandywine Continental LLC, a Delaware limited liability company

Brandywine Dabney, L.L.C., a Delaware limited liability company

Brandywine F.C., L.L.C., a Pennsylvania limited liability company

Brandywine Garza, LLC., a Delaware limited liability company

Brandywine Garza Office I GP, LLC, a Delaware limited liability company

Brandywine Garza Office II GP, LLC, a Delaware limited liability company

Brandywine Garza Office III GP, LLC, a Delaware limited liability company

Brandywine Gibbsboro LLC, a Delaware limited liability company

Brandywine Grande B, L.L.C., a Delaware limited liability company

Brandywine Grande C LLC, a Delaware limited liability company

Brandywine Interstate 50, L.L.C., a Delaware limited liability company

Brandywine Lake Merritt LLC, a Delaware limited liability company

Brandywine - Main Street, LLC, a Delaware limited liability company

Brandywine Management Holdings II, LLC, a Delaware limited liability company

Brandywine MD Discovery District, LLC, a Delaware limited liability company

Brandywine Metroplex LLC., a Pennsylvania limited liability company

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Brandywine Midatlantic, LLC, a Delaware limited liability company

Brandywine One Logan LLC, a Pennsylvania limited liability company

Brandywine One Rodney Square, L.L.C., a Delaware limited liability company

Brandywine One Uptown Multifamily LLC, a Delaware limited liability company

Brandywine One Uptown Office LLC, a Delaware limited liability company

Brandywine P.M., L.L.C., a Pennsylvania limited liability company

Brandywine Piazza, L.L.C., a New Jersey limited liability company

Brandywine Plaza 1000, L.L.C., a New Jersey limited liability company

Brandywine Promenade, L.L.C., a New Jersey limited liability company

Brandywine Radnor 200 Holdings LLC, a Delaware limited liability company

Brandywine Radnor Center LLC, a Pennsylvania limited liability company

Brandywine Research LLC, a Delaware limited liability company

Brandywine TB Florig, LLC, a Pennsylvania limited liability company

Brandywine TB I, L.L.C., a Pennsylvania limited liability company

Brandywine TB II GP, L.L.C., a Pennsylvania limited liability company

Brandywine TB VI, L.L.C., a Pennsylvania limited liability company

Brandywine TB VII, L.L.C., a Pennsylvania limited liability company

Brandywine Tysons LLC, a Delaware limited liability company

Brandywine Witmer, L.L.C., a Pennsylvania limited liability company

Brandywine 55 US Avenue LLC, a New Jersey limited liability company

Brandywine 145 King of Prussia, LLC, a Pennsylvania limited liability company

Brandywine 300 Delaware, LLC, a Delaware limited liability company

Brandywine 1177 Beltline Associates GP, LLC, a Delaware limited liability company

Brandywine 2201 Co-Way LLC a Delaware limited liability company

Brandywine 2201 Co-Way II LLC, a Delaware limited liability company

Brandywine 3001 Market, LLC, a Delaware limited liability company

Brandywine 3001-3003 HoldCo, LLC, a Delaware limited liability company

Brandywine 3001-3003 JFK II, LLC, a Delaware limited liability company

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Brandywine 3025 JFK II, LLC, a Delaware limited liability company

Brandywine 3025 JFK II REIT, LLC, a Delaware limited liability company

Brandywine 3025 JFK Holdings II, LLC, a Delaware limited liability company

Brandywine 3025 Market Holdings, LLC, a Delaware limited liability company

Brandywine 3151 Market GP, LLC, a Delaware limited liability company

Brandywine 3151 Market REIT, LLC, a Delaware limited liability company

BRE/Logan I, L.L.C., a Delaware limited liability company

BRE/Logan II, L.L.C., a Delaware limited liability company

BRE/Logan III, L.L.C., a Delaware limited liability company

BT Plymouth GP, LLC, a Delaware limited liability company

Chase Uptown West GP LLC, a Delaware limited liability company

Chestnut Venture LLC, a Delaware limited liability company

Cira Square, LLC, a Delaware limited liability company

Cira Square G Member, LLC, a Delaware limited liability company

Cira Square GP, LLC, a Delaware limited liability company

Cira Square Master Tenant LLC, a Delaware limited liability company

Cira Square PO LP LLC, a Delaware limited liability company

Cira Square REIT, LLC, a Delaware limited liability company

Cira Square TopCo LLC, a Delaware limited liability company

Cira Square TRS LLC, a Delaware limited liability company

Cira Square II, LLC, a Delaware limited liability company

Cira Square III, LLC, a Delaware limited liability company

Cira Square IV, LLC, a Delaware limited liability company

e-Tenants LLC, a Delaware limited liability company

G&I VI 7150 Windsor MZ LLC, a Delaware limited liability company

G&I VI 7310 Tilghman MZ LLC, a Delaware limited liability company

G&I VI 7310 Tilghman FE LLC, a Delaware limited liability company

G&I VI 7248 Tilghman GP LLC, a Delaware limited liability company

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G&I VI 7248 Tilghman LP LLC, a Delaware limited liability company

G&I VI 6575 Snowdrift GP LLC, a Delaware limited liability company

G&I VI 6575 Snowdrift LP LLC, a Delaware limited liability company

G&I VI 7350 Tilghman MZ LLC, a Delaware limited liability company

G&I VI 655/755 Business Center MZ LLC, a Delaware limited liability company

G&I VI 655/755 Business Center FE LLC, a Delaware limited liability company

G&I VI 1155 Business Center MZ LLC, a Delaware limited liability company

G&I VI 1155 Business Center FE LLC, a Delaware limited liability company

G&I VI 700/800 Business Center MZ LLC, a Delaware limited liability company

G&I VI 700/800 Business Center FE LLC, a Delaware limited liability company

G&I VI 630 Dresher MZ LLC, a Delaware limited liability company

G&I VI 630 Dresher FE LLC, a Delaware limited liability company

G&I VI 650 Dresher MZ LLC, a Delaware limited liability company

G&I VI 650 Dresher FE LLC, a Delaware limited liability company

G&I VI 300 Welsh 1/2 MZ LLC, a Delaware limited liability company

G&I VI 300 Welsh 1/2 FE LLC, a Delaware limited liability company

G&I VI One Greenwood MZ LLC, a Delaware limited liability company

G&I VI One Greenwood FE LLC, a Delaware limited liability company

G&I VI Two Greenwood MZ LLC, a Delaware limited liability company

G&I VI Two Greenwood FE LLC, a Delaware limited liability company

G&I VI Three Greenwood MZ LLC, a Delaware limited liability company

G&I VI Three Greenwood FE LLC, a Delaware limited liability company

G&I VI 500 Office Center MZ LLC, a Delaware limited liability company

G&I VI 500 Office Center FE LLC, a Delaware limited liability company

G&I VI 501 Office Center MZ LLC, a Delaware limited liability company

G&I VI 501 Office Center FE LLC, a Delaware limited liability company

G&I VI 321/323 Norristown MZ LLC, a Delaware limited liability company

G&I VI 321/323 Norristown FE LLC, a Delaware limited liability company

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G&I VI 220 Commerce MZ LLC, a Delaware limited liability company

G&I VI 220 Commerce FE LLC, a Delaware limited liability company

G&I VI 520 Virginia MZ LLC, a Delaware limited liability company

G&I VI 520 Virginia FE LLC, a Delaware limited liability company

G&I VI Interchange Office LLC, a Delaware limited liability company

G&I VII Austin Office LLC, a Delaware limited liability company

G&I VII Barton Creek GP LLC, a Delaware limited liability company

G&I VII Barton Skyway GP LLC, a Delaware limited liability company

G&I VII Cielo GP LLC, a Delaware limited liability company

G&I VII Encino Trace I GP LLC, a Delaware limited liability company

G&I VII Encino Trace II GP LLC, a Delaware limited liability company

G&I VII Four Points GP LLC, a Delaware limited liability company

G&I VII Lantana GP LLC, a Delaware limited liability company

G&I VII River Place GP LLC, a Delaware limited liability company

HSRE-BDN I, LLC, a Delaware limited liability company

MAP Ground Lease Venture LLC, a Delaware limited liability company

MAP Mezzanine Borrower LLC, a Delaware limited liability company

MAP Ground Lease Owner LLC, a Delaware limited liability company

Mid-Atlantic Property Holdings LLC, a Delaware limited liability company

New Two Logan GP, LLC, a Pennsylvania limited liability company

OCS Sub, LLC, a Delaware limited liability company

OCS/TCS Services, LLC, a Delaware limited liability company

OCS TRS, LLC, a Delaware limited liability company

One Commerce Square REIT LLC, a Delaware limited liability company

One Uptown Multifamily GP LLC, a Delaware limited liability company

One Uptown Office GP LLC, a Delaware limited liability company

PA-MD NNN Berwyn Park, LLC, a Delaware limited liability company

PA-MD NNN Office JV, LLC, a Delaware limited liability company

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PA-MD NNN Office Mezz, LLC, a Delaware limited liability company

PA-MD NNN Office Research, LLC, a Delaware limited liability company

PA-MD NNN Office Southpoint, LLC, a Delaware limited liability company

Radnor GP, L.L.C., a Delaware limited liability company

Radnor GP-SDC, L.L.C., a Delaware limited liability company

Radnor GP-200 RC, L.L.C., a Delaware limited liability company

Radnor GP-201 KOP, L.L.C., a Delaware limited liability company

Radnor GP-555 LA, L.L.C., a Delaware limited liability company

PJP Building Two, L.C., a Virginia limited liability company

PJP Building Six, L.C., a Virginia limited liability company

PJP Building Seven, L.C., a Virginia limited liability company

TB-BDN Plymouth Apartments Holdings GP, LLC, a Delaware limited liability company

TCS Sub, LLC, a Delaware limited liability company

TCS TRS, LLC, a Delaware limited liability company

Two Commerce Square REIT LLC, a Delaware limited liability company

Walnut Street Hospitality LLC, a Delaware limited liability company

3 Logan LLC, a Delaware limited liability company

25 M Street Holdings LLC, a Delaware limited liability company

405 Colorado Holdings GP LLC a Delaware limited liability company

618 Market Holdco General Partner LLC, a Delaware limited liability company

618 Market Mezz Holdco LLC, a Delaware limited liability company

1919 Market Holdco General LLC, a Delaware limited liability company

2100 Market Holdco General Partner LLC, a Delaware limited liability company

2100 Market Mezz Holdco LLC, a Delaware limited liability company

2251 Corporate Park Metro Owner LLC, a Delaware limited liability company

2291 Wood Oak Metro Owner LLC, a Delaware limited liability company

2411 Dulles Corner Metro Owner LLC, a Delaware limited liability company

2355 Dulles Corner Metro Owner LLC, a Delaware limited liability company

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2928 Walton LLC, a Delaware limited liability company

3000 Market Mezz LLC, a Delaware limited liability company

3000 Market Mezz Holdco LLC, a Delaware limited liability company

3000 Market Holdco General Partner, LLC, a Delaware limited liability company

3020 Market Holding GP LLC, a Delaware limited liability company

3025 JFK TRS LLC, a Delaware limited liability company

3141 Fairview LLC, a Delaware limited liability company

4040 LLC, a Virginia limited liability company

4040 Wilson LLC, a Delaware limited liability company

51 N 50 Patterson Holdings, L.L.C., a Delaware limited liability company

51 N 50 Patterson Corporate Member, L.L.C., a Delaware limited liability company

13880 Dulles Corner Metro Owner LLC, a Delaware limited liability company

13825 Sunrise Valley Metro Owner LLC, a Delaware limited liability company

1000 Chesterbrook Boulevard Partnership, a Pennsylvania general partnership

Atlantic American Properties Trust, a Maryland real estate investment trust

Brandywine Capital Trust I, a Delaware statutory trust

Brandywine Capital Trust II, a Delaware statutory trust

Broadmoor Austin Associates, a Texas joint venture

Coppel Associates, a Texas joint venture

Seven Tower Bridge Associates, a Pennsylvania limited partnership

Brandywine – AI Venture LLC, a Delaware limited liability company

G&I VI Interchange Office LLC, a Delaware limited liability company

G&I VII Austin Office LLC, a Delaware limited liability company

Herndon Innovation Center Metro Portfolio Venture LLC, a Delaware limited liability company

Iron Run Venture II LLC, a Delaware limited liability company

One Rockledge Associates Limited Partnership, a Massachusetts limited partnership

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on FormS-3 (Nos.333-237870, 333-158590, 333-52952) and on Form S-8 (Nos.333-14243, 333-28427, 333-52957, 333-123446, 333-125311, 333-131171, 333-141906, 333-142752, 333-142754, 333-167266, 333-218117) of Brandywine Realty Trust of our report dated February 21, 2023 relating to the financial statements and financial statement schedulesand the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 21, 2023

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-237870-01) of Brandywine Operating Partnership, L.P. of our report dated February 21, 2023 relating to the financial statements and financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 21, 2023

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES

EXCHANGE ACT OF 1934, AS AMENDED

I, Gerard H. Sweeney, certify that:

1.I have reviewed this annual report on Form 10-K of Brandywine Realty Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2023	/s/ Gerard H. Sweeney
	Gerard H. Sweeney President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES

EXCHANGE ACT OF 1934, AS AMENDED

I, Thomas E. Wirth, certify that:

1.I have reviewed this annual report on Form 10-K of Brandywine Realty Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2023	/s/ Thomas E. Wirth
	Thomas E. Wirth Executive Vice President and Chief Financial Officer

EX-31.3

Exhibit 31.3

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES

EXCHANGE ACT OF 1934, AS AMENDED

I, Gerard H. Sweeney, certify that:

1.I have reviewed this annual report on Form 10-K of Brandywine Operating Partnership, L.P.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2023	/s/ Gerard H. Sweeney
	Gerard H. Sweeney
	President and Chief Executive Officer

EX-31.4

Exhibit 31.4

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES

EXCHANGE ACT OF 1934, AS AMENDED

I, Thomas E. Wirth, certify that:

1.I have reviewed this annual report on Form 10-K of Brandywine Operating Partnership, L.P.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2023	/s/ Thomas E. Wirth
	Thomas E. Wirth
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

RULE 13(a)-14(b) CERTIFICATION

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Annual Report of Brandywine Realty Trust (the “Company”) on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerard H. Sweeney, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gerard H. Sweeney

Gerard H. Sweeney
President and Chief Executive Officer

Date: February 21, 2023

* A signed original of this written statement required by Section 906 has been provided to Brandywine Realty Trust and will be retained by Brandywine Realty Trust and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

RULE 13(a)-14(b) CERTIFICATION

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Annual Report of Brandywine Realty Trust (the “Company”) on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas E. Wirth, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas E. Wirth

Thomas E. Wirth
Executive Vice President and Chief Financial Officer

Date: February 21, 2023

* A signed original of this written statement required by Section 906 has been provided to Brandywine Realty Trust and will be retained by Brandywine Realty Trust and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.3

Exhibit 32.3

RULE 13(a)-14(b) CERTIFICATION

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Annual Report of Brandywine Operating Partnership, L.P. (the “Partnership”) on Form 10-K for the quarter ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerard H. Sweeney, President and Chief Executive Officer of Brandywine Realty Trust, the Partnership's sole general partner, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gerard H. Sweeney

Gerard H. Sweeney

President and Chief Executive Officer

Date: February 21, 2023

* A signed original of this written statement required by Section 906 has been provided to Brandywine Realty Trust and will be retained by Brandywine Realty Trust and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.4

Exhibit 32.4

RULE 13(a)-14(b) CERTIFICATION

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Annual Report of Brandywine Operating Partnership, L.P. (the “Partnership”) on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas E. Wirth, Executive Vice President and Chief Financial Officer of Brandywine Realty Trust, the Partnership's sole general partner, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas E. Wirth

Thomas E. Wirth

Executive Vice President and Chief Financial Officer

Date: February 21, 2023

* A signed original of this written statement required by Section 906 has been provided to Brandywine Realty Trust and will be retained by Brandywine Realty Trust and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

Exhibit 99.1

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of Brandywine Realty Trust’s (“Brandywine”) common shares, preferred shares and debt securities and debt securities of the Operating Partnership, and the qualification and taxation of Brandywine as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”).

Because this is a summary that is intended to address only the material U.S. federal income tax considerations relating to the ownership and disposition of Brandywine’s common shares, preferred shares or debt securities and debt securities of the Operating Partnership that will apply to all holders, this summary may not contain all the information that may apply to you. As you review this discussion, you should keep in mind that:

•the tax consequences to you may vary depending on your particular tax situation;

•special rules that are not discussed below may apply to you if you are subject to special tax treatment, including, for example, if you are a tax-exempt organization, a broker-dealer, a non-U.S. person, a trust, an estate, a regulated investment company, a REIT, a financial institution, an insurance company, a partnership or other pass-through entity (or an investor therein), a person that holds debt securities or shares as part of a straddle, conversion or other integrated transaction, a person liable for the alternative minimum tax, a U.S. Shareholder or U.S. Holder (each as defined below) whose “functional currency” is not the U.S. dollar, an entity treated as a U.S. corporation by virtue of the inversion rules, or otherwise subject to special tax treatment under the Code;

•this summary does not address state, local or non-U.S. tax considerations;

•this summary deals only with our shareholders and debt holders that hold common shares, preferred shares or debt securities as “capital assets” within the meaning of Section 1221 of the Code;

•tax rules are subject to change, potentially with retroactive effect; and

•this discussion is not intended to be, and should not be construed as, tax advice.

You are urged both to review the following discussion and to consult with your own tax advisor to determine the effect of the purchase, ownership and disposition of our common shares, preferred shares or debt securities and debt securities of the Operating Partnership on your individual tax situation, including any state, local or non-U.S. tax consequences.

The information in this summary is based on the Code, current, temporary and proposed Treasury regulations, the legislative history of the Code, current administrative interpretations and practices of the Internal Revenue Service (the “IRS”), including its practices and policies as endorsed in private letter rulings, which are not binding on the IRS, and existing court decisions. Future legislation, regulations, administrative interpretations and court decisions could change current law or adversely affect existing interpretations of current law. Any change could apply retroactively. We have not obtained any rulings from the IRS concerning the status of Brandywine as a REIT or of the Operating Partnership as a partnership. Therefore, it is possible that the IRS could challenge the statements in this summary, which do not bind the IRS or the courts, and that a court could agree with the IRS.

Taxation of the Company

Qualification of Brandywine as a REIT

Brandywine first elected to be taxed as a REIT for the taxable year ended December 31, 1986. A REIT generally is not subject to federal income tax on the income that it distributes to its shareholders if it meets the applicable REIT distribution requirements and other requirements for qualification.

We believe that we are organized and have operated in such a manner so as to qualify as a REIT, but there can be no assurance that we have qualified or will remain qualified as a REIT.

Qualification and taxation as a REIT depends on our ability to meet, on a continuing basis, through actual operating results, distribution levels, and diversity of stock ownership, various qualification requirements imposed upon REITs by the Code. Our ability to qualify as a REIT also requires that we satisfy certain asset tests, some of which depend

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upon the fair market values of assets directly or indirectly owned by us. Such values may not be susceptible to a precise determination. While we intend to continue to operate in a manner that will allow us to qualify as a REIT, no assurance can be given that the actual results of our operations for any taxable year will satisfy such requirements for qualification and taxation as a REIT.

Taxation of Brandywine as a REIT

If we qualify for taxation as a REIT, we generally will not be subject to federal corporate income taxes on that portion of our ordinary income or capital gain that we distribute currently to our shareholders, because the REIT provisions of the Code generally allow a REIT a deduction for distributions paid to its shareholders. This deduction substantially eliminates the “double taxation” on earnings (taxation at both the corporate level and shareholder level) that generally results from investment in a corporation. However, even if we qualify for taxation as a REIT, we will be subject to federal income tax as follows:

• We will be taxed at regular corporate rates on any undistributed REIT taxable income, including undistributed net capital gains;

• Under certain circumstances, for tax years beginning before January 1, 2018, we may be subject to the “alternative minimum tax” on our items of tax preference, if any;

•If we have net income from prohibited transactions (which are, in general, certain sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business) such income will be subject to a 100% tax (See “-Sale of Partnership Property)”;

• If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or leasehold as “foreclosure property,” we may thereby avoid the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction), but the income from the sale or operation of the property (and any other non-qualifying income from foreclosure property) may be subject to corporate income tax at the highest applicable rate (currently 21%);

• If we should fail to satisfy the 75% gross income test or the 95% gross income test (each as discussed below), and nonetheless have maintained our qualification as a REIT because certain other requirements have been met, we will be subject to a 100% tax on the net income attributable to the greater of the amount by which we fail the 75% or 95% test, multiplied by a fraction intended to reflect our profitability;

• If we fail to satisfy any of the REIT asset tests, as discussed below, by more than a de minimis amount, but our failure is due to reasonable cause and not due to willful negligence and we nonetheless maintain our REIT qualification because of specified cure provisions, we will be required to pay a tax equal to the greater of $50,000 or the highest applicable rate for corporate taxpayers (currently 21%) of the net income generated by the non-qualifying assets during the period in which we failed to satisfy the asset tests;

• If we fail to satisfy any provision of the Code that would result in our failure to qualify as a REIT (other than a gross income or asset test requirement) and that violation is due to reasonable cause and not due to willful negligence, we may retain our REIT qualification, but we will be required to pay a penalty of $50,000 for each such failure;

• We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of our shareholders, as described below in “-Requirements for Qualification as a REIT”;

• If we should fail to distribute during each calendar year at least the sum of (a) 85% of our REIT ordinary income for such year, (b) 95% of our REIT capital gain net income for such year and (c) any undistributed taxable income from prior years, we would be subject to a 4% excise tax on the excess of such required distribution over the sum of (i) the amounts actually distributed plus (ii) retained amounts on which corporate level tax is paid by us;

• We may elect to retain and pay income tax on our net long-term capital gain, and in that case, a shareholder would include its proportionate share of our undistributed long-term capital gain in its income and would be allowed a credit for its proportionate share of the tax we paid;

• A 100% excise tax may be imposed on some items of income and expense that are directly or constructively paid between us, our tenants and/or our taxable REIT subsidiaries if and to the extent that the Internal Revenue Service successfully adjusts the reported amounts of these items;

• If we acquire appreciated assets from a C corporation (a corporation generally subject to corporate level tax) in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the C corporation, we may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize gain on a disposition of such assets during

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the five-year period following their acquisition from the C corporation, unless the C corporation elects to treat the assets as if they were sold for their fair market value at the time of our acquisition; and

• Income earned by any of our taxable REIT subsidiaries will be subject to tax at regular corporate rates.

Requirements for Qualification as a REIT

We elected to be taxable as a REIT for U.S. federal income tax purposes for our taxable year ended December 31, 1986. In order to have so qualified, we must have met and continue to meet the requirements discussed below, relating to our organization, sources of income, nature of assets and distributions of income to shareholders.

The Code defines a REIT as a corporation, trust or association:

1. that is managed by one or more trustees or directors;

2. the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;

3. that would be taxable as a domestic corporation but for the special Code provisions applicable to REITs;

4. that is neither a financial institution nor an insurance company subject to certain provisions of the Code;

5. the beneficial ownership of which is held by 100 or more persons;

6. in which, during the last half of each taxable year, not more than 50% in value of the outstanding shares is owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include specified entities), after applying certain attribution rules;

7. that makes an election to be taxable as a REIT, or has made this election for a previous taxable year which has not been revoked or terminated, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status;

8. that uses a calendar year for federal income tax purposes and complies with the record keeping requirements of the Code and the Treasury regulations; and

9. that meets other applicable tests, described below, regarding the nature of its income and assets and the amount of its distributions.

Conditions (1) through (4) must be satisfied during the entire taxable year, and condition (5) must be satisfied during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months.

We have previously issued common shares in sufficient proportions to allow us to satisfy requirements (5) and (6) (the “100 Shareholder” and “five-or-fewer” requirements). In addition, our Declaration of Trust provides restrictions regarding the transfer of our shares that are intended to assist us in continuing to satisfy the requirements described in conditions (5) and (6) above. However, these restrictions may not ensure that we will, in all cases, be able to satisfy the requirements described in conditions (5) and (6) above. In addition, we have not obtained a ruling from the Internal Revenue Service as to whether the provisions of our Declaration of Trust concerning restrictions on transfer and conversion of common shares to “Excess Shares” will allow us to satisfy conditions (5) and (6). If we fail to satisfy such share ownership requirements, our status as a REIT will terminate. However, if the failure to meet the share ownership requirements is due to reasonable cause and not due to willful neglect, we may avoid termination of our REIT status by paying a penalty of $50,000.

To monitor compliance with the share ownership requirements, we are required to maintain records regarding the actual ownership of our shares. To do so, we must demand written statements each year from the record holders of certain percentages of our shares in which the record holders are to disclose the actual owners of the shares (the persons required to include in gross income the dividends paid by us). A list of those persons failing or refusing to comply with this demand must be maintained as part of our records. Failure by us to comply with these record-keeping requirements could subject us to monetary penalties. If we satisfy these requirements and have no reason to know that condition (6) is not satisfied, we will be deemed to have satisfied such condition. A shareholder that fails or refuses to comply with the demand is required by Treasury regulations to submit a statement with its tax return disclosing the actual ownership of the shares and other information.

Qualified REIT Subsidiaries

The Code provides that a corporation that is a “qualified REIT subsidiary” shall not be treated as a separate corporation, and all assets, liabilities and items of income, deduction and credit of a “qualified REIT subsidiary”

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shall be treated as assets, liabilities and items of income, deduction and credit of the REIT. A “qualified REIT subsidiary” is a corporation, all of the capital stock of which is owned by the REIT, that has not elected to be a “taxable REIT subsidiary” (discussed below). In applying the requirements described herein, all of our “qualified REIT subsidiaries” will be ignored, and all assets, liabilities and items of income, deduction and credit of such subsidiaries will be treated as our assets, liabilities and items of income, deduction and credit. These subsidiaries, therefore, will not be subject to federal corporate income taxation, although they may be subject to state and local taxation.

In the event that a qualified REIT subsidiary or another entity that is a disregarded subsidiary for U.S. federal income tax purposes ceases to be wholly owned by us (for example, if any equity interest in the subsidiary is acquired by a person other than us or another disregarded subsidiary of us), the subsidiary’s separate existence would no longer be disregarded for U.S. federal income tax purposes. Instead, it would have multiple owners and would be treated as either a partnership or a taxable corporation. Such an event could, depending on the circumstances, adversely affect our ability to satisfy the various asset and gross income tests applicable to REITs, including the requirement that REITs generally may not own, directly or indirectly, more than 10% of the value or voting power of the outstanding securities of another corporation. See “-Asset Tests” and “-Income Tests.”

Taxable REIT Subsidiaries

A REIT may generally jointly elect with a subsidiary corporation, whether or not wholly owned, to treat the subsidiary as a “taxable REIT subsidiary.” In addition, if a taxable REIT subsidiary owns, directly or indirectly, securities representing 35% or more of the vote or value of a subsidiary corporation, that subsidiary will also be treated as a taxable REIT subsidiary. A taxable REIT subsidiary is a corporation subject to U.S. federal income tax, and state and local income tax where applicable, as a regular “C” corporation. We generally may not own more than 10%, as measured by voting power or value, of the securities of a corporation that is not a qualified REIT subsidiary unless we and such corporation elect to treat such corporation as a taxable REIT subsidiary. Overall, no more than 20% of the value of a REIT’s assets (25% for taxable years beginning before January 1, 2018) may consist of stock or securities of one or more taxable REIT subsidiaries.

Income earned by a taxable REIT subsidiary is not attributable to us. Rather, the stock issued by a taxable REIT subsidiary to us is an asset in our hands, and we treat dividends paid to us from such taxable REIT subsidiary, if any, as income. This income can affect our income and asset tests calculations, as described below. As a result, income that might not be qualifying income for purposes of the income tests applicable to REITs could be earned by a taxable REIT subsidiary without affecting our status as a REIT. For example, a taxable REIT subsidiary of ours can perform some impermissible tenant services without causing us to receive impermissible tenant services income under the REIT income tests.

However, several provisions regarding the arrangements between a REIT and its taxable REIT subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of U.S. federal income taxation. Further, the rules impose a 100% excise tax on certain transactions between a taxable REIT subsidiary and its parent REIT or the REIT’s tenants that are not conducted on an arm’s-length basis. The 100% tax also will apply to “redetermined services income,” meanings non-arm’s-length income of a taxable REIT subsidiary attributable to services provided to, or on behalf of, its parent REIT (other than services provided to the REIT’s tenants, which are potentially taxed as “redetermined rents”). A taxable REIT subsidiary may also engage in other activities that, if conducted by us other than through a taxable REIT subsidiary, could result in the receipt of non-qualified income or the ownership of non-qualified assets.

Under legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”), for taxable years beginning after December 31, 2017, taxpayers are subject to a limitation on their ability to deduct net business interest expense (even if paid to third parties) in excess of the sum of a taxpayer’s business interest income and 30% of the adjusted taxable income of the business, which is its taxable income computed without regard to business interest income or expense, net operating losses or the pass-through income deduction (and for taxable years before 2022, excludes depreciation and amortization). The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (i) increased the 30% limitation to 50% (A) for taxable years beginning in 2020 and (B) for taxable years beginning in 2019 for entities other than partnerships and (ii) permitted an entity to elect to use its 2019 adjusted taxable income to calculate the applicable limitation for its taxable year beginning in 2020. These provisions may limit the ability of our taxable REIT subsidiaries to deduct interest, which could increase their taxable income.

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Ownership of Partnership Interests by a REIT

A REIT that is a partner in a partnership is deemed to own its proportionate share of the assets of the partnership and is deemed to receive the income of the partnership attributable to such share. In addition, the character of the assets and gross income of the partnership retains the same character in the hands of the REIT (except that, for purposes of the 10% of value asset test described below, our proportionate share of the partnership’s assets is based on our proportionate interest in the equity and certain debt securities issued by the partnership, as described in the Code). Accordingly, our proportionate share of the assets, liabilities and items of income of the Operating Partnership are treated as assets, liabilities and items of income of ours for purposes of applying the requirements described herein. Brandywine has control over the Operating Partnership and most of the partnership and limited liability company subsidiaries of the Operating Partnership and intends to operate them in a manner that is consistent with the requirements for qualification of Brandywine as a REIT.

Income Tests

In order to qualify as a REIT, Brandywine must generally satisfy two gross income requirements on an annual basis. First, at least 75% of our gross income (excluding gross income from prohibited transactions) for each taxable year must be derived directly or indirectly from the following: investments relating to real property or mortgages on real property, including “rents from real property”; dividends received from other REITs; interest income derived from mortgage loans secured by real property (including certain types of mortgage-backed securities); interest on mortgage loans secured by both real and personal property if the fair market value of such personal property does not exceed 15% of the total fair market value of all property securing the loans; gains from the sale of real estate assets (except for gain from a nonqualified publicly offered REIT debt instrument (as defined below)); and income from certain kinds of temporary investments. Second, at least 95% of our gross income (excluding gross income from prohibited transactions) for each taxable year must be derived from the same items which qualify under the 75% gross income test, and from dividends, interest and gain from the sale or disposition of securities, which need not have any relation to real property.

Rents received by a REIT will qualify as “rents from real property” in satisfying the gross income requirements described above only if several conditions are met.

• The amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of gross receipts or sales.

• Rents received from a tenant will not qualify as “rents from real property” in satisfying the gross income tests if the REIT, or a direct or indirect owner of 10% or more of the REIT, directly or constructively, owns 10% or more of such tenant (a “Related Party Tenant”). However, rental payments from a taxable REIT subsidiary will qualify as rents from real property even if we own more than 10% of the total value or combined voting power of the taxable REIT subsidiary if at least 90% of the property is leased to unrelated tenants and the rent paid by the taxable REIT subsidiary is substantially comparable to the rent paid by the unrelated tenants for comparable space.

• Rent attributable to personal property leased in connection with a lease of real property will not qualify as “rents from real property” if such rent exceeds 15% of the total rent received under the lease.

• For rents received to qualify as “rents from real property,” we generally must not operate or manage the property or furnish or render services to tenants, except through an “independent contractor” who is adequately compensated and from whom the REIT derives no income, or through a taxable REIT subsidiary. The “independent contractor” requirement, however, does not apply to the extent the services provided by the REIT are “usually or customarily rendered” in connection with the rental of space for occupancy only, and are not otherwise considered “rendered to the occupant.” In addition, a de minimis rule applies with respect to non-customary services. Specifically, if the value of the non-customary service income with respect to a property (valued at no less than 150% of the direct costs of performing such services) is 1% or less of the total income derived from the property, then all rental income except the non-customary service income will qualify as “rents from real property.” A taxable REIT subsidiary may provide services (including non-customary services) to a REIT’s tenants without “tainting” any of the rental income received by the REIT, and it will be able to manage or operate properties for third parties and generally engage in other activities unrelated to real estate.

We do not anticipate receiving rent that is based in whole or in part on the income or profits of any person (except by reason of being based on a fixed percentage or percentages of gross receipts or sales consistent with the rules

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described above). We also do not anticipate receiving more than a de minimis amount of rents from any Related Party Tenant or rents attributable to personal property leased in connection with real property that will exceed 15% of the total rents received with respect to such real property.

We provide services to our properties that we own through the Operating Partnership, and we believe that all of such services will be considered “usually or customarily rendered” in connection with the rental of space for occupancy only so that the provision of such services will not jeopardize the qualification of rent from the properties as “rents from real property.” In the case of any services that are not “usual and customary” under the foregoing rules, we intend to employ an “independent contractor” or a taxable REIT subsidiary to provide such services.

The Operating Partnership may receive certain types of income that will not qualify under the 75% or 95% gross income tests. In particular, dividends received from a taxable REIT subsidiary will not qualify under the 75% test. We believe, however, that the aggregate amount of such items and other non-qualifying income in any taxable year will not cause Brandywine to exceed the limits on non-qualifying income under either the 75% or 95% gross income tests.

If Brandywine fails to satisfy one or both of the 75% or 95% gross income tests for any taxable year, Brandywine may nevertheless qualify as a REIT for such year if it is entitled to relief under certain provisions of the Code. These relief provisions will be generally available if (1) the failure to meet such tests was due to reasonable cause and not due to willful neglect, (2) we have attached a schedule of the sources of our income to our return and (3) any incorrect information on the schedule was not due to fraud with intent to evade tax. In addition, we must also file a disclosure schedule with the IRS after we determine that we have not satisfied one of the gross income tests. It is not possible, however, to state whether in all circumstances Brandywine would be entitled to the benefit of these relief provisions. As discussed above in “-Taxation of Brandywine as a REIT,” even if these relief provisions apply, a tax would be imposed based on the non-qualifying income.

Asset Tests

At the close of each quarter of each taxable year, Brandywine must satisfy the following six tests relating to the nature of our assets:

First, at least 75% of the value of our total assets must be represented by some combination of “real estate assets,” cash or cash items, U.S. government securities, and, under some circumstances, stock or debt instruments purchased with new capital. For this purpose, “real estate assets” include interests in real property, such as land, buildings, leasehold interests in real property, stock of other REITs, certain kinds of mortgage-backed securities and mortgage loans, and: (i) personal property leased in connection with real property to the extent that the rents from personal property are treated as “rent from real property” for purposes of the 75% income test, and (ii) debt instruments issued by publicly offered REITs. Assets that do not qualify for purposes of the 75% test are subject to the additional asset tests described below, while securities that do qualify for purposes of the 75% test are generally not subject to the additional asset tests.

Second, the value of any one issuer’s securities we own may not exceed 5% of the value of our total assets.

Third, we may not own more than 10% of the vote or value of any one issuer’s outstanding securities. The 5% and 10% tests do not apply to our interests in the Operating Partnership, non-corporate subsidiaries, taxable REIT subsidiaries and any qualified REIT subsidiaries, and the 10% value test does not apply with respect to certain “straight debt” securities.

The safe harbor under which certain types of securities are disregarded for purposes of the 10% value limitation includes (1) straight debt securities (including straight debt securities that provide for certain contingent payments); (2) any loan to an individual or an estate; (3) any rental agreement described in Section 467 of the Code, other than with a “related person”; (4) any obligation to pay rents from real property; (5) certain securities issued by a State or any political subdivision thereof, or the Commonwealth of Puerto Rico; (6) any security issued by a REIT; and (7) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition of a security. In addition, for purposes of applying the 10% value limitation, (a) a REIT’s interest as a partner in a partnership is not considered a security; (b) any debt instrument issued by a partnership is not treated as a security if at least 75% of the partnership’s gross income is from sources that would qualify for the 75% REIT gross income

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test and (c) any debt instrument issued by a partnership is not treated as a security to the extent of the REIT’s interest as a partner in the partnership.

Fourth, not more than 20% (25% for taxable years beginning before January 1, 2018) of the value of our assets may be represented by securities of one or more taxable REIT subsidiaries.

Fifth, not more than 25% of the value of our total assets may be represented by “nonqualified publicly offered REIT debt instruments.” “Nonqualified publicly offered REIT debt instruments” are debt instruments issued by publicly offered REITs that are not secured by a mortgage on real property.

Sixth, not more than 25% of the value of our total assets may consist of securities other than securities that qualify for purposes of the 75% test.

We own, directly or indirectly, common shares of certain entities that have elected or will elect to be treated as a real estate investment trusts (“Subsidiary REITs”). Provided that each of the Subsidiary REITs continues to qualify as a REIT (including satisfaction of the ownership, income, asset and distribution tests discussed herein) the common shares of the Subsidiary REITs will qualify as real estate assets under the 75% test. However, if any Subsidiary REIT fails to qualify as a REIT in any year, then the common shares of such Subsidiary REIT will not qualify as real estate assets under the 75% test. In addition, if we own, directly or indirectly, more than 10% of the common shares of each Subsidiary REIT, Brandywine would not satisfy the 10% test if any Subsidiary REIT were to fail to qualify as a REIT. Accordingly, Brandywine’s qualification as a REIT depends upon the ability of any more than 10% owned Subsidiary REIT to continue to qualify as a REIT.

After initially meeting the asset tests at the close of any quarter, Brandywine will not lose its status as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values. If the failure to satisfy the asset tests results from an acquisition of securities or other property during a quarter, the failure can be cured by disposition of sufficient non-qualifying assets within 30 days after the close of that quarter. We intend to maintain adequate records of the value of our assets to ensure compliance with the asset tests, and to take such other action within 30 days after the close of any quarter as may be required to cure any noncompliance. However, there can be no assurance that such other action will always be successful. If we fail to cure any noncompliance with the asset tests within such time period, our status as a REIT would be lost.

The Code provides relief from certain failures to satisfy the REIT asset tests. If the failure relates to the 5% test or 10% test, and if the failure is de minimis (does not exceed the lesser of $10 million or 1% of our assets as of the end of the quarter), we may avoid the loss of our REIT status by disposing of sufficient assets to cure the failure within 6 months after the end of the quarter in which the failure was identified. For failures to meet the asset tests that are more than a de minimis amount, we may avoid the loss of our REIT status if: (1) the failure was due to reasonable cause, (2) we file a disclosure schedule at the end of the quarter in which the failure was identified, (3) we dispose of sufficient assets to cure the failure within 6 months after the end of the quarter and (4) we pay a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets.

Annual Distribution Requirements

In order to qualify as a REIT, Brandywine is required to distribute dividends (other than capital gain dividends) to our shareholders in an amount at least equal to (1) the sum of (a) 90% of its “REIT taxable income” (computed without regard to the dividends paid deduction and the REIT’s net capital gain or loss) and (b) 90% of the net income (after tax), if any, from foreclosure property, minus (2) certain “excess” non-cash income as defined in the Code. These distributions must be paid in the taxable year to which they relate, or in the following taxable year if such distributions are declared in October, November or December of the taxable year, are payable to shareholders of record on a specified date in any such month, and are actually paid before the end of January of the following year.

Such distributions are treated as both paid by us and received by our shareholders on December 31 of the year in which they are declared.

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Under the TCJA, for taxable years beginning after December 31, 2017, unless it elects otherwise, Brandywine’s deduction for net business interest expense will generally be limited to 30% of its taxable income, as adjusted for certain items of income, gain, deduction or loss. The CARES Act increased the 30% limitation to 50% for Brandywine’s taxable years beginning in 2019 and 2020 and permitted Brandywine to elect to use its 2019 adjusted taxable income to calculate the applicable limitation for its 2020 taxable year. Any business interest deduction that is disallowed due to this limitation may be carried forward to future taxable years. If Brandywine, the Operating Partnership or the Subsidiary Partnerships (as defined below) are subject to this interest expense limitation, Brandywine’s REIT taxable income for a taxable year may be increased. Taxpayers that conduct certain real estate businesses may elect not to have this interest expense limitation apply to them, provided that they use an alternative depreciation system to depreciate certain property. Each of Brandywine, the Operating Partnership and the Subsidiary Partnerships may be eligible to make this election. If any such entity makes this election, although it would not be subject to the interest expense limitation described above, its depreciation deductions may be reduced and, as a result, Brandywine’s REIT taxable income for a taxable year may be increased.

In addition, at our election, a distribution for a taxable year may be declared before we timely file our tax return for the year provided we pay such distribution with or before our first regular dividend payment after such declaration, and such payment is made during the 12-month period following the close of such taxable year. Such distributions are taxable to our shareholders in the year in which paid, even though the distributions relate to our prior taxable year for purposes of the 90% distribution requirement.

To the extent that we distribute at least 90%, but less than 100%, of our net taxable income, we will be subject to tax at ordinary corporate tax rates on the retained portion. In addition, we may elect to retain, rather than distribute our net long-term capital gains and pay tax on such gains. In this case, we would elect to have our shareholders include their proportionate share of such undistributed long-term capital gains in their income and receive a corresponding credit for their proportionate share of the tax paid by us. Our shareholders would then increase their adjusted basis in our shares by the difference between the amount included in their long-term capital gains and the tax deemed paid with respect to their shares.

If we should fail to distribute during each calendar year (or, in the case of distributions with declaration and record dates falling in the last three months of the calendar year, by the end of January following such calendar year) at least the sum of (1) 85% of our REIT ordinary income for such year, (2) 95% of our REIT net capital gain income for such year and (3) any undistributed taxable income from prior periods, we would be subject to a 4% excise tax on the excess of such required distribution over the sum of (a) the amounts actually distributed plus (b) retained amounts on which corporate level tax is paid by us.

Brandywine intends to make timely distributions sufficient to satisfy the annual distribution requirements. In this regard, the limited partnership agreement of the Operating Partnership authorizes Brandywine, as general partner, to operate the partnership in a manner that will enable it to satisfy the REIT requirements and avoid the imposition of any federal income or excise tax liability. It is possible that we, from time to time, may not have sufficient cash or other liquid assets to meet the 90% distribution requirement. This could arise, for example, when there is an expenditure of cash for nondeductible items such as principal amortization or capital expenditures. In addition, because we may deduct capital losses only to the extent of our capital gains, our REIT taxable income may exceed our economic income. In order to meet the 90% distribution requirement, we may borrow or may cause the Operating Partnership to arrange for short-term or possibly long-term borrowing to permit the payment of required distributions, or we may pay dividends in the form of taxable in-kind distributions of property, including potentially, our shares.

Under certain circumstances, Brandywine may be able to rectify a failure to meet the distribution requirement for a given year by paying “deficiency dividends” to shareholders in a later year that may be included in Brandywine’s deduction for distributions paid for the earlier year. Thus, Brandywine may be able to avoid losing its REIT qualification or being taxed on amounts distributed as deficiency dividends. However, Brandywine will be required to pay to the IRS interest and a penalty based upon the amount of any deduction taken for deficiency dividends.

Failure to Qualify

The Code provides relief for many failures to satisfy the REIT requirements. In addition to the relief provisions for failures to satisfy the income and asset tests (discussed above), the Code provides additional relief for other failures

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to satisfy REIT requirements. If the failure is due to reasonable cause and not due to willful neglect, and we elect to pay a penalty of $50,000 for each failure, we can avoid the loss of our REIT status.

If Brandywine fails to qualify for taxation as a REIT in any taxable year and the relief provisions do not apply, it will be subject to tax (including, for tax years beginning before January 1, 2018, any applicable corporate alternative minimum tax) on its taxable income at regular corporate rates. Distributions to shareholders in any year in which Brandywine fails to qualify will not be deductible to us. In such event, to the extent of Brandywine’s current and accumulated earnings and profits, all distributions to shareholders will be taxable to them as dividends, and, subject to certain limitations of the Code, corporate distributees may be eligible for the dividends received deduction. Under current law, such dividends will generally be taxable to individual domestic shareholders at the 20% rate for qualified dividends provided that applicable holding period requirements are met. Non-corporate shareholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning after December 31, 2017 and before January 1, 2026 for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain limitations. If we fail to qualify as a REIT, such shareholders may not claim this deduction with respect to dividends paid by us. Unless entitled to relief under specific statutory provisions, Brandywine also will be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether in all circumstances Brandywine would be entitled to such statutory relief.

Prohibited Transactions

Net income derived from a prohibited transaction is subject to a 100% tax. The term “prohibited transaction” generally includes a sale or other disposition of property (other than foreclosure property) that is held primarily for sale to customers in the ordinary course of a trade or business. Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances of a particular transaction. We intend to hold properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing, owning and operating properties, and to make occasional sales of properties as are consistent with our investment objectives. No assurance can be given that any property that we sell will not be treated as property held for sale to customers, or that we can comply with certain safe-harbor provisions of the Code that would prevent the imposition of the 100% tax. The 100% tax does not apply to gains from the sale of property that is held through a taxable REIT subsidiary or other taxable corporation, although such income will be subject to tax in the hands of that corporation at regular corporate tax rates.

Foreclosure Property

Foreclosure property is real property (including interests in real property) and any personal property incident to such real property (1) that is acquired by a REIT as a result of the REIT having bid on the property at foreclosure, or having otherwise reduced the property to ownership or possession by agreement or process of law, after there was a default (or default was imminent) on a lease of the property or a mortgage loan held by the REIT and secured by the property, (2) for which the related loan or lease was made, entered into or acquired by the REIT at a time when default was not imminent or anticipated and (3) for which such REIT makes an election to treat the property as foreclosure property. REITs generally are subject to tax at the maximum corporate rate (currently 21%) on any net income from foreclosure property, including any gain from the disposition of the foreclosure property, other than income that would otherwise be qualifying income for purposes of the 75% gross income test. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property is held primarily for sale to customers in the ordinary course of a trade or business.

Hedging

We may enter into hedging transactions with respect to one or more of our assets or liabilities. Hedging transactions could take a variety of forms, including interest rate swaps or cap agreements, options, futures contracts, forward rate agreements or similar financial instruments. Except to the extent provided by Treasury regulations, any income from a hedging transaction (i) made in the normal course of our business primarily to manage risk of interest rate or price changes or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations

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incurred or to be incurred by us to acquire or own real estate assets or (ii) entered into primarily to manage the risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests (or any property which generates such income or gain), which is clearly identified as such before the close of the day on which it was acquired, originated or entered into, including gain from the disposition of such a transaction, will not constitute gross income for purposes of the 95% gross income test and the 75% gross income test. To the extent we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both the 75% and 95% gross income tests. We intend to structure any hedging transactions in a manner that does not jeopardize our ability to qualify as a REIT.

If Brandywine has entered into a hedging transaction described in (i) or (ii), and a portion of the hedged indebtedness or property is extinguished or disposed of and, in connection with such extinguishment or disposition, Brandywine enters into a new clearly identified hedging transaction (a “New Hedge”), income from the applicable hedge and income from the New Hedge (including gain from the disposition of such New Hedge) will not be treated as gross income for purposes of the 95% and 75% gross income tests.

Tax Aspect of Investments in the Operating Partnership and the Subsidiary Partnerships

The following discussion summarizes certain Federal income tax considerations applicable to Brandywine’s investment in the Operating Partnership and the Operating Partnership’s investments in subsidiary partnerships, limited liability companies, and joint ventures (referred to collectively as the “Subsidiary Partnerships”).

General

We may hold investments through entities that are classified as partnerships for U.S. federal income tax purposes, including our interest in the Operating Partnership and the equity interests in the Subsidiary Partnerships. In general, partnerships are “pass-through” entities that are not subject to U.S. federal income tax. Rather, partners are allocated their proportionate shares of the items of income, gain, loss, deduction and credit of a partnership, and are subject to tax on these items without regard to whether the partners receive a distribution from the partnership. We will include in our income our proportionate share of these partnership items of the Operating Partnership and the Subsidiary Partnerships for purposes of the various REIT income tests and in the computation of our REIT taxable income. Moreover, for purposes of the REIT asset tests, we will include our proportionate share of assets held by the Operating Partnership and the Subsidiary Partnerships. Consequently, to the extent that we hold, directly or indirectly through another “pass-through” entity, an equity interest in a partnership, the partnership’s assets and operations may affect our ability to qualify as a REIT.

Among the allocable share of deductions that Brandywine would receive are interest deductions of the Operating Partnership and its Subsidiary Partnerships. The TCJA limits a taxpayer’s interest expense deduction to the sum of 30% of adjusted taxable income, business interest, and certain other amounts. The CARES Act provision that increased the 30% limitation to 50% for taxable years beginning in 2019 and 2020 did not apply to partnerships like the Operating Partnership with respect to taxable years beginning in 2019 (and thus, only applied with respect to taxable years beginning in 2020 for the Operating Partnership). However, under the CARES Act, the Operating Partnership was eligible to elect to use its 2019 adjusted taxable income to calculate the applicable limitation for its taxable year beginning in 2020. Adjusted taxable income does not include items of income or expense not allocable to a trade or business, business interest or expense, the new deduction for qualified business income, NOLs, and for years prior to 2022, deductions for depreciation, amortization, or depletion. For partnerships, the interest deduction limitation is applied at the partnership level, subject to certain adjustments to the partners for unused deduction limitation at the partnership level. Unless Brandywine elected otherwise, 50% of its share of the Operating Partnership’s “excess business interest” for its 2019 taxable year was treated as paid by Brandywine in its 2020 taxable year and was not subject to any limitation. The interest deduction limitation applies to taxable years beginning after December 31, 2017.

The TCJA allows a real property trade or business to elect out of this interest limitation so long as it uses a 40-year recovery period for nonresidential real property, a 30-year recovery period for residential rental property, and a 20-year recovery period for related improvements described below. Disallowed interest expense is carried forward indefinitely (subject to special rules for partnerships).

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For taxpayers that do not use the TCJA’s real property trade or business exception to the business interest deduction limitations, the TCJA maintains the current 39-year and 27.5-year straight line recovery periods for nonresidential real property and residential rental property, respectively, and provides that tenant improvements for such taxpayers are subject to a general 15-year recovery period. Also, the TCJA temporarily allows 100% expensing of certain new or used tangible property through 2022, phasing out at 20% for each following year (with an election available for 50% expensing of such property if placed in service during the first taxable year ending after September 27, 2017).

Classification of the Operating Partnership and the Subsidiary Partnerships as Partnerships

The investment by us in partnerships involves special tax considerations, including the possibility of a challenge by the IRS to the status of the Operating Partnership or any of the Subsidiary Partnerships as a partnership, as opposed to an association taxable as a corporation, for U.S. federal income tax purposes. If any of these entities were treated as an association for U.S. federal income tax purposes, it would be taxable as a corporation and, therefore, could be subject to an entity-level tax on its income. In such a situation, the character of our assets and items of our gross income would change and could preclude us from satisfying the REIT asset tests or the REIT income tests as discussed in “-Taxation of the Company-Asset Tests” and “-Taxation of the Company-Income Tests” above, and in turn could prevent us from qualifying as a REIT. See “-Taxation of the Company -Failure to Qualify” above, for a discussion of the effect of our failure to meet these tests for a taxable year. In addition, any change in the status of any of the Operating Partnership and the Subsidiary Partnerships for tax purposes might be treated as a taxable event, in which case we could have taxable income that is subject to the REIT distribution requirements without receiving any cash.

Treasury regulations provide that a domestic business entity not otherwise organized as a corporation (an “Eligible Entity”) may elect to be treated as a partnership or disregarded entity for federal income tax purposes. Generally, an Eligible Entity will be classified as a partnership or disregarded entity (depending on its number of owners) for federal income tax purposes unless it elects otherwise. The Operating Partnership and the Subsidiary Partnerships (other than those Subsidiary Partnerships that have elected to be treated as taxable REIT subsidiaries) intend to claim classification as partnerships or disregarded entities under these Treasury regulations. As a result, we believe that the Operating Partnership and the Subsidiary Partnerships (other than those Subsidiary Partnerships that have elected to be treated as taxable REIT subsidiaries) will be classified as partnerships or disregarded entities for U.S. federal income tax purposes. We have not requested and do not intend to request a ruling from the IRS that the Operating Partnership or the Subsidiary Partnerships will be classified as partnerships for U.S. federal income tax purposes.

To be partnerships for U.S. federal income tax purposes, the Operating Partnership and the Subsidiary Partnerships generally must not be “publicly traded partnerships.” A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market (or a substantial equivalent). A publicly traded partnership is generally treated as a corporation for U.S. federal income tax purposes, but will not be so treated if, for each taxable year beginning after December 31, 1987 in which it was classified as a publicly traded partnership, at least 90% of the partnership’s gross income consisted of specified passive income, including real property rents (which includes rents that would be qualifying income for purposes of the 75% gross income test, with certain modifications that make it easier for the rents to qualify for the 90% passive income exception), gains from the sale or other disposition of real property, interest, and dividends (the “90% passive income exception”).

Treasury regulations provide limited safe harbors from treatment as a publicly traded partnership. We expect that the Operating Partnership and the Subsidiary Partnerships will fall within one of the “safe harbors” for the partnership to avoid being classified as a publicly traded partnership. However, the ability to satisfy the requirements of some of these safe harbors depends on the results of the actual operations of the relevant entities and accordingly no assurance can be given that any such partnership would not be treated as a publicly traded partnership. Even if a partnership failed to meet one of the safe harbors, it generally will not be treated as a corporation if it qualifies for the 90% passive income exception discussed immediately above.

Partnership Allocations

Although a partnership agreement generally will determine the allocation of income and losses among partners, such allocations will be disregarded for tax purposes if they do not comply with the provisions of Section 704(b) of the

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Code and the Treasury regulations promulgated thereunder, which require that partnership allocations respect the economic arrangement of the partners. If an allocation is not recognized for U.S. federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership, which will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. The Operating Partnership’s allocations of taxable income and loss are intended to comply with the requirements of Section 704(b) of the Code and the Treasury regulations promulgated thereunder.

Tax Allocations with Respect to Contributed Properties

Pursuant to Section 704(c) of the Code, items of income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated for U.S. federal income tax purposes in a manner such that the contributor is charged with or benefits from the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of such unrealized gain or unrealized loss is generally equal to the difference between the fair market value of the contributed property at the time of contribution and the adjusted tax basis of such property at the time of contribution. Such allocations are solely for federal income tax purposes and do not affect other economic or legal arrangements among the partners.

Our Operating Partnership has entered into transactions involving the contribution to the Operating Partnership of appreciated property, and the Operating Partnership may enter into such transactions in the future. The partnership agreement of the Operating Partnership requires allocations of income, gain, loss and deduction attributable to contributed property to be made in a manner that is consistent with Section 704(c) of the Code. Treasury regulations issued under Section 704(c) give partnerships a choice of several methods of allocating taxable income with respect to contributed properties. Depending upon the method chosen, (1) our tax depreciation deductions attributable to those properties may be lower than they would have been if our Operating Partnership had acquired those properties for cash and (2) in the event of a sale of such properties, we could be allocated gain in excess of our corresponding economic or book gain. These allocations may cause us to recognize taxable income in excess of cash proceeds received by us, which might adversely affect our ability to comply with the REIT distribution requirements or result in our shareholders recognizing additional dividend income without an increase in distributions.

Depreciation

The Operating Partnership’s assets include a substantial amount of appreciated property contributed by its partners. Assets contributed to a partnership in a tax-free transaction generally retain the same depreciation method and recovery period as they had in the hands of the partner who contributed them to the partnership. Accordingly, a substantial amount of the Operating Partnership’s depreciation deductions for its real property are based on the historic tax depreciation schedules for the properties prior to their contribution to the Operating Partnership. The properties are being depreciated over a range of 15 to 40 years using various methods of depreciation which were determined at the time that each item of depreciable property was placed in service. In certain instances where a partnership interest rather than real property is contributed to the Partnership, the real property may not carry over its recovery period but rather may, similarly, be subject to the lengthier recovery period.

Basis in Operating Partnership Interest

Our adjusted tax basis in each of the partnerships in which we have an interest generally (1) will be equal to the amount of cash and the basis of any other property contributed to such partnership by us, (2) will be increased by (a) our allocable share of such partnership’s income and (b) our allocable share of any indebtedness of such partnership, and (3) will be reduced, but not below zero, by our allocable share of (a) such partnership’s loss and (b) the amount of cash and the tax basis of any property distributed to us and by constructive distributions resulting from a reduction in our share of indebtedness of such partnership.

If our allocable share of the loss (or portion thereof) of any partnership in which we have an interest would reduce the adjusted tax basis of our partnership interest in such partnership below zero, the recognition of such loss will be deferred until such time as the recognition of such loss (or portion thereof) would not reduce our adjusted tax basis below zero. To the extent that distributions to us from a partnership, or any decrease in our share of the nonrecourse indebtedness of a partnership (each such decrease being considered a constructive cash distribution to the partners),

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would reduce our adjusted tax basis below zero, such distributions (including such constructive distributions) would constitute taxable income to us. Such distributions and constructive distributions normally would be characterized as long-term capital gain if our interest in such partnership has been held for longer than the long-term capital gain holding period (currently 12 months).

Sale of Partnership Property

Generally, any gain realized by a partnership on the sale of property held by the partnership for more than 12 months will be long-term capital gain, except for any portion of such gain that is treated as depreciation or cost recovery recapture. However, under requirements applicable to REITs under the Code, our share as a partner of any gain realized by the Operating Partnership on the sale of any property held as inventory or other property held primarily for sale to customers in the ordinary course of a trade or business will be treated as income from a prohibited transaction that is subject to a 100% penalty tax. See -Taxation of the Company-Prohibited Transactions.”

Partnership Audit Rules

Under the rules applicable to the federal income tax audits of partnerships (such as the Operating Partnership), a partnership itself may be liable for a tax computed by reference to the hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit, regardless of changes in the composition of the partners (or their relative ownership) between the year under audit and the year of the adjustment. The applicable rules also include an elective alternative method under which the additional taxes resulting from the adjustment are assessed against the affected partners, subject to a higher rate of interest than otherwise would apply. These rules could result in partnerships in which we directly or indirectly invest being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of those partnerships could be required to bear the economic burden of those taxes, interest and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment. Investors are urged to consult with their tax advisors with respect to those changes and their potential impact on their investment in our shares.

Taxation of Shareholders

As used herein, a “U.S. Shareholder” means a beneficial owner of our common shares or preferred shares that is, for U.S. federal income tax purposes:

• a citizen or individual resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (a) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

As used herein, a “non-U.S. Shareholder” means a beneficial owner of our common shares or preferred shares that is not a “U.S. Shareholder” and that is not a partnership (or other entity treated as a partnership for U.S. federal income tax purposes).

If a partnership (or other arrangement treated as a partnership for U.S. federal income tax purposes) holds common shares or preferred shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding common shares or preferred shares, you should consult your tax advisor with regard to the U.S. federal, state, local and non-U.S. tax consequences particular to your purchase, ownership and disposition of our common shares or preferred shares.

Taxation of Taxable U.S. Shareholders

Taxation of Ordinary Dividends on Shares

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As long as Brandywine qualifies as a REIT, distributions made to Brandywine’s taxable U.S. Shareholders out of current or accumulated earnings and profits (and not designated as capital gain dividends) (“Ordinary Dividends”) will be dividends taxable to such U.S. Shareholders as ordinary income and will not be eligible for the dividends received deduction for corporations. However, for taxable years prior to 2026, individual shareholders generally are allowed to deduct 20% of the aggregate amount of Ordinary Dividends distributed by us that are “qualified REIT dividends,” subject to certain limitations. Pursuant to the Treasury regulations, in order for a dividend paid by a REIT to be eligible to be treated as a “qualified REIT dividend,” the shareholder must meet two holding period-related requirements. First, the shareholder must hold the REIT shares for a minimum of 46 days during the 91-day period that begins 45 days before the date on which the REIT share becomes ex-dividend with respect to the dividend. Second, the qualifying portion of the REIT dividend is reduced to the extent that the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. The 20% deduction does not apply to REIT capital gain dividends or to REIT dividends that we designate as “qualified dividend income.” Like most of the other changes made by the TCJA applicable to non-corporate taxpayers, the 20% deduction will expire on December 31, 2025 unless Congress acts to extend it. Prospective investors should consult their tax advisors concerning these limitations on the ability to deduct all or a portion of dividends received on shares of our common shares or preferred shares.

Dividends received from REITs are generally not eligible for taxation at the preferential rates for qualified dividends received by individual shareholders. We may designate a distribution as qualified dividend income to the extent of (1) qualified dividend income we receive during the current year (for example, dividends received from our taxable REIT subsidiaries), plus (2) income on which we have been subject to corporate level tax during the prior year (for example, undistributed REIT taxable income), plus (3) any income attributable to the sale of a built in gain asset that was acquired from a C corporation in a carry-over basis transaction less the tax paid on that income. To the extent that we designate a dividend as qualified dividend income, an individual will be taxable at preferential rates (currently a 20% maximum federal rate, but see the discussion below “Taxation of Taxable U.S. Shareholders-Tax Rates Applicable to Individual Shareholders under the TCJA” becertain holding period requirements are met. However, we expect that ordinary dividends paid by Brandywine generally will not be eligible for treatment as qualified dividend income to any significant extent.

Capital Gain Distributions

Distributions that are designated as long-term capital gain dividends will be taxed as long-term capital gains (to the extent they do not exceed our actual net capital gain for the taxable year) without regard to the period for which the U.S. Shareholder has held its shares of beneficial interest. In general, U.S. Shareholders will be taxable on long-term capital gains, currently at a maximum rate of 20% (but see the discussion below “Taxation of Taxable U.S. Shareholders-Tax Rates Applicable to Individual Shareholders under the TCJA” below), except that the portion of such gain that is attributable to depreciation recapture will be taxable at the maximum rate of 25%. However, corporate shareholders may be required to treat up to 20% of certain capital gain dividends as ordinary income.

We may elect under the applicable provisions of the Code to retain and pay tax on our net capital gains. In such event U.S. Shareholders will be taxable on the U.S. Shareholders’ proportionate share of such undistributed capital gains. Each U.S. Shareholder would then receive a credit, for use on their return, in the amount of the U.S. Shareholders’ proportionate share of the capital gains tax paid by us. If the credit results in an amount owed to a U.S. Shareholder, such U.S. Shareholder would receive a refund. A U.S. Shareholder’s basis in our shares will be increased by the amount of the shareholder’s allocable share of any retained capital gains less the shareholder’s allocable share of the tax paid by us on such capital gains.

Dividends Generally

Effective for distributions paid and treated as being paid in taxable years beginning after December 31, 2015, the aggregate amount of dividends that Brandywine may designate as “capital gain dividends” or “qualified dividend income” with respect to any taxable year may not exceed the dividends paid by Brandywine with respect to such taxable year, including dividends that are paid in the following taxable year and treated as having been paid with respect to such taxable year by being (1) declared before Brandywine timely files its tax return for such taxable year and (2) paid with or before the first regular dividend payment after such declaration.

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Non-Dividend Distributions

Distributions in excess of current and accumulated earnings and profits (“Non-Dividend Distributions”) will not be taxable to a U.S. Shareholder to the extent that they do not exceed the adjusted basis of the U.S. Shareholder’s shares, but rather will reduce the adjusted basis of such shares. To the extent that Non-Dividend Distributions exceed the adjusted basis of a U.S. Shareholder’s shares, such distributions will be included in income as long-term capital gain (or short-term capital gain, generally, if the shares have been held for 12 months or less) assuming the shares are a capital asset in the hands of the U.S. Shareholder. In determining the extent to which a distribution on our shares constitutes a dividend for tax purposes, the earnings and profits of Brandywine will be allocated first to distributions with respect to the preferred shares and second to distributions with respect to common shares. Therefore, depending on our earnings and profits, distributions with respect to the preferred shares (as compared to distributions with respect to our common shares) are more likely to be treated as dividends than as a return of capital or a distribution in excess of basis.

Dividends Paid in Common Shares

We are allowed to satisfy the REIT distribution requirements with respect to certain taxable years by distributing a significant portion of our dividends in the form of common shares rather than cash. In the event that we pay a portion of a dividend in common shares, taxable U.S. Shareholders generally would be required to pay tax on the full amount of the dividend (including the fair market value of any common shares received) and the amount of the tax may exceed the amount of cash received. For taxable years prior to 2026, individual shareholders generally are allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations.

Timing of Distributions

Any distribution declared by us in October, November or December of any year payable to a shareholder of record on a specified date in any such month shall be treated as both paid by Brandywine and received by the shareholder on December 31 of such year, provided that the distribution is actually paid by Brandywine not later than the end of January of the following calendar year. Shareholders may not include in their individual income tax returns any of Brandywine’s losses.

Sale or Exchange of Common and Preferred Shares

In general, a U.S. Shareholder will recognize capital gain or loss on the disposition of common or preferred shares equal to the difference between the sales price for such shares and the adjusted tax basis for such shares. In general, a U.S. Shareholder’s adjusted tax basis will equal the U.S. Shareholder’s acquisition cost, increased by the U.S. Shareholder’s allocable share of any retained capital gains, less the U.S. Shareholder’s allocable share of the tax paid by us on such retained capital gains, and reduced by Non-Dividend Distributions.

In general, capital gains recognized by individuals and other non-corporate U.S. Shareholders upon the sale or disposition of shares of our shares currently will be subject to a maximum U.S. federal income tax rate of 20%, if our shares are held for more than 12 months, and will be taxed at ordinary income rates of up to 37% (but see the discussion below “Taxation of Taxable U.S. Shareholders-Tax Rates Applicable to Individual Shareholders under the TCJA” regarding the sunset of the 37% rate) if our shares are held for 12 months or less. Gains recognized by U.S. Shareholders that are corporations are subject to U.S. federal income tax at a rate of 21%, whether or not classified as long-term capital gains.

Capital losses recognized by a U.S. Shareholder upon the disposition of our shares held for more than one year at the time of disposition will be considered long-term capital losses, and are generally available only to offset capital gain income of the U.S. Shareholder but not ordinary income (except in the case of individuals, who may offset up to $3,000 of ordinary income each year). However, any loss upon a sale or exchange of shares by a U.S. Shareholder who has held such shares for six months or less (after applying certain holding period rules) will be treated as a long-term capital loss to the extent such shareholder has received distributions from us required to be treated as long-term capital gain.

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If a U.S. Shareholder recognizes a loss upon a subsequent disposition of our shares in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss generating transactions to the IRS. While these regulations are directed towards “tax shelters,” they are written broadly, and apply to transactions that would not typically be considered tax shelters. Significant penalties apply for failure to comply with these requirements. You should consult your tax advisor concerning any possible disclosure obligation with respect to the receipt or disposition of our shares, or transactions that might be undertaken directly or indirectly by us. Moreover, you should be aware that we and other participants in transactions involving us (including our advisors) might be subject to disclosure or other requirements pursuant to these regulations.

Medicare Tax on Investment Income

Certain U.S. Shareholders who are individuals, estates or trusts and whose income exceeds certain thresholds must pay a 3.8% Medicare tax on “net investment income” which includes, among other things, dividends on shares, interest on debt securities and capital gains from the sale or other disposition of shares or debt securities, subject to certain exceptions. The temporary 20% deduction allowed by Section 199A of the Code, as added by the TCJA, with respect to ordinary REIT dividends received by non-corporate taxpayers is allowed only for purposes of Chapter 1 of the Code and thus is apparently not allowed as a deduction allocable to such dividends for purposes of determining the amount of net investment income subject to the 3.8% Medicare tax, which is imposed under Chapter 2A of the Code. Prospective investors should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of our common shares, preferred shares or debt securities.

Passive Activity Losses and Investment Interest Limitations

Distributions from us and gain from the disposition of shares will not be treated as passive activity income and, therefore, U.S. Shareholders will not be able to apply any “passive losses” against such income. Distributions from us (to the extent they do not constitute a return of capital or capital gain dividends) will generally be treated as investment income for purposes of the investment interest limitation. A shareholder may elect to treat capital gain dividends and capital gains from the disposition of shares as investment income for purposes of the investment interest limitation, but in such event a shareholder will be taxed at ordinary income rates on such amounts.

Redemption of Preferred Shares

Our preferred shares are redeemable by us under certain circumstances. A redemption of preferred shares will be treated under Section 302 of the Code as a distribution taxable as a dividend (to the extent of our current and accumulated earnings and profits) at ordinary income rates, unless the redemption satisfies one of the tests set forth in Section 302(b) of the Code and is therefore treated as a sale or exchange of the redeemed shares. The redemption will be treated as a sale or exchange if it (i) is “substantially disproportionate” with respect to the U.S. Shareholder, (ii) results in a “complete termination” of the U.S. Shareholder’s share interest in our company or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Shareholder, all within the meaning of Section 302(b) of the Code.

In determining whether any of these tests has been met, there must be taken into account not only any preferred shares owned by the U.S. Shareholder, but also such U.S. Shareholder’s ownership of our common shares, other series of preferred shares and any options to acquire any of the foregoing. The U.S. Shareholder also must take into account any such securities (including options) which are considered to be owned by such holder by reason of the constructive ownership rules set forth in Sections 318 and 302(c) of the Code. If a particular U.S. Shareholder owns (actually or constructively) no common shares or an insubstantial percentage of common shares or preferred shares, based upon current law, it is probable that the redemption of the preferred shares from such holder would be considered “not essentially equivalent to a dividend.” However, because the determination as to whether any of the alternative tests of Section 302(b) of the Code will be satisfied with respect to any particular holder of preferred shares depends upon the facts and circumstances at the time the determination must be made, prospective holders of preferred shares are advised to consult their own tax advisors to determine such tax treatment.

If a redemption of preferred shares is not treated as a distribution taxable as a dividend to a particular U.S. Shareholder, it will be treated as a taxable sale or exchange by that U.S. Shareholder. As a result, the U.S. Shareholder will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference

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between (i) the amount of cash and the fair market value of any property received (less any portion thereof attributable to accumulated and declared but unpaid dividends, which will be taxable as a dividend to the extent of our current and accumulated earnings and profits) and (ii) the U.S. Shareholder’s adjusted tax basis in the shares. Such gain or loss will be capital gain or loss if the shares were held as a capital asset, and will be long-term gain or loss if such shares were held for more than one year.

If the redemption is treated as a distribution taxable as a dividend, the amount of the distribution will be measured by the amount of cash and the fair market value of any property received by the U.S. Shareholder. The U.S. Shareholder’s adjusted tax basis in the preferred shares redeemed will be transferred to any other shareholdings of the U.S. Shareholder in Brandywine. If the U.S. Shareholder of the preferred shares owns no other shares, under certain circumstances, such basis may be transferred to a related person, or it may be lost entirely.

Information Reporting and Backup Withholding Applicable to U.S. Shareholders

In general, Brandywine will report to its U.S. Shareholders and the IRS the amount of distributions paid (unless the U.S. Shareholder establishes that it is an exempt recipient) during each calendar year, and the amount of tax withheld, if any. Under the backup withholding rules, a U.S. Shareholder may be subject to backup withholding at the rate of 24% with respect to distributions paid unless such U.S. Shareholder (a) comes within certain exempt categories and, when required, demonstrates this fact, or (b) provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding and otherwise complies with applicable requirements of the backup withholding rules. A U.S. Shareholder that does not provide us with their correct taxpayer identification number may also be subject to penalties imposed by the IRS. In addition, we may be required to withhold a portion of capital gain distributions to any U.S. Shareholder who fail to certify their non-foreign status to Brandywine. See “-Taxation of Non-U.S. Shareholders.” Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the shareholder’s income tax liability, provided the required information is furnished to the IRS.

Tax Rates Applicable to Individual Shareholders under the TCJA

Long-term capital gains (i.e., generally capital gains with respect to assets held for more than one year) and “qualified dividends” received by an individual generally are subject to federal income tax at a maximum rate of 20%. Short-term capital gains (i.e., generally capital gains with respect to assets held for one year or less) generally are subject to federal income tax at ordinary income rates. Because we are not generally subject to federal income tax on the portion of our REIT taxable income or capital gains distributed to our shareholders, our dividends generally are not eligible for the 20% maximum tax rate on qualified dividends. Instead, our ordinary dividends generally are taxed at the higher tax rates applicable to ordinary income, the maximum rate of which is 37% for tax years beginning after December 31, 2017 and before January 1, 2026. However, for taxable years beginning prior to January 1, 2026, individual shareholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%. The 20% maximum tax rate for long-term capital gains and qualified dividends generally applies to:

• your long-term capital gains, if any, recognized on the disposition of our shares;

• our distributions designated as long-term capital gain dividends (except to the extent attributable to real estate depreciation, in which case such distributions are subject to a 25% tax rate to such extent);

• our dividends attributable to dividends received by us from non-REIT corporations, such as taxable REIT subsidiaries; and

• our dividends to the extent attributable to income upon which we have paid corporate income tax (e.g., to the extent that we distribute less than 100% of our taxable income).

Taxation of Tax-Exempt Shareholders

U.S. tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts, generally are exempt from U.S. federal income taxation. However, they are subject to taxation on their unrelated business taxable income (“UBTI”). Distributions by us to a shareholder that is a tax-exempt entity should generally not constitute UBTI, as defined in Section 512(a) of the Code provided that the tax-exempt entity has not financed the acquisition of its shares with “acquisition indebtedness” within the meaning of the Code and the shares

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are not otherwise used in an unrelated trade or business of the tax-exempt entity. Tax-exempt U.S. Shareholders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans exempt from U.S. federal income taxation under sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of the Code, respectively, are subject to different UBTI rules, which generally will require them to characterize distributions from us as UBTI.

In certain circumstances, a pension trust (1) that is described in Section 401(a) of the Code, (2) is tax exempt under section 501(a) of the Code and (3) that owns more than 10% of our shares could be required to treat a percentage of the dividends from us as UBTI if we are a “pension-held REIT.” We will not be a pension-held REIT unless (1) either (A) one pension trust owns more than 25% of the value of our shares or (B) a group of pension trusts, each individually holding more than 10% of the value of our shares, collectively owns more than 50% of such shares and (2) we would not have qualified as a REIT but for the fact that Section 856(h)(3) of the Code provides that shares owned by such trusts shall be treated, for purposes of the requirement that not more than 50% of the value of the outstanding shares of a REIT is owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities), as owned by beneficiaries of the trust rather than the trust itself. Certain restrictions on ownership and transfer of our shares should generally prevent a tax-exempt entity from owning more than 10% of the value of our shares, or us from becoming a pension-held REIT.

Tax-exempt U.S. Shareholders are urged to consult their tax advisors regarding the U.S. federal, state, local and foreign tax consequences of the acquisition, ownership and disposition of our shares.

Taxation of Non-U.S. Shareholders

The rules governing U.S. federal income taxation of non-U.S. Shareholders are complex and no attempt is made herein to provide more than a summary of such rules. Prospective non-U.S. Shareholders should consult with their own tax advisors to determine the impact of U.S. federal, state and local income and estate tax laws with regard to an investment in our shares, including any reporting requirements.

Ordinary Dividends

The portion of Ordinary Dividends received by non-U.S. Shareholders that are not attributable to gain from sales or exchanges by us of United States real property interests and which are not effectively connected with a U.S. trade or business of the non-U.S. Shareholder generally will be subject to a withholding tax equal to 30% of the gross amount of the distribution unless an applicable tax treaty reduces or eliminates that tax. Under some treaties, however, the lower rates generally applicable to dividends do not apply to dividends from REITs. We intend to withhold United States income tax at the rate of 30% on the gross amount of any such Ordinary Dividends paid to a non-U.S. Shareholder unless (1) a lower treaty rate applies and the non-U.S. Shareholder files with us a properly completed IRS Form W-8BEN or W-8BEN-E (or other applicable form) claiming the benefits of the lower treaty rate or (2) the non-U.S. Shareholder files with us an IRS Form W-8ECI claiming that the distribution is effectively connected with a U.S. trade or business.

In general, non-U.S. Shareholders will not be considered to be engaged in a U.S. trade or business solely as a result of their ownership of our shares. If income from the investment in our shares is treated as effectively connected with the non-U.S. Shareholder’s conduct of a United States trade or business, the non-U.S. Shareholder generally will be subject to a tax at graduated rates, in the same manner as U.S. Shareholders are taxed with respect to such distributions (and may also be subject to the 30% branch profits tax in the case of a non-U.S. Shareholder that is a foreign corporation).

Non-Dividend Distributions

Unless our shares constitute a U.S. real property interest (“USRPI”), any Non-Dividend Distributions will not be taxable to a non-U.S. Shareholder to the extent that such distributions do not exceed the adjusted basis of the shareholder’s shares, but rather will reduce the adjusted basis of the shareholder in such shares. To the extent that Non-Dividend Distributions exceed the adjusted basis of a non-U.S. Shareholder’s shares, such distributions will give rise to tax liability if the non-U.S. Shareholder would otherwise be subject to tax on any gain from the sale or disposition of its shares, as described below (See “-Taxation of Non-U.S. Shareholders-Dispositions of our Shares”). If it cannot be determined at the time a distribution is made whether or not such distribution will be in excess of

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current and accumulated earnings and profits, the distributions will be subject to withholding at the same rate as Ordinary Dividends. Because we generally cannot determine at the time we make a distribution whether or not the distribution will exceed our current and accumulated earnings and profits, we normally will withhold tax on the entire amount of any distribution at the same rate as we would withhold on Ordinary Dividends. However, amounts thus withheld are refundable to the non-U.S. Shareholder if it is subsequently determined that such distribution was, in fact, in excess of our current and accumulated earnings and profits.

If our shares constitute a USRPI, as described below (See “-Taxation of Non-U.S. Shareholders-Dispositions of our Shares”), Non-Dividend Distributions by us in excess of the non-U.S. Shareholder’s adjusted tax basis in our shares will be taxed under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) at the rate of tax, including any applicable capital gains rates, that would apply to a U.S. Shareholder of the same type (e.g., an individual or a corporation, as the case may be), and the collection of the tax will be enforced by a refundable withholding at a rate of 15% of the Non-Dividend Distribution.

Our shares will not be treated as a USRPI when held, directly or indirectly, by a “qualified shareholder” and, therefore, FIRPTA will not apply to such shares. However, certain investors in a qualified shareholder that owns more than 10% of our shares (directly or indirectly) that are not themselves qualified shareholders may be subject to FIRPTA withholding. A “qualified shareholder” is a foreign entity that (A)(i) is eligible for the benefits of a comprehensive income tax treaty with the United States that includes an exchange of information program and the principal class of interest of which is listed and regularly traded on one or more recognized stock exchanges (as defined in such comprehensive income tax treaty) or (ii) is a foreign partnership that is created or organized under foreign law as a limited partnership in a jurisdiction that has an agreement for the exchange of information with respect to taxes with the United States and has a class of limited partnership units which is regularly traded on the New York Stock Exchange or Nasdaq Stock Market and the value of such class of limited partnership units is greater than 50% of the value of all of the partnership units of the foreign partnership, (B) is a qualified collective investment vehicle and (C) maintains records on the identity of each person who, at any time during the foreign person’s taxable year, holds directly 5% or more of the class of interest described in (A)(i) or (ii). A “qualified collective investment vehicle” is a foreign person that (x) under the comprehensive income tax treaty described in (A)(i) or (ii) of the prior sentence would be eligible for a reduced rate of withholding with respect to dividends paid by a REIT even if such person owned more than 10% of the REIT, (y) is a publicly traded partnership that is a withholding foreign partnership and would treated as a United States real property holding corporation if it were a United States corporation or (iii) which is designated as a qualified collective investment vehicle by the Secretary of the Treasury and is either (A) fiscally transparent or (B) required to include dividends in its gross income but is entitled to a deduction for distributions to its equity investors. Additionally, qualified foreign pension funds will not be subject to FIRPTA withholding. The rules concerning qualified shareholders and qualified foreign pension funds are complex and investors who believe they may be qualified shareholders or qualified foreign pension funds should consult with their own tax advisors to find out if these rules are applicable to them.

Capital Gain Distributions

Except as discussed below with respect to 10% or less holders of regularly traded classes of shares, distributions that are attributable to gain from sales or exchanges by us of United States real property interests will be taxed to a non-U.S. Shareholder under the provisions of FIRPTA. Under FIRPTA, distributions attributable to gain from sales of United States real property interests are taxed to a non-U.S. Shareholder as if such gain were effectively connected with a United States trade or business. Individuals who are non-U.S. Shareholders will be required to report such gain on a U.S. federal income tax return and such gain will be taxed at the normal capital gain rates applicable to U.S. individual shareholders (subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). Also, distributions subject to FIRPTA may be subject to a 30% branch profits tax in the hands of a foreign corporate shareholder not entitled to treaty relief. Brandywine is required by applicable Treasury regulations to withhold 21% of any distribution that could be designated by us as a capital gains dividend. The amount is creditable against the non-U.S. Shareholder’s U.S. tax liability.

However, distributions attributable to gain from sales or exchanges by us of United States real property interests are treated as ordinary dividends (not subject to the 21% withholding tax under FIRPTA) if the distribution is made to a non-U.S. Shareholder with respect to any class of shares which is “regularly traded” on an established securities market located in the United States and if the non-U.S. Shareholder did not own more than 10% of such class of shares at any time during the taxable year. Such distributions will generally be subject to a 30% U.S. withholding tax

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(subject to reduction under applicable treaty) and a non-U.S. Shareholder will not be required to report the distribution on a U.S. tax return. In addition, the branch profits tax will not apply to such distributions. See “-Taxation of Non-U.S. Shareholders-Ordinary Dividends.”

Although the law is not clear on the matter, it appears that amounts we designate as undistributed capital gains in respect of the stock held by U.S. Shareholders generally should be treated with respect to non-U.S. Shareholders in the same manner as actual distributions by us of capital gain dividends. Under that approach, the non-U.S. Shareholders would be able to offset as a credit against their U.S. federal income tax liability resulting therefrom their proportionate share of the tax paid by us on the undistributed capital gains, and to receive from the IRS a refund to the extent that their proportionate share of this tax paid by us were to exceed their actual U.S. federal income tax liability. If we were to designate a portion of our net capital gain as undistributed capital gain, a non-U.S. Shareholder is urged to consult its tax advisor regarding the taxation of such undistributed capital gain.

Dividends Paid in Common Shares

We are allowed to satisfy the REIT distribution requirements with respect to certain taxable years by distributing a significant portion of our dividends in the form of common shares rather than cash. In the event that we pay a portion of a dividend in common shares, we may be required to withhold U.S. tax with respect to such dividend, including in respect of all or a portion of such dividend that is payable in common shares.

Dispositions of Our Shares

Unless our shares constitute a USRPI, gain recognized by a non-U.S. Shareholder upon a sale of shares generally will not be taxed under FIRPTA. Gain not subject to FIRPTA will nonetheless be taxable in the United States to a non-U.S. Shareholder if (1) investment in the shares is effectively connected with the non-U.S. Shareholder’s United States trade or business, in which case the non-U.S. Shareholder will be subject to the same treatment as U.S. Shareholders with respect to such gain or (2) the non-U.S. Shareholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s capital gains.

Our shares will not be treated as a USRPI if Brandywine is a “domestically controlled REIT” (also referred to in the applicable Treasury regulations as a “domestically controlled qualified investment entity”), defined generally as a REIT in which at all times during a specified testing period less than 50% in value of the shares of beneficial interest was held directly or indirectly by foreign persons. It is currently anticipated that we will be a “domestically controlled REIT,” and therefore the sale of shares by a non-U.S. Shareholder will not be subject to taxation under FIRPTA. However, because the shares may be traded, we cannot be sure that we will continue to be a “domestically controlled REIT.” Further, even if we are a domestically controlled REIT, pursuant to “wash sale” rules under FIRPTA, a non-U.S. Shareholder may incur tax under FIRPTA to the extent such non-U.S. Shareholder disposes of our shares within a certain period prior to a capital gain distribution and directly or indirectly (including through certain affiliates) reacquires our shares within certain prescribed periods.

However, a non-U.S. shareholder will not incur tax under FIRPTA on a sale of common or preferred shares if (1) our preferred shares or common shares are “regularly traded” on an established securities market within the meaning of applicable Treasury regulations and (2) the non-U.S. Shareholder did not actually, or constructively under specified attribution rules under the Code, own more than 10% of our preferred shares or common shares at any time during the shorter of the five-year period preceding the disposition or the holder’s holding period.

If gain on the sale of our shares is subject to taxation under FIRPTA, the non-U.S. Shareholder will be subject to the same treatment as a U.S. Shareholder with respect to such gain, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of non-resident alien individuals, and the purchaser of the shares could be required to withhold 15% (increased from 10% effective February 17, 2016) of the purchase price and remit such amount to the IRS.

Information Reporting and Backup Withholding Applicable to Non-U.S. Shareholders

We must report annually to the IRS and to each non-U.S. Shareholder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the

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information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. Shareholder resides under the provisions of an applicable income tax treaty.

Payments of dividends or of proceeds from the disposition of stock made to a non-U.S. Shareholder may be subject to information reporting and backup withholding unless such holder establishes an exemption, for example, by properly certifying its non-United States status on an IRS Form W-8BEN or W-8BEN-E or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that a non-U.S. Shareholder is a United States person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the shareholder’s income tax liability, provided the required information is furnished to the IRS.

Additional Withholding Requirements under “FATCA”

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), payments of dividends to a non-U.S. Shareholder will be subject to 30% withholding tax if the non-U.S. Shareholder fails to provide the withholding agent with documentation sufficient to show that it is compliant with the FATCA or otherwise exempt from withholding under FATCA. Generally, such documentation is provided on an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. If a dividend payment is both subject to withholding under FATCA and subject to withholding tax discussed above, the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Based upon proposed Treasury regulations, which may be relied upon by taxpayers until the final Treasury regulations are issued, FATCA withholding does not apply with respect to payments of gross proceeds. Non-U.S. Shareholders should consult their tax advisors to determine the applicability of this legislation in light of their individual circumstances.

State, Local and Foreign Tax Consequences

Brandywine, the Operating Partnership, the Subsidiary Partnerships and Brandywine’s shareholders may be subject to state, local and foreign taxation in various jurisdictions, including those in which it or they transact business or reside. The state, local and foreign tax treatment of Brandywine, the Operating Partnership, the Subsidiary Partnerships and Brandywine’s shareholders may not conform to the U.S. federal income tax consequences discussed above. Any foreign taxes incurred by us would not pass through to shareholders as a credit against their U.S. federal income tax liability. Prospective shareholders should consult their own tax advisors regarding the effect of state, local and foreign tax laws on an investment in our shares.

Legislative or Other Actions Affecting REITs

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. No assurance can be given as to whether, when, or in what form, the U.S. federal income tax laws applicable to us and our shareholders may be enacted. Changes to the U.S. federal tax laws and interpretations of U.S. federal tax laws could adversely affect an investment in our shares.

Taxation of Holders of Debt Securities

This section describes the material U.S. federal income tax consequences of owning the debt securities that Brandywine or the Operating Partnership may offer. This summary is for general information only and is not tax advice. The tax consequences of owning any particular issue of debt securities will be discussed in the applicable prospectus supplement.

As used herein, a “U.S. Holder” means a beneficial owner of our debt securities that is, for U.S. federal income tax purposes:

• a citizen or individual resident of the United States;

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• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (a) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

As used herein, a “non-U.S. Holder” means a beneficial owner of our debt securities that is not a “U.S. Holder,” and that is not a partnership (or other entity treated as a partnership for U.S. federal income tax purposes).

If a partnership holds debt securities, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding debt securities, you should consult your tax advisor.

Pursuant to the TCJA, for taxable years beginning after December 31, 2017 (and for taxable years beginning after December 31, 2018 for instruments issued with original issue discount (“OID”)), an accrual method taxpayer that reports revenues on an applicable financial statement generally must recognize income for U.S. federal income tax purposes no later than the taxable year in which such income is taken into account as revenue in an applicable financial statement of the taxpayer. To the extent this rule is inconsistent with the rules described in the subsequent discussion, this rule supersedes such discussion. Thus, this rule could potentially require such a taxpayer to recognize income for U.S. federal income tax purposes with respect to the debt securities prior to the time such income would be recognized pursuant to the rules described in the subsequent discussion. The Treasury Department released final Treasury regulations that exclude from this rule any item of gross income for which a taxpayer uses a special method of accounting required by certain sections of the Internal Revenue Code, including income subject to the timing rules for OID and de minimis OID, income under the contingent payment debt instrument rules, income under the variable rate debt instrument rules, and market discount (including de minimis market discount). The final Treasury regulations are generally applicable for tax years beginning on or after January 1, 2021. Taxpayers may choose to apply the final regulations, in their entirety and in a consistent manner, to tax years beginning after December 31, 2017, and before January 1, 2021. You should consult your tax advisors regarding the potential applicability of these rules to your investment in the debt securities.

Taxation of U.S. Holders

Interest

The stated interest on debt securities generally will be taxable to a U.S. Holder as ordinary income at the time that it is paid or accrued, in accordance with the U.S. Holder’s method of accounting for U.S. federal income tax purposes.

Original Issue Discount

If you own debt securities issued with OID, you will be subject to special tax accounting rules, as described in greater detail below. In that case, you should be aware that you generally must include OID in gross income (as ordinary income) in advance of the receipt of cash attributable to that income, regardless of your method of accounting for U.S. federal income tax purposes. However, you generally will not be required to include separately in income cash payments received on the debt securities, even if denominated as interest, to the extent those payments do not constitute “qualified stated interest,” as defined below. If we determine that a particular debt security will be an OID debt security, we will disclose that determination in the prospectus supplement relating to those debt securities.

A debt security with an “issue price” that is less than the “stated redemption price at maturity” (generally the sum of all payments to be made on the debt security other than “qualified stated interest”) generally will be issued with OID in an amount equal to that difference if that difference is at least 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity of the debt security. The “issue price” of each debt security in a particular offering generally will be the first price at which a substantial amount of that particular offering is sold to the public. The term “qualified stated interest” means stated interest that is unconditionally payable in cash or in property, other than debt instruments of the issuer, and the interest to be paid meets all of the following conditions:

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• it is payable at least once per year;

• it is payable over the entire term of the debt security; and

• it is payable at a single fixed rate or, subject to certain conditions, based on one or more interest indices.

If we determine that particular debt securities of a series will bear interest that is not qualified stated interest, we will disclose that determination in the prospectus supplement relating to those debt securities.

If you own a debt security issued with “de minimis” OID, which is discount that is not OID because it is less than 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity of the debt security, you generally must include the de minimis OID in income at the time principal payments on the debt securities are made in proportion to the amount paid. Any amount of de minimis OID that you have included in income will be treated as capital gain.

Certain of the debt securities may contain provisions permitting them to be redeemed prior to their stated maturity at our option and/or at your option. OID debt securities containing those features may be subject to rules that differ from the general rules discussed herein. If you are considering the purchase of OID debt securities with those features, you should carefully examine the applicable prospectus supplement and should consult your own tax advisor with respect to those features because the tax consequences to you with respect to OID will depend, in part, on the particular terms and features of the debt securities.

If you own OID debt securities with a maturity upon issuance of more than one year you generally must include OID in income in advance of the receipt of some or all of the related cash payments using the “constant yield method” described in the following paragraphs. This method takes into account the compounding of interest. If you own OID debt securities with a maturity upon issuance of more than five years, certain rules that apply to applicable high yield discount obligations may apply to the debt securities, in which case you should carefully examine the applicable prospectus and should consult your own tax advisor regarding the U.S. federal income tax consequences to you of holding and disposing of those debt securities.

The amount of OID that you must include in income if you are the initial holder of an OID debt security is the sum of the “daily portions” of OID with respect to the debt security for each day during the taxable year or portion of the taxable year in which you held that debt security (“accrued OID”). The daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID allocable to that accrual period. The “accrual period” for an OID debt security may be of any length and may vary in length over the term of the debt security, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs on the first day or the final day of an accrual period. The amount of OID allocable to any accrual period is an amount equal to the excess, if any, of:

• the debt security’s “adjusted issue price” at the beginning of the accrual period multiplied by its yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period, over

• the aggregate of all qualified stated interest allocable to the accrual period.

OID allocable to a final accrual period is the difference between the amount payable at maturity, other than a payment of qualified stated interest, and the adjusted issue price at the beginning of the final accrual period. Special rules will apply for calculating OID for an initial short accrual period. The “adjusted issue price” of a debt security at the beginning of any accrual period is equal to its issue price increased by the accrued OID for each prior accrual period, determined without regard to the amortization of any acquisition or bond premium, as described below, and reduced by any payments made on the debt security (other than qualified stated interest) on or before the first day of the accrual period. Under these rules, you will generally have to include in income increasingly greater amounts of OID in successive accrual periods. We are required to provide information returns stating the amount of OID accrued on debt securities held by persons of record other than corporations and other exempt holders.

Floating rate debt securities are subject to special OID rules. In the case of an OID debt security that is a floating rate debt security, both the “yield to maturity” and “qualified stated interest” will be determined solely for purposes of calculating the accrual of OID as though the debt security will bear interest in all periods at a fixed rate generally equal to the rate that would be applicable to interest payments on the debt security on its date of issue or, in the case

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of certain floating rate debt securities, the rate that reflects the yield to maturity that is reasonably expected for the debt security. Additional rules may apply if either:

• the interest on a floating rate debt security is based on more than one interest index; or

• the principal amount of the debt security is indexed in any manner.

This discussion does not address the tax rules applicable to debt securities with an indexed principal amount. If you are considering the purchase of floating rate OID debt securities or securities with indexed principal amounts, you should carefully examine the prospectus supplement relating to those debt securities, and you should consult your own tax advisor regarding the U.S. federal income tax consequences to you of holding and disposing of those debt securities.

You may elect to treat all interest on any debt securities as OID and calculate the amount includible in gross income under the constant yield method described above. For purposes of this election, interest includes stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium. You must make this election for the taxable year in which you acquired the debt security, and you may not revoke the election without the consent of the IRS. You should consult with your own tax advisor about this election.

Market Discount

If you purchase debt securities, other than OID debt securities, for an amount that is less than their stated redemption price at maturity, or, in the case of OID debt securities, their adjusted issue price, the amount of the difference will be treated as “market discount” for U.S. federal income tax purposes, unless that difference is less than a specified de minimis amount. Under the market discount rules, you will be required to treat any principal payment on, or any gain on the sale, exchange, retirement, redemption or other disposition of, the debt securities as ordinary income to the extent of the market discount that you have not previously included in income and are treated as having accrued on the debt securities at the time of their payment or disposition. In addition, you may be required to defer, until the maturity of the debt securities or their earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the debt securities. You may elect, on a debt security-by-debt security basis, to deduct the deferred interest expense in a tax year prior to the year of disposition. You should consult your own tax advisor before making this election. Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the debt securities, unless you elect to accrue on a constant interest method. You may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will not apply. Your election to include market discount in income currently, once made, applies to all market discount obligations acquired by you on or after the first taxable year to which your election applies and may not be revoked without the consent of the IRS. You should consult your own tax advisor before making this election.

Acquisition Premium and Amortizable Bond Premium

If you purchase OID debt securities for an amount that is greater than their adjusted issue price but equal to or less than the sum of all amounts payable on the debt securities after the purchase date other than payments of qualified stated interest, you will be considered to have purchased those debt securities at an “acquisition premium.” Under the acquisition premium rules, the amount of OID that you must include in gross income with respect to those debt securities for any taxable year will be reduced by the portion of the acquisition premium properly allocable to that year.

If you purchase debt securities (including OID debt securities) for an amount in excess of the sum of all amounts payable on those debt securities after the purchase date other than qualified stated interest, you will be considered to have purchased those debt securities at a “premium” and, if they are OID debt securities, you will not be required to include any OID in income. You generally may elect to amortize the premium over the remaining term of those debt securities on a constant yield method as an offset to interest when includible in income under your regular accounting method. In the case of debt securities that provide for alternative payment schedules, bond premium is calculated by assuming that (a) you will exercise or not exercise options in a manner that maximizes your yield and (b) we will exercise or not exercise options in a manner that minimizes your yield (except that we will be assumed to exercise call options in a manner that maximizes your yield). If you do not elect to amortize bond premium, that

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premium will decrease the gain or increase the loss you would otherwise recognize on disposition of the debt security. Your election to amortize premium on a constant yield method will also apply to all taxable debt obligations held or subsequently acquired by you on or after the first day of the first taxable year to which the election applies. You may not revoke the election without the consent of the IRS. You should consult your own tax advisor before making this election.

Sale, Exchange, Retirement, Redemption or other Taxable Disposition of Debt Securities

A U.S. Holder of debt securities will recognize gain or loss upon the sale, exchange, retirement, redemption or other taxable disposition of such debt securities in an amount equal to the difference between:

• the amount of cash and the fair market value of other property received in exchange for such debt securities, other than amounts attributable to accrued but unpaid qualified stated interest, which will be subject to tax as ordinary income to the extent not previously included in income; and

• the U.S. Holder’s adjusted tax basis in such debt securities.

A U.S. Holder’s adjusted tax basis in a debt security generally will equal the cost of the debt security to such holder (A) increased by the amount of OID or accrued market discount (if any) previously included in income by such holder and (B) decreased by (i) the amount of any payments other than qualified stated interest payments and (ii) any amortizable bond premium taken by such holder.

Any gain or loss recognized will generally be capital gain or loss, and such capital gain or loss will generally be long-term capital gain or loss if the debt security has been held by the U.S. Holder for more than one year. Long-term capital gain for non-corporate taxpayers is subject to reduced rates of U.S. federal income taxation (currently, a 20% maximum federal rate but see the discussion above “Taxation of Shareholders-Taxation of Taxable U.S. Shareholders-Tax Rates Applicable to Individual Shareholders under the TCJA”). The deductibility of capital losses is subject to certain limitations.

Medicare Tax on Investment Income

Certain U.S. Holders who are individuals, estates or trusts and whose income exceeds certain thresholds must pay a 3.8% Medicare tax on "net investment income" which includes, among other things, dividends on shares, interest on debt securities and capital gains from the sale or other disposition of shares or debt securities, subject to certain exceptions. Prospective investors should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of our debt securities.

Taxation of Tax-Exempt Holders of Debt Securities

Interest income accrued on the debt securities should not constitute unrelated business taxable income to a tax-exempt holder. As a result, a tax-exempt holder generally should not be subject to U.S. federal income tax on the interest income accruing on our debt securities. Similarly, any gain recognized by the tax-exempt holder in connection with a sale or other disposition of a debt security generally should not be unrelated business taxable income. However, if a tax-exempt holder were to finance its acquisition of the debt security with debt, a portion of the interest income and gain attributable to the debt security would constitute unrelated business taxable income pursuant to the “debt-financed property” rules. Tax-exempt holders should consult their own tax advisors to determine the potential tax consequences of an investment in our debt securities.

Taxation of Non-U.S. Holders of Debt Securities

The rules governing the U.S. federal income taxation of a non-U.S. Holder are complex and no attempt will be made herein to provide more than a summary of such rules. Non-U.S. Holders should consult their tax advisors to determine the effect of U.S. federal, state, local and foreign tax laws, as well as tax treaties, with regard to an investment in the debt securities.

Interest

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Subject to the discussions of backup withholding and “FATCA” below, interest (including OID) paid on debt securities to a non-U.S. Holder will not be subject to U.S. federal withholding tax under the “portfolio interest exemption,” provided that:

• interest paid on debt securities is not effectively connected with a non-U.S. Holder’s conduct of a trade or business in the United States;

• the non-U.S. Holder does not actually or constructively own 10% or more of the capital or profits interest in the Operating Partnership (in the case of debt issued by the Operating Partnership), or 10% or more of the total combined voting power of all classes of stock of Brandywine entitled to vote (in the case of debt issued by Brandywine);

• the non-U.S. Holder is not

• a controlled foreign corporation that is related to the Operating Partnership or Brandywine, as applicable, or

• a bank that receives such interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;

• the beneficial owner of debt securities provides a certification, which is generally made on an IRS Form W-8BEN or W-8BEN-E, as applicable, or a suitable substitute form and signed under penalties of perjury, that it is not a United States person; and

• the applicable withholding agent does not have actual knowledge or reason to know that the beneficial owner of the debt securities is a United States person.

A payment of interest (including OID) to a non-U.S. Holder that does not qualify for the portfolio interest exemption and that is not effectively connected to a United States trade or business will be subject to U.S. federal withholding tax at a rate of 30%, unless a United States income tax treaty applies to reduce or eliminate withholding.

A non-U.S. Holder will generally be subject to tax in the same manner as a U.S. Holder with respect to payments of interest (including OID) if such payments are effectively connected with the conduct of a trade or business of the non-U.S. Holder in the United States and, if an applicable tax treaty so requires, such interest is attributable to a United States permanent establishment maintained by the non-U.S. Holder. In some circumstances, such effectively connected income received by a non-U.S. Holder that is a corporation may be subject to an additional “branch profits tax” at a 30% base rate or, if applicable, a lower treaty rate.

To claim the benefit of a lower treaty rate or to claim exemption from withholding because the income is effectively connected with a United States trade or business, the non-U.S. Holder must provide a properly executed IRS Form W-8BEN or W-8BEN-E (in the case of a treaty), IRS Form W-8ECI (in the case of effectively connected income) or a suitable substitute form, as applicable, prior to the payment of interest. Such certificate must contain, among other information, the name and address of the non-U.S. Holder, as well as applicable U.S. and foreign tax identification numbers.

Non-U.S. Holders are urged to consult their own tax advisors regarding applicable income tax treaties, which may provide different rules.

Sale, Exchange, Retirement, Redemption or other Taxable Disposition of Debt Securities

Subject to the discussions of backup withholding and “FATCA” below, a non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on gain recognized on the sale, exchange, retirement, redemption or other taxable disposition of debt securities unless:

•the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met; or

•the gain is effectively connected with the conduct of a trade or business of the non-U.S. Holder in the United States and, if an applicable tax treaty so requires, such gain is attributable to a United States permanent establishment maintained by such non-U.S. Holder.

A non-U.S. Holder will generally be subject to tax in the same manner as a U.S. Holder with respect to gain recognized on the sale, exchange, retirement, redemption or other taxable disposition of debt securities if such gain is effectively connected with the conduct of a trade or business of the non-U.S. Holder in the United States and, if an applicable tax treaty so requires, such gain is attributable to a United States permanent establishment maintained by

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the non-U.S. Holder. In certain circumstances, a non-U.S. Holder that is a corporation may be subject to an additional “branch profits tax” at a 30% rate or, if applicable, a lower treaty rate on such income.

U.S. Federal Estate Tax

If you are an individual, your estate will not be subject to U.S. federal estate tax on the debt securities beneficially owned by you at the time of your death, provided that any payment to you on the debt securities, including OID, would be eligible for exemption from the 30% U.S. federal withholding tax under the “portfolio interest exemption” described above, without regard to the certification requirement.

Information Reporting and Backup Withholding Applicable to Holders of Debt Securities

U.S. Holders

Certain U.S. Holders may be subject to information reporting requirements on payments of interest (including OID) on debt securities and payments of the proceeds of the sale, exchange, retirement, redemption or other taxable disposition of debt securities, and backup withholding, currently imposed at a rate of 24%, may apply to such payments if the U.S. Holder:

• fails to furnish an accurate taxpayer identification number, or TIN, to the payor in the manner required;

• is notified by the IRS that it has failed to properly report payments of interest or dividends; or

• under certain circumstances, fails to certify, under penalties of perjury, that it has furnished a correct TIN and that it has not been notified by the IRS that it is subject to backup withholding.

Non-U.S. Holders

A non-U.S. Holder is generally not subject to backup withholding with respect to payments of interest (including OID) on debt securities if it certifies as to its status as a non-U.S. Holder under penalties of perjury or if it otherwise establishes an exemption, provided that the applicable withholding agent does not have actual knowledge or reason to know that the non-U.S. Holder is a United States person or that the conditions of any other exemptions are not, in fact, satisfied. Information reporting requirements, however, will generally apply to payments of interest (including OID) to non-U.S. Holders. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-U.S. Holder resides.

The payment of the proceeds from the disposition of debt securities to or through the United States office of any broker, United States or foreign, will be subject to information reporting and possible backup withholding unless the non-U.S. Holder certifies as to its non-United States status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge or reason to know that the non-U.S. Holder is a United States person or that the conditions of any other exemption are not, in fact, satisfied.

The payment of the proceeds from the disposition of debt securities to or through a non-United States office of a non-United States broker that is not a “United States related person” generally will not be subject to information reporting or backup withholding. For this purpose, a “United States related person” includes:

• a controlled foreign corporation for U.S. federal income tax purposes;

• a foreign person 50% or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment, or for such part of the period that the broker has been in existence, is derived from activities that are effectively connected with the conduct of a United States trade or business; or

• a foreign partnership that at any time during the partnership’s taxable year is either engaged in the conduct of a trade or business in the United States or of which 50% or more of its income or capital interests are held by United States persons.

In the case of the payment of proceeds from the disposition of debt securities to or through a non-United States office of a broker that is either a United States person or a United States related person, the payment may be subject to information reporting unless the broker has documentary evidence in its files that the owner is a non-U.S. Holder and the broker has no knowledge or reason to know to the contrary. Backup withholding will not apply to payments

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made through foreign offices of a broker that is a United States person or a United States related person, absent actual knowledge that the payee is a United States person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a holder will be allowed as a refund or a credit against such holder’s U.S. federal income tax liability, provided that the requisite procedures are followed.

Holders of debt securities are urged to consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption, if applicable.

Additional Withholding Requirements under “FATCA”

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), payments of interest (including OID) to a non-U.S. Holder may be subject to 30% withholding tax if the non-U.S. Holder fails to provide the withholding agent with documentation sufficient to show that it is compliant with the FATCA. Generally, such documentation is provided on an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. If interest is subject to 30% tax under FATCA, it will not be subject to the 30% tax described above under “-Taxation of Non-U.S. Holders of Debt Securities-Interest.” Based upon proposed Treasury regulations, which may be relied upon by taxpayers until the final Treasury regulations are issued, FATCA withholding does not apply with respect to payments of gross proceeds from the disposition of U.S. stock or securities. Non-U.S. Holders should consult their tax advisors to determine the applicability of this legislation in light of their individual circumstances, including the possible application of an intergovernmental agreement between the United States and their country of residence that might provide for different rules.

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XML

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2022	Feb. 14, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity Registrant Name	Brandywine Realty Trust
Entity Incorporation, State or Country Code	MD
Entity File Number	001-9106
Entity Tax Identification Number	23-2413352
Entity Address, Address Line One	2929 Arch Street
Entity Address, Address Line Two	Suite 1800
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19104
City Area Code	610
Local Phone Number	325-5600
Title of 12(b) Security	Common Shares of Beneficial Interest
Trading Symbol	BDN
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 1,608,700,263
Entity Common Stock, Shares Outstanding		171,727,703
Documents Incorporated by Reference	Portions of the proxy statement for the 2023 Annual Meeting of Shareholders of Brandywine Realty Trust are incorporated by reference into Part III of this Form 10-K.
Entity Central Index Key	0000790816
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Document Information [Line Items]
Entity Registrant Name	Brandywine Operating Partnership, L.P.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-24407
Entity Tax Identification Number	23-2862640
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Central Index Key	0001060386

XML

Audit Information	12 Months Ended
	Dec. 31, 2022
Auditor Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Philadelphia, Pennsylvania
Auditor Firm ID	238

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Real estate investments:
Operating properties	$ 3,617,240	$ 3,472,602
Accumulated depreciation	(1,063,060)	(957,450)
Right of use asset - operating leases, net	19,664	20,313
Operating real estate investments, net	2,573,844	2,535,465
Construction-in-progress	218,869	277,237
Land held for development	76,499	114,604
Prepaid leasehold interests in land held for development, net	35,576	27,762
Total real estate investments, net	2,904,788	2,955,068
Assets held for sale, net	0	562
Cash and cash equivalents	17,551	27,463
Accounts receivable	11,003	11,875
Accrued rent receivable, net of allowance of $3,947 and $4,133 as of December 31, 2022 and December 31, 2021, respectively	179,771	167,210
Investment in unconsolidated real estate ventures	567,635	435,506
Deferred costs, net	96,639	86,862
Intangible assets, net	18,451	28,556
Other assets	78,667	133,094
Total assets	3,874,505	3,846,196
LIABILITIES AND BENEFICIARIES' EQUITY
Unsecured credit facility	88,500	23,000
Unsecured term loan, net	248,168	249,608
Unsecured senior notes, net	1,628,370	1,580,978
Accounts payable and accrued expenses	132,440	150,151
Distributions payable	32,792	32,765
Deferred income, gains and rent	25,082	23,849
Intangible liabilities, net	10,322	12,981
Lease liability - operating leases	23,166	22,962
Other liabilities	52,331	48,683
Total liabilities	2,241,171	2,144,977
Commitments and contingencies (See Note 20)
Brandywine Realty Trust's Equity:
Common Shares of Brandywine Realty Trust's beneficial interest, $0.01 par value; shares authorized 400,000,000; 171,569,807 and 171,126,257 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	1,716	1,712
Additional paid-in-capital	3,153,229	3,146,786
Deferred compensation payable in common shares	19,601	18,491
Common shares in grantor trust, 1,179,643 and 1,169,703 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	(19,601)	(18,491)
Cumulative earnings	1,176,195	1,122,372
Accumulated other comprehensive income (loss)	3,897	(2,020)
Cumulative distributions	(2,709,405)	(2,578,583)
Total Brandywine Realty Trust's equity	1,625,632	1,690,267
Noncontrolling interests	7,702	10,952
Total beneficiaries' equity	1,633,334	1,701,219
Total liabilities and partners' equity	$ 3,874,505	$ 3,846,196

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accrued rent receivable, allowance	$ 3,947	$ 4,133
Common stock, par or stated value per share (in usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common shares in grantor trust, issued and outstanding (in shares)	1,179,643	1,169,703

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue
Total revenue	$ 506,100	$ 486,819	$ 534,852
Operating expenses
Property operating expenses	130,209	121,890	132,172
Real estate taxes	53,645	53,621	63,032
Third party management expenses	10,547	12,800	10,252
Depreciation and amortization	177,984	178,105	188,283
General and administrative expenses	35,006	30,153	30,288
Provision for impairment	4,663	0	0
Total operating expenses	412,054	396,569	424,027
Gain on sale of real estate
Net gain on disposition of real estate	17,677	142	289,461
Net gain on sale of undepreciated real estate	8,007	2,903	201
Total gain on sale of real estate	25,684	3,045	289,662
Operating income	119,730	93,295	400,487
Other income (expense):
Interest and investment income	1,905	8,295	1,939
Interest expense	(68,764)	(62,617)	(73,911)
Interest expense - amortization of deferred financing costs	(3,091)	(2,836)	(2,904)
Equity in loss of unconsolidated real estate ventures	(22,016)	(26,697)	(18,584)
Net gain on real estate venture transactions	26,718	2,973	75
Loss on early extinguishment of debt	(435)	0	0
Net income before income taxes	54,047	12,413	307,102
Income tax (provision) benefit	(55)	(47)	224
Net income	53,992	12,366	307,326
Net income attributable to noncontrolling interests	(168)	(77)	(1,799)
Net income attributable to Brandywine Realty Trust	53,824	12,289	305,527
Nonforfeitable dividends allocated to unvested restricted shareholders	(456)	(421)	(410)
Net income attributable to Common Shareholders, Basic	$ 53,368	$ 11,868	$ 305,117
Basic income per Common Share (in dollars per shares)	$ 0.31	$ 0.07	$ 1.77
Diluted income per Common Share (in dollars per share)	$ 0.31	$ 0.07	$ 1.77
Basic weighted average shares outstanding (in shares)	171,491,369	170,878,185	171,926,079
Diluted weighted average shares outstanding (in shares)	172,325,646	172,273,240	172,317,076
Rents
Revenue
Total revenue	$ 470,851	$ 451,519	$ 513,504
Third party management fees, labor reimbursement and leasing
Revenue
Total revenue	24,132	26,444	18,580
Other
Revenue
Total revenue	$ 11,117	$ 8,856	$ 2,768

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income		$ 53,992	$ 12,366	$ 307,326
Comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments		5,371	4,817	(5,972)
Amortization of interest rate contracts	[1]	564	752	752
Total comprehensive income (loss)		5,935	5,569	(5,220)
Comprehensive income		59,927	17,935	302,106
Comprehensive income attributable to noncontrolling interest		(186)	(105)	(1,770)
Comprehensive income attributable to Brandywine Realty Trust		$ 59,741	$ 17,830	$ 300,336

[1] Amounts reclassified from comprehensive income to interest expense within the Consolidated Statements of Operations.

XML

CONSOLIDATED STATEMENTS OF BENEFICIARIES’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Deferred Compensation Payable in Common Shares	Additional Paid-in Capital	Common Shares in Grantor Trust	Cumulative Earnings	Accumulated Other Comprehensive Income (Loss)	Cumulative Distributions	Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2019		176,480,095	1,105,542
Beneficiaries' Equity, beginning balance at Dec. 31, 2019	$ 1,688,303	$ 1,766	$ 16,216	$ 3,192,158	$ (16,216)	$ 804,556	$ (2,370)	$ (2,318,233)	$ 10,426
Parent Company
Net income	307,326					305,527			1,799
Other comprehensive income (loss)	$ (5,220)						(5,191)		(29)
Repurchase and retirement of Common Shares of Beneficial Interest (in shares)	(6,248,483)	(6,248,483)
Repurchase and retirement of Common Shares of Beneficial Interest	$ (59,999)	$ (62)		(59,937)
Sale of partnership interest to consolidated real estate venture	(1,017)								(1,017)
Distributions from consolidated real estate venture	(22)								(22)
Share-based compensation activity (in shares)		309,096	50,967
Share-based compensation activity	6,236	$ 3		6,233
Share Issuance from/(to) Deferred Compensation Plan (in shares)		32,256	3,985
Share Issuance from/(to) Deferred Compensation Plan	(206)		$ 1,300	(206)	(1,300)
Reallocation of Noncontrolling Interest	0			(96)					96
Distributions declared	(130,753)							(130,005)	(748)
Ending balance (in shares) at Dec. 31, 2020		170,572,964	1,160,494
Beneficiaries' Equity, ending balance at Dec. 31, 2020	1,804,648	$ 1,707	$ 17,516	3,138,152	(17,516)	1,110,083	(7,561)	(2,448,238)	10,505
Parent Company
Net income	12,366					12,289			77
Other comprehensive income (loss)	5,569						5,541		28
Issuance of Common Shares of Beneficial Interest (in shares)		226,695
Issuance of Common Shares of Beneficial Interest	$ 3,052	$ 3		3,049
Repurchase and retirement of Common Shares of Beneficial Interest (in shares)	0
Issuance of partnership interest in consolidated real estate venture	$ 2,765								2,765
Redemption of LP Units	(2,334)								(2,334)
Share-based compensation activity (in shares)		344,656	70,645
Share-based compensation activity	6,354	$ 2		6,352
Share Issuance from/(to) Deferred Compensation Plan (in shares)		(18,058)	(61,436)
Share Issuance from/(to) Deferred Compensation Plan	(198)		$ 975	(198)	(975)
Reallocation of Noncontrolling Interest	0			(569)					569
Distributions declared	(131,003)							(130,345)	(658)
Ending balance (in shares) at Dec. 31, 2021		171,126,257	1,169,703
Beneficiaries' Equity, ending balance at Dec. 31, 2021	1,701,219	$ 1,712	$ 18,491	3,146,786	(18,491)	1,122,372	(2,020)	(2,578,583)	10,952
Parent Company
Net income	53,992					53,824			168
Other comprehensive income (loss)	$ 5,935						5,917		18
Repurchase and retirement of Common Shares of Beneficial Interest (in shares)	0
Redemption of LP Units	$ (4,006)								(4,006)
Share-based compensation activity (in shares)		469,529	85,384
Share-based compensation activity	7,718	$ 4		7,714
Share Issuance from/(to) Deferred Compensation Plan (in shares)		(25,979)	(75,444)
Share Issuance from/(to) Deferred Compensation Plan	(312)		$ 1,110	(312)	(1,110)
Reallocation of Noncontrolling Interest	(1)			(959)		(1)			959
Distributions declared	(131,211)							(130,822)	(389)
Ending balance (in shares) at Dec. 31, 2022		171,569,807	1,179,643
Beneficiaries' Equity, ending balance at Dec. 31, 2022	$ 1,633,334	$ 1,716	$ 19,601	$ 3,153,229	$ (19,601)	$ 1,176,195	$ 3,897	$ (2,709,405)	$ 7,702

XML

CONSOLIDATED STATEMENTS OF BENEFICIARIES’ EQUITY (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]
Distributions declared per Common Share (in dollars per share)	$ 0.76	$ 0.76	$ 0.76

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net income	$ 53,992	$ 12,366	$ 307,326
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	177,984	178,105	188,283
Amortization of deferred financing costs	3,091	2,836	2,904
Amortization of debt discount/(premium), net	(5,254)	(1,951)	(568)
Amortization of stock compensation costs	8,939	7,130	6,627
Straight-line rent income	(13,631)	(13,485)	(14,743)
Amortization of acquired above (below) market leases, net	(2,581)	(5,377)	(4,867)
Straight-line ground rent expense	814	918	1,455
Provision for doubtful accounts	0	0	1,049
Net gain on real estate venture transactions	(26,718)	(2,973)	(75)
Total gain on sale of real estate	(25,684)	(3,045)	(289,662)
Loss on early extinguishment of debt	435	0	0
Provision for impairment	4,663	0	0
Loss from unconsolidated real estate ventures, including income distributions	23,522	26,697	18,584
Income tax provision (benefit)	55	47	(224)
Changes in assets and liabilities:
Accounts receivable	1,328	2,506	(2,031)
Other assets	(1,120)	(19,325)	(5,034)
Accounts payable and accrued expenses	5,405	2,974	14,374
Deferred income, gains and rent	1,567	2,986	(12,149)
Other liabilities	2,500	465	14,557
Net cash provided by operating activities	209,307	190,874	225,806
Cash flows from investing activities:
Acquisition of properties	(3,446)	0	(41,950)
Proceeds from the sale of properties	64,210	10,303	278,114
Proceeds from insurance	0	1,250	0
Proceeds from note receivable	44,300	50,000	0
Issuance of note receivable	0	0	(50,000)
Capital expenditures for tenant improvements	(86,774)	(56,830)	(73,166)
Capital expenditures for redevelopments	(87,223)	(48,022)	(21,664)
Capital expenditures for developments	(89,017)	(30,269)	(65,420)
Advances for the purchase of tenant assets, net of repayments	(447)	270	1,488
Investment in unconsolidated real estate ventures	(47,428)	(31,643)	(719)
Deposits for real estate	(4,900)	(2,550)	0
Capital distributions from unconsolidated real estate ventures	46,898	27,028	9,001
Leasing costs paid	(26,762)	(19,852)	(17,394)
Net cash provided by (used in) investing activities	(190,589)	(100,315)	18,290
Cash flows from financing activities:
Repayments of mortgage notes payable	0	0	(94,993)
Proceeds from credit facility borrowings	478,000	154,000	318,000
Repayments of credit facility borrowings	(412,500)	(131,000)	(318,000)
Proceeds from unsecured notes	350,000	0	0
Repayments of unsecured notes	(296,134)	0	0
Debt financing costs paid	(9,875)	0	0
Exercise of stock options, net	0	(63)	47
Shares used for employee taxes upon vesting of share awards	(2,941)	(1,762)	(1,346)
Partner contributions to consolidated real estate venture	0	2,765	0
Repurchase and retirement of common shares	0	0	(60,000)
Redemption of limited partnership units	(4,006)	(2,334)	0
Distributions paid to shareholders	(130,724)	(130,255)	(131,150)
Distributions to noncontrolling interest	(451)	(687)	(747)
Net cash used in financing activities	(28,631)	(109,336)	(288,189)
Decrease in cash and cash equivalents and restricted cash	(9,913)	(18,777)	(44,093)
Cash and cash equivalents and restricted cash at beginning of year	28,300	47,077	91,170
Cash and cash equivalents and restricted cash at end of period	18,387	28,300	47,077
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period	27,463	46,344	90,499
Restricted cash, beginning of period	837	733	671
Cash and cash equivalents, end of period	17,551	27,463	46,344
Restricted cash, end of period	836	837	733
Cash and cash equivalents and restricted cash	18,387	28,300	47,077
Supplemental disclosure:
Cash paid for interest, net of capitalized interest during the years ended December 31, 2022, 2021 and 2020 of $10,517, $8,689 and $4,650 respectively	85,761	72,391	79,498
Cash paid for income taxes	902	785	688
Supplemental disclosure of non-cash activity:
Dividends and distributions declared but not paid	32,792	32,765	32,706
Extinguishment of debt costs accrued in financing activities	393	0	0
Change in investment in real estate ventures as a result of deconsolidation	107,057	32,761	0
Change in operating real estate from deconsolidation of operating properties	(92,009)	(30,073)	427,710
Change in investment in real estate ventures from deconsolidation of operating properties	0	0	(296,262)
Change in mortgage notes payable from deconsolidation of operating properties	0	0	(220,271)
Change in other assets as a result of deconsolidation of operating properties	(15,048)	(2,688)	1,471
Change in capital expenditures financed through accounts payable at period end	(6,135)	22,744	(9,949)
Change in capital expenditures financed through retention payable at period end	$ (7,165)	$ (613)	$ 284

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Supplemental disclosure:
Capitalized interest	$ 10,517	$ 8,689	$ 4,650

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CONSOLIDATED BALANCE SHEETS - BRANDYWINE OPERATING PARTNERSHIP, L.P. - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Real estate investments:
Operating properties	$ 3,617,240	$ 3,472,602
Accumulated depreciation	(1,063,060)	(957,450)
Right of use asset - operating leases, net	19,664	20,313
Operating real estate investments, net	2,573,844	2,535,465
Construction-in-progress	218,869	277,237
Land held for development	76,499	114,604
Prepaid leasehold interests in land held for development, net	35,576	27,762
Total real estate investments, net	2,904,788	2,955,068
Assets held for sale, net	0	562
Cash and cash equivalents	17,551	27,463
Accounts receivable	11,003	11,875
Accrued rent receivable, net of allowance of $3,947 and $4,133 as of December 31, 2022 and December 31, 2021, respectively	179,771	167,210
Investment in unconsolidated real estate ventures	567,635	435,506
Deferred costs, net	96,639	86,862
Intangible assets, net	18,451	28,556
Other assets	78,667	133,094
Total assets	3,874,505	3,846,196
LIABILITIES AND BENEFICIARIES' EQUITY
Unsecured credit facility	88,500	23,000
Unsecured term loan, net	248,168	249,608
Unsecured senior notes, net	1,628,370	1,580,978
Accounts payable and accrued expenses	132,440	150,151
Distributions payable	32,792	32,765
Deferred income, gains and rent	25,082	23,849
Intangible liabilities, net	10,322	12,981
Lease liability - operating leases	23,166	22,962
Other liabilities	52,331	48,683
Total liabilities	2,241,171	2,144,977
Commitments and contingencies (See Note 20)
Brandywine Operating Partnership, L.P.'s equity:
Accumulated other comprehensive income (loss)	3,897	(2,020)
Total liabilities and partners' equity	3,874,505	3,846,196
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Real estate investments:
Operating properties	3,617,240	3,472,602
Accumulated depreciation	(1,063,060)	(957,450)
Right of use asset - operating leases, net	19,664	20,313
Operating real estate investments, net	2,573,844	2,535,465
Construction-in-progress	218,869	277,237
Land held for development	76,499	114,604
Prepaid leasehold interests in land held for development, net	35,576	27,762
Total real estate investments, net	2,904,788	2,955,068
Assets held for sale, net	0	562
Cash and cash equivalents	17,551	27,463
Accounts receivable	11,003	11,875
Accrued rent receivable, net of allowance of $3,947 and $4,133 as of December 31, 2022 and December 31, 2021, respectively	179,771	167,210
Investment in unconsolidated real estate ventures	567,635	435,506
Deferred costs, net	96,639	86,862
Intangible assets, net	18,451	28,556
Other assets	78,667	133,094
Total assets	3,874,505	3,846,196
LIABILITIES AND BENEFICIARIES' EQUITY
Unsecured credit facility	88,500	23,000
Unsecured term loan, net	248,168	249,608
Unsecured senior notes, net	1,628,370	1,580,978
Accounts payable and accrued expenses	132,440	150,151
Distributions payable	32,792	32,765
Deferred income, gains and rent	25,082	23,849
Intangible liabilities, net	10,322	12,981
Lease liability - operating leases	23,166	22,962
Other liabilities	52,331	48,683
Total liabilities	2,241,171	2,144,977
Commitments and contingencies (See Note 20)
Redeemable limited partnership units at redemption value; 516,467 and 823,983 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	3,195	11,140
Brandywine Operating Partnership, L.P.'s equity:
General Partnership Capital; 171,569,807 and 171,126,257 units issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	1,623,738	1,689,611
Accumulated other comprehensive income (loss)	3,569	(2,366)
Total Brandywine Operating Partnership, L.P.'s equity	1,627,307	1,687,245
Noncontrolling interest - consolidated real estate ventures	2,832	2,834
Total partners' equity	1,630,139	1,690,079
Total liabilities and partners' equity	$ 3,874,505	$ 3,846,196

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CONSOLIDATED BALANCE SHEETS - BRANDYWINE OPERATING PARTNERSHIP, L.P. (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued rent receivable, allowance	$ 3,947	$ 4,133
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Accrued rent receivable, allowance	$ 3,947	$ 4,133
Common stock, shares, issued (in shares)	171,569,807	171,126,257
Common stock, shares, outstanding (in shares)	171,569,807	171,126,257
BRANDYWINE OPERATING PARTNERSHIP, L.P. | Class A Units
Redeemable limited partnership units issued (in units)	516,467	823,983
Redeemable limited partnership units outstanding (in units)	516,467	823,983

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CONSOLIDATED STATEMENTS OF OPERATIONS - BRANDYWINE OPERATING PARTNERSHIP, L.P. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue
Total revenue	$ 506,100	$ 486,819	$ 534,852
Operating expenses
Property operating expenses	130,209	121,890	132,172
Real estate taxes	53,645	53,621	63,032
Third party management expenses	10,547	12,800	10,252
Depreciation and amortization	177,984	178,105	188,283
General and administrative expenses	35,006	30,153	30,288
Provision for impairment	4,663	0	0
Total operating expenses	412,054	396,569	424,027
Gain on sale of real estate
Net gain on disposition of real estate	17,677	142	289,461
Net gain on sale of undepreciated real estate	8,007	2,903	201
Total gain on sale of real estate	25,684	3,045	289,662
Operating income	119,730	93,295	400,487
Other income (expense):
Interest and investment income	1,905	8,295	1,939
Interest expense	(68,764)	(62,617)	(73,911)
Interest expense - amortization of deferred financing costs	(3,091)	(2,836)	(2,904)
Equity in loss of unconsolidated real estate ventures	(22,016)	(26,697)	(18,584)
Net gain on real estate venture transactions	26,718	2,973	75
Loss on early extinguishment of debt	(435)	0	0
Net income before income taxes	54,047	12,413	307,102
Income tax (provision) benefit	(55)	(47)	224
Net income	53,992	12,366	307,326
Nonforfeitable dividends allocated to unvested restricted shareholders	(456)	(421)	(410)
Net income attributable to Common Shareholders, Basic	$ 53,368	$ 11,868	$ 305,117
Basic income per Common Partnership Unit (in dollars per share)	$ 0.31	$ 0.07	$ 1.77
Diluted income per Common Partnership Unit (in dollars per share)	$ 0.31	$ 0.07	$ 1.77
Basic weighted average common partnership units outstanding (in shares)	171,491,369	170,878,185	171,926,079
Diluted weighted average common partnership units outstanding (in shares)	172,325,646	172,273,240	172,317,076
Rents
Revenue
Total revenue	$ 470,851	$ 451,519	$ 513,504
Third party management fees, labor reimbursement and leasing
Revenue
Total revenue	24,132	26,444	18,580
Other
Revenue
Total revenue	11,117	8,856	2,768
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Revenue
Total revenue	506,100	486,819	534,852
Operating expenses
Property operating expenses	130,209	121,890	132,172
Real estate taxes	53,645	53,621	63,032
Third party management expenses	10,547	12,800	10,252
Depreciation and amortization	177,984	178,105	188,283
General and administrative expenses	35,006	30,153	30,288
Provision for impairment	4,663	0	0
Total operating expenses	412,054	396,569	424,027
Gain on sale of real estate
Net gain on disposition of real estate	17,677	142	289,461
Net gain on sale of undepreciated real estate	8,007	2,903	201
Total gain on sale of real estate	25,684	3,045	289,662
Operating income	119,730	93,295	400,487
Other income (expense):
Interest and investment income	1,905	8,295	1,939
Interest expense	(68,764)	(62,617)	(73,911)
Interest expense - amortization of deferred financing costs	(3,091)	(2,836)	(2,904)
Equity in loss of unconsolidated real estate ventures	(22,016)	(26,697)	(18,584)
Net gain on real estate venture transactions	26,718	2,973	75
Loss on early extinguishment of debt	(435)	0	0
Net income before income taxes	54,047	12,413	307,102
Income tax (provision) benefit	(55)	(47)	224
Net income	53,992	12,366	307,326
Net (income) loss attributable to noncontrolling interests - consolidated real estate ventures	2	3	(20)
Net income attributable to Brandywine Operating Partnership	53,994	12,369	307,306
Nonforfeitable dividends allocated to unvested restricted shareholders	(456)	(421)	(410)
Net income attributable to Common Shareholders, Basic	$ 53,538	$ 11,948	$ 306,896
Basic income per Common Partnership Unit (in dollars per share)	$ 0.31	$ 0.07	$ 1.77
Diluted income per Common Partnership Unit (in dollars per share)	$ 0.31	$ 0.07	$ 1.77
Basic weighted average common partnership units outstanding (in shares)	172,036,481	171,770,843	172,907,713
Diluted weighted average common partnership units outstanding (in shares)	172,870,758	173,165,898	173,298,710
BRANDYWINE OPERATING PARTNERSHIP, L.P. | Rents
Revenue
Total revenue	$ 470,851	$ 451,519	$ 513,504
BRANDYWINE OPERATING PARTNERSHIP, L.P. | Third party management fees, labor reimbursement and leasing
Revenue
Total revenue	24,132	26,444	18,580
BRANDYWINE OPERATING PARTNERSHIP, L.P. | Other
Revenue
Total revenue	$ 11,117	$ 8,856	$ 2,768

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - BRANDYWINE OPERATING PARTNERSHIP, L.P. - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Net income		$ 53,992	$ 12,366	$ 307,326
Comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments		5,371	4,817	(5,972)
Amortization of interest rate contracts	[1]	564	752	752
Total comprehensive income (loss)		5,935	5,569	(5,220)
Comprehensive income		59,927	17,935	302,106
Comprehensive (income) loss attributable to noncontrolling interest - consolidated real estate ventures		(186)	(105)	(1,770)
Comprehensive income attributable to Brandywine Realty Trust		59,741	17,830	300,336
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Net income		53,992	12,366	307,326
Comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments		5,371	4,817	(5,972)
Amortization of interest rate contracts	[1]	564	752	752
Total comprehensive income (loss)		5,935	5,569	(5,220)
Comprehensive income		59,927	17,935	302,106
Comprehensive (income) loss attributable to noncontrolling interest - consolidated real estate ventures		2	3	(20)
Comprehensive income attributable to Brandywine Realty Trust		$ 59,929	$ 17,938	$ 302,086

[1] Amounts reclassified from comprehensive income to interest expense within the Consolidated Statements of Operations.

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CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY - USD ($) $ in Thousands	Total	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest - Consolidated Real Estate Ventures	BRANDYWINE OPERATING PARTNERSHIP, L.P.	BRANDYWINE OPERATING PARTNERSHIP, L.P. Accumulated Other Comprehensive Income (Loss)	BRANDYWINE OPERATING PARTNERSHIP, L.P. Noncontrolling Interest - Consolidated Real Estate Ventures	BRANDYWINE OPERATING PARTNERSHIP, L.P. General Partner Capital
Beginning balance (in shares) at Dec. 31, 2019							176,480,095
Partners' Equity, beginning balance at Dec. 31, 2019				$ 1,672,915	$ (2,715)	$ 1,091	$ 1,674,539
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 307,326		$ 1,799	307,326		20	$ 307,306
Other comprehensive income (loss)	(5,220)	$ (5,191)	(29)	(5,220)	(5,220)
Deferred compensation obligation (in shares)							32,256
Deferred compensation obligation	(206)			(206)			$ (206)
Repurchase and retirement of LP units (in shares)							(6,248,483)
Repurchase and retirement of LP units				(59,999)			$ (59,999)
Distributions from consolidated real estate venture	(22)		(22)	(22)		(22)
Share-based compensation activity (in shares)							309,096
Share-based compensation activity	6,236			6,236			$ 6,236
Sale of partnership interest to consolidated real estate venture	(1,017)		(1,017)	(1,017)		(1,017)
Adjustment of redeemable partnership units to liquidation value at period end				3,074			3,074
Distributions declared to general partnership unitholders				(130,005)			$ (130,005)
Ending balance (in shares) at Dec. 31, 2020							170,572,964
Partners' Equity, ending balance at Dec. 31, 2020				1,793,082	(7,935)	72	$ 1,800,945
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	12,366		77	12,366		(3)	$ 12,369
Other comprehensive income (loss)	5,569	5,541	28	5,569	5,569
Deferred compensation obligation (in shares)							(18,058)
Deferred compensation obligation	(198)			(198)			$ (198)
Issuance of LP Units (in shares)							226,695
Issuance of LP Units				3,052			$ 3,052
Repurchase and retirement of LP units				(2,334)			$ (2,334)
Issuance of partnership interest in consolidated real estate venture	2,765		2,765	2,765		2,765
Share-based compensation activity (in shares)							344,656
Share-based compensation activity	6,354			6,354			$ 6,354
Adjustment of redeemable partnership units to liquidation value at period end				(232)			(232)
Distributions declared to general partnership unitholders				(130,345)			$ (130,345)
Ending balance (in shares) at Dec. 31, 2021							171,126,257
Partners' Equity, ending balance at Dec. 31, 2021				1,690,079	(2,366)	2,834	$ 1,689,611
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	53,992		168	53,992		(2)	$ 53,994
Other comprehensive income (loss)	5,935	$ 5,917	$ 18	5,935	5,935
Deferred compensation obligation (in shares)							(25,979)
Deferred compensation obligation	(312)			(312)			$ (312)
Repurchase and retirement of LP units				(4,006)			$ (4,006)
Share-based compensation activity (in shares)							469,529
Share-based compensation activity	$ 7,718			7,718			$ 7,718
Adjustment of redeemable partnership units to liquidation value at period end				7,555			7,555
Distributions declared to general partnership unitholders				(130,822)			$ (130,822)
Ending balance (in shares) at Dec. 31, 2022							171,569,807
Partners' Equity, ending balance at Dec. 31, 2022				$ 1,630,139	$ 3,569	$ 2,832	$ 1,623,738

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CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Distributions to general partnership unitholders (in dollars per share)	$ 0.76	$ 0.76	$ 0.76

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CONSOLIDATED STATEMENTS OF CASH FLOWS - BRANDYWINE OPERATING PARTNERSHIP L.P. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net income	$ 53,992	$ 12,366	$ 307,326
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	177,984	178,105	188,283
Amortization of deferred financing costs	3,091	2,836	2,904
Amortization of debt discount/(premium), net	(5,254)	(1,951)	(568)
Amortization of stock compensation costs	8,939	7,130	6,627
Straight-line rent income	(13,631)	(13,485)	(14,743)
Amortization of acquired above (below) market leases, net	(2,581)	(5,377)	(4,867)
Straight-line ground rent expense	814	918	1,455
Provision for doubtful accounts	0	0	1,049
Net gain on real estate venture transactions	(26,718)	(2,973)	(75)
Total gain on sale of real estate	(25,684)	(3,045)	(289,662)
Loss on early extinguishment of debt	435	0	0
Provision for impairment	4,663	0	0
Loss from unconsolidated real estate ventures, including income distributions	23,522	26,697	18,584
Income tax provision (benefit)	55	47	(224)
Changes in assets and liabilities:
Accounts receivable	1,328	2,506	(2,031)
Other assets	(1,120)	(19,325)	(5,034)
Accounts payable and accrued expenses	5,405	2,974	14,374
Deferred income, gains and rent	1,567	2,986	(12,149)
Other liabilities	2,500	465	14,557
Net cash provided by operating activities	209,307	190,874	225,806
Cash flows from investing activities:
Acquisition of properties	(3,446)	0	(41,950)
Proceeds from the sale of properties	64,210	10,303	278,114
Proceeds from insurance	0	1,250	0
Proceeds from note receivable	44,300	50,000	0
Issuance of note receivable	0	0	(50,000)
Capital expenditures for tenant improvements	(86,774)	(56,830)	(73,166)
Capital expenditures for redevelopments	(87,223)	(48,022)	(21,664)
Capital expenditures for developments	(89,017)	(30,269)	(65,420)
Advances for the purchase of tenant assets, net of repayments	(447)	270	1,488
Investment in unconsolidated real estate ventures	(47,428)	(31,643)	(719)
Deposits for real estate	(4,900)	(2,550)	0
Capital distributions from unconsolidated real estate ventures	46,898	27,028	9,001
Leasing costs paid	(26,762)	(19,852)	(17,394)
Net cash provided by (used in) investing activities	(190,589)	(100,315)	18,290
Cash flows from financing activities:
Repayments of mortgage notes payable	0	0	(94,993)
Proceeds from credit facility borrowings	478,000	154,000	318,000
Repayments of credit facility borrowings	(412,500)	(131,000)	(318,000)
Proceeds from unsecured notes	350,000	0	0
Repayments of unsecured notes	(296,134)	0	0
Debt financing costs paid	(9,875)	0	0
Exercise of stock options, net	0	(63)	47
Shares used for employee taxes upon vesting of share awards	(2,941)	(1,762)	(1,346)
Partner contributions to consolidated real estate venture	0	2,765	0
Repurchase and retirement of common shares	0	0	(60,000)
Redemption of limited partnership units	(4,006)	(2,334)	0
Distributions paid to preferred and common partnership units	(130,724)	(130,255)	(131,150)
Net cash used in financing activities	(28,631)	(109,336)	(288,189)
Decrease in cash and cash equivalents and restricted cash	(9,913)	(18,777)	(44,093)
Cash and cash equivalents and restricted cash at beginning of year	28,300	47,077	91,170
Cash and cash equivalents and restricted cash at end of period	18,387	28,300	47,077
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period	27,463	46,344	90,499
Restricted cash, beginning of period	837	733	671
Cash and cash equivalents, end of period	17,551	27,463	46,344
Restricted cash, end of period	836	837	733
Cash and cash equivalents and restricted cash	18,387	28,300	47,077
Supplemental disclosure:
Cash paid for interest, net of capitalized interest during the years ended December 31, 2022, 2021 and 2020 of $10,517, $8,689 and $4,650 respectively	85,761	72,391	79,498
Cash paid for income taxes	902	785	688
Supplemental disclosure of non-cash activity:
Dividends and distributions declared but not paid	32,792	32,765	32,706
Extinguishment of debt costs accrued in financing activities	393	0	0
Change in investment in real estate ventures as a result of deconsolidation	107,057	32,761	0
Change in operating real estate from deconsolidation of operating properties	(92,009)	(30,073)	427,710
Change in investment in real estate ventures from deconsolidation of operating properties	0	0	(296,262)
Change in mortgage notes payable from deconsolidation of operating properties	0	0	(220,271)
Change in other assets as a result of deconsolidation of operating properties	(15,048)	(2,688)	1,471
Change in capital expenditures financed through accounts payable at period end	(6,135)	22,744	(9,949)
Change in capital expenditures financed through retention payable at period end	(7,165)	(613)	284
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Cash flows from operating activities:
Net income	53,992	12,366	307,326
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	177,984	178,105	188,283
Amortization of deferred financing costs	3,091	2,836	2,904
Amortization of debt discount/(premium), net	(5,254)	(1,951)	(568)
Amortization of stock compensation costs	8,939	7,130	6,627
Straight-line rent income	(13,631)	(13,485)	(14,743)
Amortization of acquired above (below) market leases, net	(2,581)	(5,377)	(4,867)
Straight-line ground rent expense	814	918	1,455
Provision for doubtful accounts	0	0	1,049
Net gain on real estate venture transactions	(26,718)	(2,973)	(75)
Loss on promoted interest in unconsolidated real estate venture	0	0	0
Total gain on sale of real estate	(25,684)	(3,045)	(289,662)
Loss on early extinguishment of debt	435	0	0
Provision for impairment	4,663	0	0
Loss from unconsolidated real estate ventures, including income distributions	23,522	26,697	18,584
Income tax provision (benefit)	55	47	(224)
Changes in assets and liabilities:
Accounts receivable	1,328	2,506	(2,031)
Other assets	(1,120)	(19,325)	(5,034)
Accounts payable and accrued expenses	5,405	2,974	14,374
Deferred income, gains and rent	1,567	2,986	(12,149)
Other liabilities	2,500	465	14,557
Net cash provided by operating activities	209,307	190,874	225,806
Cash flows from investing activities:
Acquisition of properties	(3,446)	0	(41,950)
Proceeds from the sale of properties	64,210	10,303	278,114
Proceeds from insurance	0	1,250	0
Proceeds from note receivable	44,300	50,000	0
Issuance of note receivable	0	0	(50,000)
Capital expenditures for tenant improvements	(86,774)	(56,830)	(73,166)
Capital expenditures for redevelopments	(87,223)	(48,022)	(21,664)
Capital expenditures for developments	(89,017)	(30,269)	(65,420)
Advances for the purchase of tenant assets, net of repayments	(447)	270	1,488
Investment in unconsolidated real estate ventures	(47,428)	(31,643)	(719)
Deposits for real estate	(4,900)	(2,550)	0
Capital distributions from unconsolidated real estate ventures	46,898	27,028	9,001
Leasing costs paid	(26,762)	(19,852)	(17,394)
Net cash provided by (used in) investing activities	(190,589)	(100,315)	18,290
Cash flows from financing activities:
Repayments of mortgage notes payable	0	0	(94,993)
Proceeds from credit facility borrowings	478,000	154,000	318,000
Repayments of credit facility borrowings	(412,500)	(131,000)	(318,000)
Proceeds from unsecured notes	350,000	0	0
Repayments of unsecured notes	(296,134)	0	0
Debt financing costs paid	(9,875)	0	0
Exercise of stock options, net	0	(63)	47
Shares used for employee taxes upon vesting of share awards	(2,941)	(1,762)	(1,346)
Partner contributions to consolidated real estate venture	0	2,765	0
Repurchase and retirement of common shares	0	0	(60,000)
Redemption of limited partnership units	(4,006)	(2,334)	0
Distributions paid to preferred and common partnership units	(131,175)	(130,942)	(131,897)
Net cash used in financing activities	(28,631)	(109,336)	(288,189)
Decrease in cash and cash equivalents and restricted cash	(9,913)	(18,777)	(44,093)
Cash and cash equivalents and restricted cash at beginning of year	28,300	47,077	91,170
Cash and cash equivalents and restricted cash at end of period	18,387	28,300	47,077
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period	27,463	46,344	90,499
Restricted cash, beginning of period	837	733	671
Cash and cash equivalents, end of period	17,551	27,463	46,344
Restricted cash, end of period	836	837	733
Cash and cash equivalents and restricted cash	18,387	28,300	47,077
Supplemental disclosure:
Cash paid for interest, net of capitalized interest during the years ended December 31, 2022, 2021 and 2020 of $10,517, $8,689 and $4,650 respectively	85,761	72,391	79,498
Cash paid for income taxes	902	785	688
Supplemental disclosure of non-cash activity:
Dividends and distributions declared but not paid	32,792	32,765	32,706
Extinguishment of debt costs accrued in financing activities	393	0	0
Change in investment in real estate ventures as a result of deconsolidation	107,057	32,761	0
Change in operating real estate from deconsolidation of operating properties	(92,009)	(30,073)	427,710
Change in investment in real estate ventures from deconsolidation of operating properties	0	0	(296,262)
Change in mortgage notes payable from deconsolidation of operating properties	0	0	(220,271)
Change in other assets as a result of deconsolidation of operating properties	(15,048)	(2,688)	1,471
Change in capital expenditures financed through accounts payable at period end	(6,135)	22,744	(9,949)
Change in capital expenditures financed through retention payable at period end	$ (7,165)	$ (613)	$ 284

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CONSOLIDATED STATEMENTS OF CASH FLOWS - BRANDYWINE OPERATING PARTNERSHIP L.P. (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Capitalized interest	$ 10,517	$ 8,689	$ 4,650
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Capitalized interest	$ 10,517	$ 8,689	$ 4,650

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ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP

1. ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP

Brandywine Realty Trust (the Parent “Company”) is a self-administered and self-managed real estate investment trust (“REIT”) engaged in the acquisition, development, redevelopment, ownership, management, and operation of a portfolio of office and mixed-use properties. The Parent Company owns its assets and conducts its operations through Brandywine Operating Partnership, L.P. (the “Operating Partnership”) and subsidiaries of the Operating Partnership. The Parent Company is the sole general partner of the Operating Partnership and, as of December 31, 2022, owned a 99.7% interest in the Operating Partnership. The Parent Company’s common shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol “BDN.” The Parent Company, the Operating Partnership, and their consolidated subsidiaries are collectively referred to as the “Company.”

As of December 31, 2022, the Company owned 77 properties that contained an aggregate of approximately 13.6 million net rentable square feet (collectively, the “Properties”). The Company’s core portfolio of operating properties (the “Core Properties”) excludes development properties, redevelopment properties, and properties held for sale. The Properties were comprised of the following as of December 31, 2022:

	Number of Properties	Rentable Square Feet
Office properties	67	11,848,707
Mixed-use properties	5	942,334
Core Properties	72	12,791,041
Development property	2	350,488
Redevelopment properties	3	436,659
The Properties	77	13,578,188

In addition to the Properties, as of December 31, 2022, the Company owned 159.9 acres of land held for development. The Company also held a leasehold interest in one land parcel totaling 0.8 acres, acquired through a prepaid 99-year ground lease, and held options to purchase approximately 55.1 additional acres of undeveloped land. As of December 31, 2022, the total potential development that this inventory of land could support under current zoning and entitlements, including the parcels under option, amounted to an estimated 11.9 million square feet. 

As of December 31, 2022, the Company also owned economic interests in twelve unconsolidated real estate ventures (see Note 4 “Investment in Unconsolidated Real Estate Ventures” for further information). The Properties and the properties owned by the unconsolidated real estate ventures are primarily located in or near Philadelphia, Pennsylvania; Austin, Texas; Metropolitan Washington, D.C.; Southern New Jersey; and Wilmington, Delaware. 

All references to building square footage, rentable square feet, acres, occupancy percentage, the number of buildings, and tax basis are unaudited.

The Company conducts its third-party real estate management services business primarily through seven management companies (collectively, the “Management Companies”): Brandywine Realty Services Corporation (“BRSCO”), BDN Management Inc. (“BMI”), Brandywine Properties I Limited, Inc. (“BPI”), BDN Brokerage, LLC (“BBL”), Brandywine Properties Management, L.P. (“BPM”), Brandywine Brokerage Services, LLC (“BBS”), and BDN GC Services LLC (“BGCS”). Each of BRSCO, BMI and BPI is a taxable REIT subsidiary. BBS, BBL, BPM, and BGCS are tax disregarded entities wholly owned by the taxable REIT subsidiary entities. As of December 31, 2022, the Operating Partnership owned, directly and indirectly, 100% of each of BRSCO, BMI, BPI, BBL, BPM, BBS, and BGCS. As of December 31, 2022, the Management Company subsidiaries were managing properties containing an aggregate of approximately 23.0 million net rentable square feet, of which approximately 13.6 million net rentable square feet related to Properties owned by the Company and approximately 9.4 million net rentable square feet related to properties owned by third parties and unconsolidated real estate ventures.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Change in Depreciable Lives of Real Estate Investments

In accordance with its policy, the Company reviews the estimated useful lives of its real estate investments on an ongoing basis. The estimated useful lives of seven operating properties in Austin, Texas were modified to reflect the estimated periods during which these assets will remain in service pursuant to the Company's Uptown ATX master development plans. The estimated useful lives of these properties were decreased from approximately 35 to approximately 12 coinciding with the remaining terms of in-place leases. The effect of this change in estimate was a $9.8 million and $14.6 million increase in depreciation expense during the years ended December 31, 2021 and 2022, respectively.

Principles of Consolidation

The Company consolidates variable interest entities (“VIEs”) in which it is considered to be the primary beneficiary. VIEs are entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or that the holders of the equity investment at risk do not have a controlling financial interest. The primary beneficiary is defined by the entity having both of the following characteristics: (i) the power to direct those matters that most significantly impact the activities of the VIE and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. For entities that the Company has the obligations to fund losses, its maximum exposure to loss is not limited to the carrying amount of its investments.

The Company continuously assesses its determination of the primary beneficiary for each entity and assesses reconsideration events that may cause a change in the original determinations. 

As of December 31, 2022 and 2021, the Company included in its consolidated balance sheets consolidated VIEs having total assets of $47.3 million and $46.5 million, respectively, and total liabilities of $21.0 million, respectively.

When an entity is not deemed to be a VIE, the Company consolidates entities for which it has significant decision making control over the entity’s operations. The Company’s judgment with respect to its level of influence or control of an entity involves consideration of various factors including the form of the Company’s ownership interest, its representation in the entity’s governance, the size of its investment (including loans), estimates of future cash flows, its ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process and to replace the Company as manager and/or liquidate the venture, if applicable. The Company’s assessment of its influence or control over an entity affects the presentation of these investments in the Company’s consolidated financial statements. In addition to evaluating control rights, the Company consolidates entities in which the outside partner has no substantive kick-out rights to remove the Company as managing member. The portion of the consolidated entities that are not owned by the Company is presented as noncontrolling interest as of and during the periods consolidated. All intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Operating Properties

Operating properties are carried at historical cost less accumulated depreciation and impairment losses. The value of operating properties reflects their purchase price or development cost. Acquisition costs related to business combinations are expensed as incurred, whereas the costs related to asset acquisitions are capitalized as incurred. Costs incurred for the renovation and betterment of an operating property are capitalized to the Company’s investment in that property. Ordinary repairs and maintenance are expensed as incurred.

Purchase Price Allocation

For acquisitions of real estate or in-substance real estate that are accounted for as business combinations, we recognize the assets acquired (including the intangible value of acquired above- or below-market leases, acquired in-place leases and tenant relationship values), liabilities assumed, noncontrolling interests, and previously existing ownership interests at fair value as of the acquisition date. Any excess (deficit) of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill (bargain purchase gain). Acquisition costs related to business combinations are expensed as incurred.

Acquisitions of real estate and in-substance real estate that do not meet the definition of a business are accounted for as asset acquisitions. The Company generally expects that acquisitions of real estate or in-substance real estate will not meet the definition of business and therefore are accounted for as asset acquisitions, unless specifically noted otherwise. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including acquisition costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in recognition of goodwill or a bargain purchase gain. Additionally, because the accounting model for asset acquisitions is a cost accumulation model, preexisting interests in the acquired assets, if any, are not remeasured to fair value but continue to be accounted for at their historical cost. Direct acquisition costs are capitalized if an asset acquisition is probable. If we determine that an asset acquisition is no longer probable, no new costs are capitalized and all capitalized costs that are not recoverable are written off.

The purchase price is allocated to the acquired assets and assumed liabilities, including land and buildings, as if vacant based on highest and best use for the acquired assets. The Company assesses and considers fair value of the operating properties based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

The Company allocates the purchase price of properties considered to be business combinations and asset acquisitions to net tangible and identified intangible assets acquired based on fair values. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) the Company’s estimate of the fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining noncancellable term of the lease (including the below market fixed renewal periods that are considered probable, if applicable). Capitalized above-market lease values are amortized as a reduction of rental income over the remaining noncancellable terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining noncancellable terms of the respective leases, including any below market fixed-rate renewal option periods that are considered probable.

Other intangible assets also include in-place leases based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. This intangible asset is amortized to expense over the remaining term of the respective leases and any fixed-rate bargain renewal periods. Factors considered by the Company in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance, and other operating expenses, and estimates of lost rents at market rates during the expected lease-up periods, which primarily range from four to twelve months. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the tangible and intangible assets acquired. The Company also uses the information obtained as a result of its pre-acquisition due diligence as part of its consideration of the accounting standard governing asset retirement obligations and when necessary, will record a conditional asset retirement obligation as part of its purchase price. The Company also evaluates tenant relationships on a tenant-specific basis. On most of the Company’s acquisitions, this intangible has not been material and, as a result, no value has been assigned.

In the event that a tenant terminates its lease, the unamortized portion of each intangible, including in-place lease values and tenant relationship values, is charged to expense and market rate adjustments (above or below) are recorded to revenue.

Depreciation and Amortization

The costs of buildings and improvements are depreciated using the straight-line method based on the following useful lives: buildings and improvements (5 to 55 years) and tenant improvements (the shorter of (i) the life of the asset (1 to 16 years) or (ii) the lease term).

Construction-in-Progress

Project costs directly associated with the development or redevelopment and construction of a real estate project are capitalized as construction-in-progress. Construction-in-progress also includes costs related to ongoing tenant improvement projects. In addition, interest, real estate taxes, and other expenses that are directly associated with the Company’s development or redevelopment activities are capitalized beginning when activities necessary to ready the asset for its intended use are in progress and capital expenditures have been made and ending when the property is placed in service. Interest expense is capitalized using the Company’s weighted average interest rate. Internal direct costs are capitalized to projects in which qualifying expenditures are being incurred. See Note 3 “Real Estate Investments,” for more information related to the capitalization of project costs.

Ground Leases

The Company is the lessee under long-term ground leases classified as operating leases. The Company makes significant assumptions and judgments when determining the discount rate for the lease to calculate the present value of the lease payments. As the rate implicit in the lease is not readily determinable, the Company estimates the incremental borrowing rate (“IBR”) that it would need to pay to borrow, on a collateralized basis, an amount equal to the lease payments in a similar economic environment, over a similar lease term. The Company utilizes a market-based approach to estimate the IBR for each individual lease. The base IBR is estimated utilizing observable mortgage and corporate bond rates, which are then adjusted to account for considerations related to the Company’s credit rating and the lease term to select an incremental borrowing rate for each lease.

The right of use assets and lease liabilities are presented as “Right of use asset - operating leases, net” and “Lease liability - operating leases”, respectively, on the consolidated balance sheet as of December 31, 2022 and 2021, respectively. The lease liabilities and right of use assets are amortized on a straight-line basis over the lease term with the corresponding expense classified in “Property operating expenses” on the consolidated statements of operations.

The most recent CPI adjustment is used to determine the present value of the lease payments for an indexed lease and ultimately the right of use asset and corresponding lease liability. Rent payments for amounts in excess of this estimated growth rate will be expensed on a cash basis as incurred and are considered variable lease costs.

Impairment of Real Estate Investments

The Company reviews its real estate investments for impairment following the end of each quarter for each of its real estate investments where events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company updates leasing and other assumptions regularly, paying particular attention to real estate investments where there is an event or change in circumstances that indicates an impairment in value. Additionally, the Company considers strategic decisions regarding the future development plans for real estate investment under development and other market factors. For real estate investments to be held and used, the Company analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets over, in most cases, a 10-year hold period. If there is significant possibility that the Company will dispose of assets earlier, it analyzes the recoverability using a probability weighted analysis of the undiscounted future cash flows expected to be generated from the operations and eventual disposition of each asset using various probable hold periods. If the recoverability analysis indicates that the carrying value of the tested real estate investment is not recoverable, the real estate investment is written down to its fair value and an impairment is recognized in the amount of the excess of the carrying amount of the asset over its fair value. If and when the Company’s plans change, it revises its recoverability analysis to use cash flows expected from operations and eventual disposition of each asset using hold periods that are consistent with its revised plans.

Estimated future cash flows used in such analysis are based on the Company’s plans for the real estate investment and its views of market economic conditions. The estimates consider assumptions, including but not limited to market rental rates, capitalization rates, and recent sales data for comparable real estate investments. Future cash flows are discounted when

determining fair value of an asset. Most of these assumptions are influenced by our direct experience with the real estate investments and their markets as well as market data obtained from real estate leasing and brokerage firms.

Assets Held for Sale

The Company generally reclassifies assets to held for sale when the transaction has been approved by its Board of Trustees, or by officers vested with authority to approve the transaction, and there are no known significant contingencies relating to the sale of the real estate investment within one year of the consideration date and the consummation of the transaction is otherwise considered probable. When a real estate investment is designated as held for sale, the Company stops depreciating the real estate investment and estimates the real estate investment’s fair value, net of selling costs. If the determination is made that the estimated fair value, net of selling costs, is less than the net carrying value of the real estate investment, an impairment is recognized, reducing the net carrying value of the real estate investment to estimated fair value less selling costs. For periods in which a real estate investment is classified as held for sale, the Company classifies the assets and liabilities, as applicable, of the real estate investment as held for sale on the consolidated balance sheet for such periods.

Impairment of Land Held for Development

When demand for build-to-suit properties declines and the ability to sell land held for development deteriorates, or other market factors indicate possible impairment in the recoverability of land held for development, it is reviewed for impairment by comparing its fair value to its carrying value. If the estimated sales value is less than the carrying value, the carrying value is written down to its estimated fair value. Estimated fair value is generally determined using a market valuation approach, comparing the subject property to recent comparable market transactions in a similar location; or using estimated cash flows.

Cash and Cash Equivalents

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less. The Company maintains cash equivalents in money market accounts with financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions. The Company does not invest its available cash balances in money market funds. As such, available cash balances are appropriately reflected as cash and cash equivalents on the consolidated balance sheets.

Restricted Cash

Restricted cash consists of cash held as collateral to provide credit enhancement for the Company’s mortgage debt, cash for property taxes, capital expenditures and tenant improvements. Restricted cash also includes cash held by qualified intermediaries for possible investments in like-kind exchanges in accordance with Section 1031 of the Internal Revenue Code in connection with sales of the Company’s properties. Restricted cash is included in “Other assets” in the consolidated balance sheets.

Accounts Receivable and Accrued Rent Receivable

Generally, leases with tenants are accounted for as operating leases. Minimum lease payments under tenant leases are recognized on a straight-line basis over the term of the related lease. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payment terms are recorded as “Accrued rent receivable, net” on the consolidated balance sheets. Included in current tenant receivables are tenant reimbursements which are comprised of amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses that are recognized as revenue in the period in which the related expenses are incurred.

Accrued rent receivables are carried net of the allowances for doubtful accounts. The allowance for doubtful accounts is an estimate based on the Company's experience of the probability of future events confirming a loss and represents the estimated probable losses. The allowance is generally calculated by assigning risk factors by industry which are primarily based on the Company's historical collection and charge-off experience adjusted for current market conditions, which requires management's judgment.

Investments in Unconsolidated Real Estate Ventures

Under the equity method, investments in real estate ventures are recorded initially at cost and subsequently adjusted for equity in earnings, contributions, distributions, and impairments. The Company generally allocates income and losses from the unconsolidated real estate ventures based on the venture's distribution priorities, which may be different from its stated ownership percentage. For real estate ventures that are constructing assets to commence planned principal operations, the Company capitalizes interest expense to the extent that it is recoverable using the Company’s weighted average interest rate of consolidated debt and its investment balance as a basis. Planned principal operations commence when a property is available to lease and at that point in time, the Company ceases capitalizing interest to its investment basis.

At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Company’s investments in real estate ventures. If any indicators of impairment are present, we calculate the fair value of the investment in the unconsolidated real estate venture. An investment is other than temporarily impaired only if the fair value of the investment in a real estate venture, as estimated by management, is less than the carrying value and the decline is other than temporary. To the extent that an other than temporary impairment has occurred, an impairment charge is recorded in the amount of the excess of the carrying amount of the investment over the estimated fair value. Management is required to make significant judgments about the estimated fair value of its investments to determine if an impairment exists. Fair value is generally determined through income valuation approaches, including discounted cash flows and direct capitalization models.

When the Company acquires an interest in or contributes assets to a real estate venture project, the difference between the Company’s cost basis in the investment and the value of the real estate venture or asset contributed is amortized over the life of the related assets, intangibles, and liabilities and such adjustment is included in the Company’s share of equity in income of unconsolidated real estate ventures.

Deferred Costs

Certain costs incurred in connection with property leasing are capitalized as deferred leasing costs. Deferred leasing costs consist primarily of third-party and internal leasing commissions that are amortized using the straight-line method over the life of the respective lease which generally ranges from 1 to 16 years. Management re-evaluates the remaining useful lives of leasing costs in conjunction with changes in the respective lease term.

Notes Receivable

The Company accounts for notes receivable on its balance sheet at amortized cost, net of allowance for loan losses. Interest income is recognized over the term of the notes receivable and is calculated based on the contractual terms of each note agreement. At inception and on a quarterly basis, the Company evaluates notes receivable for the current estimate of expected credit losses over the contractual term using a probability-of-default method and reports in net income (as a credit loss expense) the amount necessary to adjust the allowance for credit losses to reflect management's current estimate. Management considers performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor in its evaluation.

Notes receivable are placed on nonaccrual status when management determines, after considering economic and business conditions and collection efforts, that the loans are impaired, or collection of interest is doubtful. Uncollectible interest previously accrued is recognized as bad debt expense. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received.

Deferred Financing Costs

Costs incurred in connection with debt financing are capitalized as a direct deduction from the carrying value of the debt, except for costs capitalized related to the Company’s unsecured credit facility, which are capitalized within the “Deferred costs, net” caption on the accompanying consolidated balance sheets. Deferred financing costs are charged to interest expense over the terms of the related debt agreements. Deferred financing costs consist primarily of loan fees which are amortized over the related loan term on a basis that approximates the effective interest method. Deferred financing costs are accelerated, when debt is extinguished, as part of the “Interest expense-amortization of deferred financing costs” caption within the Company’s consolidated statements of operations. Original issue discounts are recognized as part of the gain or loss on extinguishment of debt, as appropriate.

Revenue Recognition

Rental Revenue

The Company generates revenue under leases with tenants occupying the Properties. Generally, leases with tenants are accounted for as operating leases. The operating leases have various expiration dates. As of December 31, 2022 and 2021, the Company did not have any leases classified as direct-financing or sales-type leases.

Fixed lease payments under tenant leases, determined to be collectible, are recognized on a straight-line basis over the term of the related lease. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are recorded as “Accrued rent receivable” on the consolidated balance sheets. Variable lease payments are recognized as lease revenue in the period in which changes occur in facts and circumstances on which the variable lease payments are based.

Topic 842 requires a binary approach to evaluating leases for collectability. Lessors are required to determine if it is probable that substantially all of the lease payments will be collected from the tenant over the lease term. Should the lessor determine that it is not probable that substantially all of the lease payments will be collected, the standard requires that the lessor write off any accrued rent receivable and begin recognizing lease payments on a cash basis.

The Company’s lease revenue is impacted by the Company’s determination of whether improvements to the property, whether made by the Company or by the tenant, are landlord assets. The determination of whether an improvement is a landlord asset requires judgment. In making this judgment, the Company’s primary consideration is whether an improvement would be utilizable by another tenant upon the then-existing tenant vacating the improved space. If the Company has funded an improvement that it determines not to be landlord assets, then it treats the cost of the improvement as a lease incentive. If the tenant has funded an improvement that the Company determines to be landlord assets, then the Company treats the costs of the improvement as deferred revenue and amortizes these costs into revenue over the lease term.

For certain leases, the Company also makes significant assumptions and judgments in determining the lease term, including assumptions when the lease provides the tenant with an early termination option or purchase option. The lease term impacts the period over which the Company determines and records lease payments and also impacts the period over which it amortizes lease-related costs. The Company considers all relevant factors that create an economic incentive for the lessee and uses judgment to determine if those factors, considered together, signify that the lessee is reasonably certain to exercise the option. For leases where a tenant executes a lease termination, termination fees are generally recognized over the modified term of the lease as rental income. Additionally, any deferred rents receivable are accelerated over the modified lease term.

The Company’s leases also typically provide for tenant reimbursement of a portion of common area maintenance expenses and other operating expenses to the extent that a tenant’s pro rata share of expenses exceeds a base year level set in the lease or to the extent that the tenant has a lease on a triple net basis. As the timing and pattern of revenue recognition is the same, rents and tenant reimbursements are treated as a combined lease component and included in the “Rents” caption within the Company's consolidated statements of operations.

Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the lease term, including amortization of lease incentives and above or below market rent intangibles, and parking income that is fixed under a long-term contract. Variable lease payments include reimbursements billed to tenants, termination fees, bad debt expense, and parking income that is not fixed under a long-term contract.

Point of Sale Revenue

Point of sale revenue consists of parking, restaurant, and flexible stay revenue from the Company’s hotel operations. Point of sale service obligations are performed daily, and the customer obtains control of those services simultaneously as they are performed. Accordingly, revenue is recorded on an accrual basis as it is earned, coinciding with the services that are provided to the Company’s customers. Parking and flexible stay revenue is recognized within rents and restaurant income is recognized within other income on the consolidated statements of operations.

Third party management fees, labor reimbursement, and leasing

The Company performs property management services for its managed real estate ventures and third-party property owners of real estate that consist of: (i) providing leasing services, (ii) property inspections, (iii) repairs and maintenance monitoring, and (iv) financial and accounting oversight. For these services, the Company earns management fees monthly, which are based on a fixed percentage of each managed property’s financial results, and is reimbursed for the labor costs incurred by its property management employees as services are rendered to the property owners. The Company determined that control over the services is passed to its customers simultaneously as performance occurs. Accordingly, management fee revenue is earned as the services are provided to the Company’s customers.

Lease commissions are earned when the Company, as a broker for the third party property owner, executes a lease agreement with a tenant. Based on the terms of the Company’s lease commission contracts, the Company's performance obligation to the customer has been completed upon execution of each lease agreement. The Company’s lease commissions are earned based on a fixed percentage of rental income generated for each executed lease agreement and there is no variable income component.

Development fee revenue is earned through two different sources: (i) the Company performs development services for third parties as an agent and earns fixed development fees based on a percentage of construction costs incurred over the construction period, and (ii) the Company acts as a general contractor on behalf of one of its managed real estate ventures. The Company acts as the principal construction company for the real estate ventures and records gross revenue as it provides construction services based on the quantifiable construction outputs.

In applying the cost based output method of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine its progress towards contract completion and to calculate the corresponding gross revenue and gross profit to recognize. For any costs that do not contribute to satisfying the Company’s performance obligations, it excludes such costs from its output methods of revenue recognition as the amounts are not reflective of transferring control of the outputs to the customer. The use of estimates in this calculation involves significant judgment.

Common Development Cost Estimates for Contributions to Development Joint Ventures

When land is contributed to a development joint venture, estimated common development costs include actual costs incurred and estimates of future common development costs benefiting the property sold. When land is sold, common development costs, if they cannot be specifically identified, are allocated to each sold parcel based upon its relative sales value. For purposes of allocating common development costs, estimates of future sales proceeds and common development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining land parcels available for sale. The common development cost estimates for development joint ventures are highly judgmental as they are sensitive to cost escalation, sales price escalation and pace of absorption, which are subject to judgment and are affected by expectations about future market or economic conditions. Changes in the assumptions used to estimate future common development costs could result in a significant impact on the amounts recorded as net gain on disposition of real estate or net gain on sale of undepreciated real estate.

The following is a summary of revenue earned by the Company’s reportable segments (see Note 19 “Segment Information,” for further information) during the year ended December 31, 2022 (in thousands):

	Philadelphia CBD		Pennsylvania Suburbs		Austin, Texas		Metropolitan Washington, D.C.		Other		Corporate (a)		Total
Fixed rent	$	151,034	$	116,926	$	60,831	$	16,686	$	9,805	$	(1,895)	$	353,387
Variable rent	51,346		11,615		32,958		1,283		2,644		(35)		99,811
Total lease revenue	202,380		128,541		93,789		17,969		12,449		(1,930)		453,198
Amortization of deferred market rents	1,308		10		1,264		—		—		—		2,582
Daily parking & hotel flexible stay	14,390		—		361		84		236		—		15,071
Total rents	218,078		128,551		95,414		18,053		12,685		(1,930)		470,851
Third party management fees, labor reimbursement and leasing	287		35		486		3,723		1,988		17,613		24,132
Other income	2,510		354		429		123		38		7,663		11,117
Total revenue	$	220,875	$	128,940	$	96,329	$	21,899	$	14,711	$	23,346	$	506,100

The following is a summary of revenue earned by the Company’s reportable segments (see Note 19 “Segment Information,” for further information) during the year ended December 31, 2021 (in thousands):

	Philadelphia CBD		Pennsylvania Suburbs		Austin, Texas		Metropolitan Washington, D.C.		Other		Corporate (a)		Total
Fixed rent	$	149,441	$	113,748	$	62,545	$	12,410	$	8,020	$	(2,240)	$	343,924
Variable rent	41,585		10,358		34,850		646		2,660		(257)		89,842
Total lease revenue	191,026		124,106		97,395		13,056		10,680		(2,497)		433,766
Amortization of deferred market rents	2,064		(9)		3,322		—		—		—		5,377
Daily parking & hotel flexible stay	11,758		159		109		117		233		—		12,376
Total rents	204,848		124,256		100,826		13,173		10,913		(2,497)		451,519
Third party management fees, labor reimbursement and leasing	893		34		452		6,548		3,077		15,440		26,444
Other income	2,117		276		402		144		25		5,892		8,856
Total revenue	$	207,858	$	124,566	$	101,680	$	19,865	$	14,015	$	18,835	$	486,819

The following is a summary of revenue earned by the Company’s reportable segments (see Note 19 “Segment Information,” for further information) during the year ended December 31, 2020 (in thousands):

	Philadelphia CBD		Pennsylvania Suburbs		Austin, Texas		Metropolitan Washington, D.C.		Other		Corporate (a)		Total
Fixed rent	$	166,286	$	128,044	$	63,366	$	29,830	$	8,064	$	(2,412)	$	393,178
Variable rent	51,410		12,951		35,123		3,544		2,401		(1,343)		104,086
Total lease revenue	217,696		140,995		98,489		33,374		10,465		(3,755)		497,264
Amortization of deferred market rents	1,146		(12)		3,531		—		203		—		4,868
Daily parking & hotel flexible stay	10,777		179		49		135		232		—		11,372
Total rents	229,619		141,162		102,069		33,509		10,900		(3,755)		513,504
Third party management fees, labor reimbursement and leasing	927		39		689		6,541		2,560		7,824		18,580
Other income	1,482		412		224		173		9		468		2,768
Total revenue	$	232,028	$	141,613	$	102,982	$	40,223	$	13,469	$	4,537	$	534,852

(a)Corporate includes intercompany eliminations necessary to reconcile to consolidated Company totals.

Income Taxes

Parent Company

The Parent Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to continue to qualify as a REIT, the Parent Company is required to, among other things, distribute at least 90% of its annual REIT taxable income to its shareholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Parent Company is not subject to federal and state (in states that follow federal rules) income taxes with respect to the portion of its income that meets certain criteria and is distributed annually to its shareholders. Accordingly, a nominal provision for federal and state (as applicable) income taxes is included in the accompanying consolidated financial statements with respect to the operations of the Parent Company. The Parent Company intends to continue to operate in a manner that allows it to meet the requirements for taxation as a REIT. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to federal and state (as applicable) income taxes and may not be able to qualify as a REIT for the four tax years following the year in which it first failed to qualify. The Parent Company is subject to certain local income taxes. Provision for federal income taxes is recorded in the income tax provision line item and state and local income taxes have been included in operating expenses in the Parent Company’s consolidated statements of operations.

The tax basis of the Parent Company’s assets was $3.2 billion and $3.1 billion for the years ended December 31, 2022 and December 31, 2021, respectively.

The Parent Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Parent Company’s ordinary income and (b) 95% of the Parent Company’s net capital gain exceeds cash distributions and certain taxes paid by the Parent Company. No excise tax was incurred in 2022, 2021 or 2020.

The Parent Company has elected to treat several of its subsidiaries as taxable REIT subsidiaries (each a “TRS”). A TRS is subject to federal, state and local income tax. In general, a TRS may perform non-customary services for tenants, hold assets that the Parent Company, as a REIT, cannot hold directly and generally may engage in any real estate or non-real estate related business. The Company’s taxable REIT subsidiaries did not have material tax provisions or deferred income tax items as of December 31, 2022 and December 31, 2021.

Operating Partnership

In general, the Operating Partnership is not subject to federal and state income taxes, and accordingly, no provision for income taxes has been made in the accompanying consolidated financial statements. The partners of the Operating Partnership are required to include their respective share of the Operating Partnership’s profits or losses in their respective tax returns. The Operating Partnership’s tax returns and the amount of allocable partnership profits and losses are subject to examination by federal and state taxing authorities. For any year beginning on or after January 1, 2017, the Operating Partnership can be assessed with federal income tax in the course of an audit by the IRS. Under the partnership audit rules included in the Bipartisan Budget Act of 2015, the Operating Partnership has the option to make a push-out election and allocate the partnership adjustments to all the former partners for the tax year under audit.

The tax basis of the Operating Partnership’s assets was $3.2 billion and $3.1 billion for the years ended December 31, 2022 and December 31, 2021, respectively.

The Operating Partnership may elect to treat a subsidiary as a REIT under Sections 856 through 860 of the Code, if applicable. Each subsidiary REIT would be required to meet the requirements for treatment as a REIT under Sections 856 through 860 of the Code. If a subsidiary REIT fails to qualify as a REIT in any taxable year, that subsidiary REIT would be subject to federal and state income taxes and would not be able to qualify as a REIT for the four subsequent taxable years. Also, each subsidiary REIT would be subject to certain local income taxes.

The Operating Partnership has elected to treat several of its subsidiaries as TRSs, which are subject to federal, state and local income tax.

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders, as adjusted for unallocated earnings, if any, of certain securities, by the weighted average number of common shares outstanding during the year. Diluted EPS reflects the potential dilution that could occur from common shares issuable in connection with awards under share-based compensation plans, including upon the exercise of stock options, and conversion of the noncontrolling interests in the Operating Partnership. Anti-dilutive shares are excluded from the calculation.

Earnings Per Unit

Basic earnings per unit is computed by dividing net income available to common unitholders, as adjusted for unallocated earnings, if any, of certain securities issued by the Operating Partnership, by the weighted average number of common unit equivalents outstanding during the year. Diluted earnings per unit reflects the potential dilution that could occur from units issuable in connection with awards under share-based compensation plans, including upon the exercise of stock options. Anti-dilutive units are excluded from the calculation.

Share-Based Compensation Plans

The Parent Company maintains a shareholder-approved equity-incentive plan known as the Amended and Restated 1997 Long-Term Incentive Plan (the “1997 Plan”). The 1997 Plan is administered by the Compensation Committee of the Parent Company’s Board of Trustees. Under the 1997 Plan, the Compensation Committee is authorized to award equity and equity-based awards, including incentive stock options, non-qualified stock options, restricted share rights and performance-based share units. The Company's share-based employee compensation plan is described more fully in Note 15 “Share Based Compensation, 401(k) Plan and Deferred Compensation.”

Comprehensive Income

Comprehensive income is recorded in accordance with the provisions of the accounting standard for comprehensive income. The accounting standard establishes standards for reporting comprehensive income and its components in the financial statements. Comprehensive income includes the effective portions of changes in the fair value of derivatives.

Accounting for Derivative Instruments and Hedging Activities

The Company accounts for its derivative instruments and hedging activities in accordance with the accounting standard for derivative and hedging activities. The accounting standard requires the Company to measure every derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record them on the balance sheet as either an asset or liability. See disclosures below related to the accounting standard for fair value measurements and disclosures.

For derivatives designated as cash flow hedges, the effective portions of changes in the fair value of the derivative are reported in other comprehensive income while the ineffective portions are recognized in earnings.

The Company actively manages its ratio of fixed-to-floating rate debt. To manage its fixed and floating rate debt in a cost-effective manner, the Company, from time to time, enters into interest rate swap agreements as cash flow hedges, under which it agrees to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts.

Fair Value Measurements

The Company estimates the fair value of its derivatives in accordance with the accounting standard for fair value measurements and disclosures. The accounting standard defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Financial assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access;

•Level 2 inputs are inputs, other than quoted prices included in Level 1, which are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and

•Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little if any, related market activity or information.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Non-financial assets and liabilities recorded at fair value on a non-recurring basis include non-financial assets and liabilities measured at fair value in a purchase price allocation and the impairment. The fair values assigned to the Company's purchase price allocations primarily utilize Level 3 inputs. The fair value assigned to the long-lived assets and equity method investments for which there was impairment recorded utilize Level 3 inputs.

Risks and Uncertainties - COVID-19

The ongoing global COVID-19 pandemic, has slowed global economic activity and caused significant volatility in financial markets, causing many to fear a global recession. The responses of many countries, including the U.S., have disrupted the global economy and supply chains and adversely impacted many industries, including owners and developers of real estate. Moreover, there is significant uncertainty related to the COVID-19 pandemic's impact on the U.S. economy and consumer confidence. Demand for space at the Company's properties is dependent on a variety of macroeconomic factors, such as employment levels, interest rates, changes in stock market valuations, rent levels and availability of competing space. The extent to which the COVID-19 pandemic impacts the Company's results will depend on future developments, many of which are highly uncertain and cannot be predicted. The COVID-19 pandemic has caused continued negative economic impacts, market volatility, and business disruption, which could negatively impact the Company's tenants’ ability to pay rent, the

Company's ability to lease vacant space, and the Company's ability to complete development and redevelopment projects. These consequences, in turn, could materially impact the Company's results of operations.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2024. The guidance may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply elections as applicable as additional changes in the market occur. During the second quarter of 2022, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. In addition, the Company elected to apply the hedge accounting expedients related to changes in critical terms of derivative or hedged transactions, and bilaterally negotiated contract changes for the refinance of the Company's term loan and associated interest rate swap. The Company continues to evaluate the impact of the guidance and may apply elections as applicable as additional changes in the market occur. See Note 9, “Debt Obligations” for further information regarding our remaining LIBOR-indexed obligations.

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REAL ESTATE INVESTMENTS

12 Months Ended

Dec. 31, 2022

Real Estate [Abstract]

REAL ESTATE INVESTMENTS

3. REAL ESTATE INVESTMENTS

As of December 31, 2022 and 2021, the gross carrying value of the operating properties was as follows (in thousands):

	December 31, 2022		December 31, 2021
Land	$	403,998	$	410,144
Building and improvements	2,760,357		2,653,492
Tenant improvements	452,885		408,966
Total	$	3,617,240	$	3,472,602

Construction-in-Progress

Internal direct construction costs totaling $9.3 million in 2022, $7.9 million in 2021, and $8.4 million in 2020 and interest totaling $4.7 million in 2022, $7.0 million in 2021, and $4.6 million in 2020 were capitalized related to the development, redevelopment and construction of tenant improvements of certain properties and land holdings.

During the years ended December 31, 2022, 2021 and 2020, the Company’s internal direct construction costs are comprised of capitalized salaries. The following table shows the amount of compensation costs (including bonuses and benefits) capitalized for the years presented (in thousands):

	December 31,
	2022		2021		2020
Development	$	5,343	$	4,815	$	4,802
Redevelopment	1,484		1,170		543
Tenant Improvements	2,505		1,917		3,021
Total	$	9,332	$	7,902	$	8,366

2022 Acquisitions

Property/Portfolio Name	Acquisition Date	Location	Property Type	Rentable Square Feet/Acres	Purchase Price
631 Park Avenue	January 21, 2022	King of Prussia, PA	Land	3.3 acres	$	3,650
3151 Market Street (a)	April 29, 2022	Philadelphia, PA	Leasehold Interest	0.8 acres	$	27,349

(a)On April 29, 2022, the Company acquired, through a 99-year ground lease, the leasehold interest in a 0.8-acre land parcel, located at 3151 Market Street, in Philadelphia, Pennsylvania. The Company prepaid $19.5 million of the ground lease, representing 500,000 square feet of buildable floor to area ratio (“FAR”) to be used for the development of 3151 Market Street, and paid $7.8 million for 200,000 square feet of FAR density usable pursuant to the Schuylkill Yards Project master development agreement. The additional density is included in prepaid leasehold interests in land held for development in the consolidated balance sheets. See below regarding disposition of 500,000 square feet of FAR.

2021 Acquisitions

During the year ended December 31, 2021, the Company did not acquire any properties from a third party.

2020 Acquisitions

The following table summarizes the property acquisitions during the year ended December 31, 2020 (dollars in thousands):

Property/Portfolio Name	Acquisition Date	Location	Property Type	Rentable Square Feet/Acres	Purchase Price (a)
155 King of Prussia Road	February 27, 2020	Radnor, PA	Land	7.75 acres	$	11,250
1505-11 Race Street	November 5, 2020	Philadelphia, PA	Office	119,763	$	9,700
250 King of Prussia Road (b)	November 30, 2020	Radnor, PA	Office	169,843	$	20,250

(a)Exclusive of transaction costs and price adjustments. See purchase price allocation table below for a breakout of the net purchase price for wholly owned properties.

(b)This property was placed into redevelopment and is therefore included within Construction-in-progress on the consolidated balance sheets.

The Company accounted for the acquisition of 1501-11 Race Street as an asset acquisition and therefore capitalized $0.3 million of acquisition related costs. The Company utilized a number of sources in making estimates of fair value (including comparative sales transactions and market leasing assumptions) for purposes of allocating the purchase price to tangible and intangible assets acquired The acquisition values have been allocated as follows (in thousands):

	1505-11 Race Street
Building, land and improvements	$	9,723
Intangible assets acquired	2,422
Below market lease liabilities assumed	(2,193)
Total unencumbered acquisition value	9,952
Amortization period of intangible assets	1.5 years
Amortization period of below market liabilities assumed	1.5 years

Dispositions

The following table summarizes the property dispositions during the years ended December 31, 2022, 2021 and 2020 (dollars in thousands):

Property/Portfolio Name	Disposition Date	Location	Property Type	Rentable Square Feet/Acres	Sales Price		Gain/(Loss) on Sale (a)
200 Barr Harbor Drive	November 22, 2022	West Conshohocken, PA	Office	86,000	$	30,500	$	8,740
11501 Burnett Road (h)	July 29, 2022	Austin, TX	Land	4.7 acres	$	32,513	$	8,340
3151 Market Street (g)	July 14, 2022	Philadelphia, PA	Leasehold Interest	0.8 acres	$	30,394	$	2,583
Gibbsboro Portfolio (f)	June 28, 2022	Gibbsboro, NJ	Office/Land	42,809/4.0 acres	$	4,100	$	831
25 M Street (e)	April 14, 2022	Washington, D.C.	Land	0.8 acres	$	29,675	$	3,836
Gateway G & H	January 20, 2022	Richmond, VA	Land	10.0 acres	$	1,600	$	897
1100 Lenox Drive	September 8, 2021	Lawrenceville, NJ	Land	5.0 acres	$	2,575	$	68
2100-2200 Lenox Drive	July 6, 2021	Lawrenceville, NJ	Land	35.2 acres	$	8,900	$	842
3025 JFK Boulevard	February 2, 2021	Philadelphia, PA	Leasehold Interest	1.0 acre	$	34,800	$	2,000
Mid-Atlantic Office Portfolio (b) (d)	December 21, 2020	Various	Office	1,128,645	$	192,943	$	15,164
One and Two Commerce Square (c)	July 21, 2020	Philadelphia, PA	Office	1,896,142	$	115,000	$	271,905
Keith Valley	June 15, 2020	Horsham, PA	Land	14.0 Acres	$	4,000	$	201
52 East Swedesford Road	March 19, 2020	Malvern, PA	Office	131,077	$	18,000	$	2,336

(a)Gain/(Loss) on Sale is net of closing and other transaction related costs.

(b)The Company sold a 60% equity interest in a portfolio of twelve suburban office properties containing an aggregate of 1.1 million square feet (“Mid-Atlantic Office Portfolio”), nine of which are located in the Pennsylvania suburbs and three of which are located in Maryland, to an unrelated third party for a gross sales price of $192.9 million. The transaction resulted in deconsolidation of the properties and formation of PA/MD NNN Office JV, LLC (“Mid-Atlantic Office JV”). The Company recorded its investment at fair value and recognized a gain of $15.2 million in “Net gain on disposition of real estate” on the consolidated statements of operations. See Note 4 “Investment in Unconsolidated Real Estate Ventures,” for further information.

(c)The Company sold a 30% preferred equity interest in two office buildings located in Philadelphia, Pennsylvania, to an unrelated third party for $115.0 million (the “Commerce Square Venture Transaction”), which resulted in deconsolidation of the properties and formation of Brandywine Commerce I LP and Brandywine Commerce II LP (collectively, the “Commerce Square Venture”). The transaction valued the properties at $600.0 million. The Company recorded its investment at fair value and recognized a gain of $271.9 million in “Net gain on disposition of real estate” on the consolidated statements of operations. See Note 4 “Investment in Unconsolidated Real Estate Ventures,” for further information.

(d)The sales price includes $4.1 million of variable consideration held in escrow that will be released to the Company over a six to nine month holdback period if certain tenants remain in compliance with certain payment terms of their lease agreements. The Company estimated the amount of the variable consideration that it deemed probable of collection and included such amount in the transaction price. The amount estimated as probable of collection was received during 2021. The Company will continue to evaluate the probability of collection on the remaining holdback and recognize any changes to the amount deemed probable as incremental gain on sale.

(e)On September 30, 2022, the Company recognized $0.4 million of additional gain on disposition of real estate.

(f)Includes $0.7 million of gain on sale of undepreciated real estate and $0.1 million of gain on disposition of real estate included within the consolidated statements of operations for the twelve months ended December 31, 2022.

(g)On July 14, 2022, the Company contributed 500,000 square feet of FAR relating to its 99-year prepaid leasehold interest at 3151 Market Street in Philadelphia, Pennsylvania, acquired on April 29, 2022, to a newly formed joint venture with an unaffiliated third party. The Company's initial deemed contribution in the project was $30.4 million and the transaction resulted in deconsolidation of the property and conversion of Brandywine 3151 Market, LP, (formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture (“3151 Market Street Venture”). The Company recorded its investment at fair value and recognized a gain, net of transaction costs, of $2.6 million, in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

(h)On July 29, 2022, the Company contributed a 4.7 acre parcel of land held for development at 11501 Burnet Road in Austin, Texas to a newly formed joint venture with an unaffiliated third party. The project is part of the Uptown ATX master development. The Company's combined contributed initial land investment in the project was $32.5 million and the transaction resulted in the deconsolidation of the property and formation of Brandywine Uptown Office LLC and Brandywine One Uptown Multifamily LLC, (together, “One Uptown Ventures)”). The Company recorded its investment at fair value and recognized a gain of $8.3 million in “Net gain on disposition of real estate” on the consolidated statements of operations. Gain on sale of $8.3 million is calculated as the difference between the estimated relative sales value of the contributed land and the estimated total cost allocations per block. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

3025 JFK Venture

In addition, on February 2, 2021, the Company contributed its investment in a 99-year prepaid leasehold interest in a one-acre land parcel held for development at 3025 JFK Boulevard in Philadelphia, Pennsylvania to a newly formed joint venture with an unaffiliated third party. The project is part of the Schuylkill Yards master development. The Company's investment in the project was valued at $34.8 million and the transaction resulted in deconsolidation of the property and conversion of Brandywine Opportunity Fund, L.P. (formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture (“3025 JFK Venture”). The Company recorded its investment at fair value and recognized a gain of $2.0 million in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

3151 Market Venture

On July 14, 2022, the Company contributed 500,000 square feet of FAR relating to its 99-year prepaid leasehold interest at 3151 Market Street in Philadelphia, Pennsylvania, acquired on April 29, 2022, to a newly formed joint venture with an unaffiliated third party. The Company's initial deemed contribution in the project was $30.4 million and the transaction resulted in deconsolidation of the property and conversion of Brandywine 3151 Market, LP, (formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture (“3151 Market Street Venture”). The Company recorded its investment at fair value and recognized a gain, net of transaction costs, of $2.6 million, in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

Subsequent to December 31, 2022, the Company contributed an additional 200,000 square feet of FAR density, usable pursuant to the Schuylkill Yards Project master development agreement to the 3151 Market Street Venture pursuant to amendment to the partnership agreement. The Company deconsolidated the prepaid ground lease of $7.8M and recorded its investment in the 3151 Market Street Venture at fair value and recognized a gain, net of transaction costs, of $0.8 million.

Held for Use Impairment

During the year ended December 31, 2022, the Company recognized an impairment loss totaling approximately $4.7 million on a property located in the Metropolitan Washington, D.C. segment. The Company’s estimated fair value, is considered Level 3 in accordance with ASC 820, and was based on a pending offer form a third party to acquire the property and the subsequent execution of a purchase and sale agreement.

Held for Sale

As of December 31, 2022, the Company had no assets held for sale.

As of December 31, 2021, the Company determined that the sale of two adjacent parcels of land within the Other segment totaling 10.0 acres was probable and classified these properties as held for sale. As such, $0.6 million was classified as Assets held for sale, net” on the consolidated balance sheets. The Company closed on the sale of the two parcels of land on January 20, 2022 for an aggregate sales price of $1.6 million.

As of December 31, 2020, the Company determined that the sale of two parcels of land within the Other segment totaling 35.2 acres was probable and classified these properties as held for sale. As such, $7.3 million was classified as “Assets held for sale, net” on the consolidated balance sheets as of December 31, 2020.

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

As of December 31, 2022, the Company held ownership interests in twelve unconsolidated real estate ventures for a net aggregate investment balance of $532.2 million, which includes a negative investment balance in one unconsolidated real estate venture of $35.4 million, reflected within “Other liabilities” on the consolidated balance sheets. As of December 31, 2022, five of the real estate ventures owned properties that contained an aggregate of approximately 9.1 million net rentable square feet of office space; two real estate ventures owned 1.4 acres of land held for development; four real estate venture owned 7.5 acres of land in active development; and one real estate venture owned a mixed used tower comprised of 250 apartment units and 0.2 million net rentable square feet of office/retail space.

The Company accounts for its interests in the unconsolidated real estate ventures, which range from 15% to 70%, using the equity method. Certain of the unconsolidated real estate ventures are subject to specified priority allocations of distributable cash.

The Company earned management fees from the unconsolidated real estate ventures of $8.2 million, $8.1 million and $4.7 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company earned leasing commissions from the unconsolidated real estate ventures of $2.5 million, $3.8 million and $1.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company had outstanding accounts receivable balances from the unconsolidated real estate ventures of $2.9 million and $2.5 million as of December 31, 2022 and 2021, respectively.

The amounts reflected in the following tables (except for the Company’s share of equity in income) are based on the financial information of the individual unconsolidated real estate ventures. The Company records operating losses of a real estate venture in excess of its investment balance if the Company is liable for the obligations of the real estate venture or is otherwise committed to provide financial support to the real estate venture.

The Company’s investment in the unconsolidated real estate ventures as of December 31, 2022 and 2021, and the Company’s share of the unconsolidated real estate ventures’ income (loss) for the years ended December 31, 2022, 2021, and 2020 was as follows (in thousands):

	Ownership Percentage	Carrying Amount				Company's Share of unconsolidated real estate venture Income (Loss)						Unconsolidated Real Estate Venture Debt at 100%, gross
		2022		2021		2022		2021		2020		2022		2021
Office Properties
Commerce Square Venture	70% (a)	$	238,105	$	247,798	$	(12,128)	$	(15,501)	$	(9,150)	$	206,737	$	213,069
Mid-Atlantic Office Venture	40% (a)	31,005		31,680		412		932		96		128,904		123,015
Brandywine - AI Venture LLC	50%	—		—		—		(721)		185		—		—
Herndon Innovation Center Metro Portfolio Venture, LLC	15%	15,304		15,844		(536)		(174)		(358)		207,302		207,302
MAP Venture (b)	50%	(35,411)		(24,396)		(8,340)		(8,683)		(6,570)		182,053		184,263
Cira Square	20%	27,815		—		(985)		—		—		257,700		—
Other
4040 Wilson Venture (c)	50%	29,633		31,059		(1,211)		(2,258)		(2,162)		145,070		145,000
1919 Venture (d)	50%	—		13,791		1,392		427		59		—		88,860
Development Properties
3025 JFK Venture (c)	55%	57,630		56,370		(35)		(118)		—		60,118		—
JBG - 51 N Street (c)	70%	21,208		21,213		(382)		(402)		(457)		—		—
JBG - 1250 First Street Office (c)	70%	17,759		17,751		(195)		(199)		(227)		—		—
3151 Market Street Venture (c)	55%	63,751		—		(8)		—		—		—		—
One Uptown - Office (c)	50%	34,980		—		—		—		—		16,895		—
One Uptown - Multifamily (c)	50%	30,445		—		—		—		—		—		—
		$	532,224	$	411,110	$	(22,016)	$	(26,697)	$	(18,584)	$	1,204,779	$	961,509

(a)Ownership percentage represents the Company’s combined interest including preferred and common equity holdings. See “Commerce Square Venture” and “Mid-Atlantic Office JV” sections below for more information.

(b)Included within “Other Liabilities” on the consolidated balance sheet.

(c)This entity is a VIE.

(d)On November 30, 2022, the Company sold its interest in 1919 Venture. See “1919 Venture” sections for more information on the disposal.

The following is a summary of the financial position of the unconsolidated real estate ventures in which the Company held interests as of December 31, 2022 and December 31, 2021 (in thousands):

	December 31, 2022		December 31, 2021
Net property	$	2,117,226	$	1,563,263
Other assets	506,213		434,687
Other liabilities	446,101		331,947
Debt, net	1,198,213		956,668
Equity (a)	979,125		709,335

(a)This amount does not include the effect of the basis difference between the Company's historical cost basis and the basis recorded at the real estate venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from the impairment of investments, purchases of third party interests in existing real estate ventures and upon the transfer of assets that were previously owned by the Company into a real estate venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the real estate venture level.

The following is a summary of results of operations of the unconsolidated real estate ventures in which the Company held interests during the twelve-month periods ended December 31, 2022, 2021 and 2020 (in thousands):

	Year Ended December 31,
	2022		2021		2020
Revenue	$	244,981	$	214,792	$	150,276
Operating expenses	(124,608)		(117,273)		(85,812)
Interest expense, net	(49,007)		(30,569)		(22,661)
Depreciation and amortization	(103,378)		(97,147)		(70,805)
Provision for impairment	—		(1,393)		—
Net loss	$	(32,012)	$	(31,590)	$	(29,002)
Ownership interest %	Various		Various		Various
Company's share of net loss	$	(21,594)	$	(25,972)	$	(18,540)
Basis adjustments and other	(422)		(725)		(44)
Equity in loss of unconsolidated real estate ventures	$	(22,016)	$	(26,697)	$	(18,584)

As of December 31, 2022, the aggregate principal payments of the unconsolidated real estate ventures recourse and non-recourse debt payable to third-parties are as follows (in thousands):

2023	$	388,789
2024	593,907
2025	60,118
2026	161,965
2027	—
Thereafter	—
Total principal payments	1,204,779
Net deferred financing costs	(6,837)
Net original issue premium	271
Outstanding indebtedness	$	1,198,213

One Uptown Ventures

On December 1, 2021, the Company established the One Uptown Ventures with affiliates of Canyon Partners Real Estate to commence development of One Uptown, a $335.6 million mixed-use project in Austin, Texas. One Uptown has been designed to deliver 348,000 square feet of Class-A workspace and 15,000 square feet of street-level retail space (through the “office” joint venture) and 341 apartment residences and a public park (through the “multifamily” joint venture) and a six-

story parking garage to be shared by the two joint ventures. The Company's partner in each of the two joint ventures has agreed, subject to customary funding conditions, including closing of the applicable construction loan, to fund approximately $64.5 million of the combined project costs in exchange for a 50% preferred equity interest in each of the two joint ventures, with the Company retaining a 50% common equity interest in each. Under the terms of each of the joint venture agreements, the joint venture partner had no obligation to fund any portion of the applicable project costs until the closing of the applicable construction loan. The absence of this obligation prevented Company from meeting the sale recognition criteria of ASC 606 until the applicable closings of the construction loans. On July 29, 2022, the One Uptown Ventures closed on two separate construction loans. The office joint venture closed on a $121.7 million construction loan which bears interest at Secured Overnight Offering Rate (“SOFR”) plus 3.00% and the multifamily joint venture closed on an $85.0 million construction loan which bears interest at SOFR plus 2.45%, plus, in each case, a daily SOFR adjustment of 10 basis points. Both loans mature in July 2026. The Company has also provided a carry guarantee and limited payment guarantee up to 30% and 15% of the principal balance of the $121.7 million and $85 million construction loan, respectively. The Company subsequently recognized the formation of the joint ventures and deconsolidated the projects upon the closing of the loans.

The Company has determined that the each of the One Uptown Ventures is a VIE. As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the One Uptown Ventures. Based upon each member's shared power over the activities of the One Uptown Ventures under the operating and related agreements, and the Company's lack of control over the development and construction phases of the project, the One Uptown Ventures are accounted for under the equity method of accounting.

3151 Market Street Venture

On July 14, 2022, the Company formed a joint venture, with an unaffiliated third party, to develop a life science/office building containing approximately 417,000 rentable square feet under a long-term ground lease located at 3151 Market Street in Philadelphia, Pennsylvania. The estimated project cost is approximately $308 million, and the joint venture partner has agreed, subject to customary funding conditions, to fund up to approximately $55 million of the project costs in exchange for a 45% preferred equity interest in the venture.

The Company has determined that the 3151 Market Street Venture is VIE. As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the 3151 Market Street Venture. Based upon each member's shared power over the activities of the 3151 Market Street Venture under the operating and related agreements, and the Company's lack of control over the development and construction phases of the project, 3151 Market Street Venture is accounted for under the equity method of accounting.

Cira Square

On March 17, 2022, the Company formed a joint venture, Cira Square REIT, LLC (“Cira Square Venture”), for the purpose of acquiring Cira Square, an office property located at 2970 Market Street in Philadelphia, Pennsylvania containing 862,692 rentable square feet for a gross purchase price of $383.0 million. The Company owns a 20% common equity interest in Cira Square Venture and provided an initial capital contribution of $28.6 million on the closing date.

On the closing date, Cira Square Venture obtained $257.7 million of third-party debt financing secured by the property. The loan bears interest at 3.50% over one-month term SOFR per annum capped at at total maximum interest rate of 6.75% per annum, and matures in March 2024.

Based on the facts and circumstances at the formation of Cira Square Venture, the Company determined that the venture is not a VIE in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate Cira Square Venture. Based upon each member's substantive participating rights over the activities of Cira Square Venture under the operating and related agreements, it is not consolidated by the Company, and is accounted for under the equity method of accounting.

4040 Wilson Venture

The 4040 Wilson LLC Venture (“4040 Wilson”) consists of one property containing an aggregate of 225,000 square feet of office/retail and 250 apartment units, located in the Metropolitan Washington, D.C. segment. The Company and its partner each own a 50% interest in 4040 Wilson. The residential component and office/retail portion of 4040 Wilson were

substantially complete and placed into service during the first quarter of 2020 and the first quarter of 2021, respectively. During the fourth quarter of 2021, 4040 Wilson refinanced the $150.0 million secured construction loan into a $155.0 million mortgage loan secured by the property. The interest rate on this loan is 1.8% over term SOFR and matures in December 2026. Effective January 3, 2023, this debt is swapped to a fixed rate of 5.70% through the maturity of the loan.

Brandywine - AI Venture

During the year ended December 31, 2021, Brandywine - AI Venture, recorded a $1.4 million held for sale impairment charge related to 3141 Fairview Park Drive. The Company’s share of the impairment charge was $0.7 million, which is reflected in “Equity in loss of Real Estate Ventures” in the consolidated statements of operations for the year ended December 31, 2021. The impairment was measured based on an executed sale agreement with a third-party. The Company determined that its investment in the real estate venture is not impaired as the Company's share of the distributable cash is in excess of the Company's basis in the real estate venture. On November 9, 2021, BDN AI Venture sold 3141 Fairview Park Drive, the last remaining office property, totaling 183,618 rentable square feet in Falls Church, Virginia, at an aggregate sales price of $27.6 million. The Company received cash proceeds of $12.6 million after closing costs. The Company recorded an $3.0 million gain within the caption “Net gain on real estate venture transactions” within its consolidated statements of operations for the year ended December 31, 2021 upon liquidation of the venture.

During 2019, BDN - AI Venture recorded a $5.6 million held for use impairment charge related to 3141 Fairview Park Drive. The Company’s share of the impairment charge was $2.8 million which is reflected in “Equity in loss of unconsolidated real estate ventures” in the consolidated statements of operations for the year ended December 31, 2019. The impairment was measured based on an appraisal of the property performed by a third party. The Company determined that its investment in the real estate venture was not impaired as the Company's share of the distributable cash was in excess of the Company's basis in the real estate venture.

During 2019, BDN - AI Venture transferred an office building located in Falls Church, Virginia containing 180,659 rentable square feet to the mortgage lender in full satisfaction of the lender’s outstanding $26.0 million mortgage loan. The mortgage loan was nonrecourse to the Company. The Company recognized its $2.2 million share of the gain on debt forgiveness in “Net gain on real estate venture transactions” in the consolidated statements of operations for the year ended December 31, 2019.

3025 JFK Venture

On February 2, 2021, the Company contributed its investment in a 99-year prepaid leasehold interest in a one-acre land parcel held for development at 3025 JFK Boulevard in Philadelphia, Pennsylvania to the 3025 JFK Venture. The Company's initial investment in this real estate venture at February 2, 2021 was $34.8 million. The real estate venture was formed to develop a 570,000 square foot mixed-use building at property under the long-term ground lease. The estimated project cost is approximately $287.3 million, and the joint venture partner agreed, subject to customary funding conditions, to fund up to approximately $45.2 million of the project costs in exchange for a 45% preferred equity interest in the venture and the Company will retain a 55% preferred equity interest.

On July 23, 2021, the 3025 JFK Venture closed on a $186.7 million construction loan, which bears interest at 3.50% plus LIBOR (subject to a LIBOR floor of 0.25%) per annum and matures in July 2025. In addition to its $34.8 million credit for contribution of the leasehold interest at 3025 JFK Venture, the Company has funded $20.5 million of project costs as of December 31, 2022. The remaining project costs will be funded by the joint venture partner and the construction loan.

The Company has determined that the 3025 JFK Venture is a VIE. As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the 3025 JFK Venture. Based upon each member’s shared power over the activities of 3025 JFK Venture under the operating and related agreements, and the Company’s lack of control over the development and construction phases of the project, 3025 JFK Venture is accounted for under the equity method of accounting.

Mid-Atlantic Office JV

On December 21, 2020, the Company contributed a portfolio of twelve properties containing an aggregate of 1,128,645 square feet, nine of which are located in the Pennsylvania suburbs segment and three located in the Metropolitan Washington, D.C segment, to the Mid-Atlantic Office JV, for a gross sales price of $192.9 million. After the transaction, the Company owns approximately 25% of the equity interest in the Mid-Atlantic Office JV through a $20.0 million preferred equity holding and approximately 15% of the equity interest through a common equity interest (representing 20% of the total

common equity), for a combined approximately 40% equity interest in the venture. On the closing date, Mid-Atlantic Office JV also obtained $147.4 million of third-party debt financing secured by the twelve properties within the venture, with an initial advance of $120.8 million. The remaining funds available under the loan are $18.5 million. The loan bears interest at LIBOR + 3.15% capped at a total maximum interest rate of 5.7% and matures on January 9, 2024.

Commerce Square Venture

On July 21, 2020, the Company sold a 30% preferred equity interest in the entities that own One Commerce Square and Two Commerce Square, two office properties containing 1,896,142 square feet in Philadelphia, Pennsylvania. After the transaction, the Company owns approximately 32% of the equity interest in Commerce Square Venture through preferred equity interest holdings and approximately 38% of the equity interest in Commerce Square Venture as the sole common equity holder, for a combined approximately 70% equity interest in the venture. The properties held by the venture remain encumbered by the existing mortgages.

Herndon Innovation Center Metro Portfolio Venture, LLC

The Herndon Innovation Center Metro Portfolio Venture, LLC (“Herndon Innovation Center”) consists of eight properties containing an aggregate of 1,293,197 square feet, located in the Metropolitan Washington, D.C. segment. The Company and its partner own 15% and 85% interests in the Herndon Innovation Center, respectively.

MAP Venture

The MAP Venture owns 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 (“MAP Venture”). The MAP Venture leases the land parcels under the 58 office properties through a ground lease that extends through February 2115. Annual payments by the MAP Venture, as tenant under the ground lease, initially total $11.9 million and increase 2.5% annually through November 2025. Thereafter, annual rental payments increase by 2.5% or CPI at the discretion of the lessor.

1919 Venture

On November 30, 2022, the Company sold its 50% ownership interest in the 1919 Venture for a gross sales price of $83.2 million, a portion of which satisfied in full the $44.4 million outstanding loan between the Company and the venture. The Company recorded a gain on sale of $26.7 million with the caption “Net gain on real estate venture transactions” within its consolidated statement of operations for the year ended December 31, 2022.

JBG Ventures

JBG Ventures consists of 51 N 50 Patterson, Holdings, LLC Venture (“51 N Street”) and 1250 First Street Office, LLC Venture (“1250 First Street”), with the Company owning a 70.0% equity interest and JBG/DC Manager, LLC (“JBG”) owning a 30.0% equity interest in each of the two ventures. 51 N Street owns 0.9 acres of undeveloped land and 1250 First Street, owns 0.5 acres of undeveloped land.

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DEBT AND PREFERRED EQUITY INVESTMENTS

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

DEBT AND PREFERRED EQUITY INVESTMENTS

5. DEBT AND PREFERRED EQUITY INVESTMENTS

Austin Preferred Equity Investment

On December 31, 2020, the Company invested $50.0 million in exchange for a preferred equity interest in a single-purpose entity that owned two stabilized office buildings located in Austin, Texas. The Company accounted for this mandatorily redeemable investment as a note receivable, which was included within “Other assets” on the consolidated balance sheets.The preferred equity interest accrued a 9.0% annual return, compounded and paid monthly. The investment was required to be redeemed no later than December 31, 2023 (subject to a one-year extension option). On September 3, 2021, the $50.0 million investment was redeemed prior to maturity. As a result, the Company recognized an incremental $2.8 million of income on early redemption related to its accelerated minimum return and exit fees paid in cash on the redemption date during the three months ended September 30, 2021, which is included in “Interest and investment income” on the consolidated statements of operations.

1919 Venture Note ReceivableDuring 2018, each of the Company and the other equity partner in 1919 Venture, then an unconsolidated real estate venture, provided a $44.4 million mortgage loan to 1919 Venture and, as a result, the Company recorded a $44.4 million related-party note receivable from 1919 Venture, which bore interest at a fixed 4.0% per annum interest rate with a scheduled maturity on June 25, 2023. The $44.4 million note was repaid in full upon the sale of the Company's 50% ownership interest in 1919 Venture on November 30, 2022. See Note 4 “Investment in Unconsolidated Real Estate Ventures” for further information regarding 1919 Venture.

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LEASES

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

6. LEASES

Lessor Accounting

The Company leases properties to tenants under operating leases with various expiration dates. Future contractual lease payments under operating leases at December 31, 2022 are as follows (in thousands):

Year
2023	$	347,142
2024	344,641
2025	325,166
2026	304,102
2027	263,532
Thereafter	1,041,686

Lessee Accounting

As of December 31, 2022, the Company is the lessee under six long-term ground leases classified as “operating leases” in the consolidated balance sheets. Certain of the Company’s ground leases contain extension options and the Company considered all relevant factors in determining if it was reasonably certain that it would exercise such extension options. The Company concluded that it was not reasonably certain that it would exercise the extension options and, therefore, has not included the extension period in the remaining lease terms. With the exception of certain ground leases that are subject to rent increases periodically based on the CPI index, all lease payments under the ground lease are fixed.

The table below summarizes the Company’s operating lease cost (in thousands) recognized through “Property operating expenses” on the consolidated statements of operations (in thousands):

	Year Ended December 31,
Lease Cost	2022			2021
Fixed lease cost	$	2,100		$	2,100
Variable lease cost	67			43
Total	$	2,167		$	2,143
Weighted-average remaining lease term (years)	54.6			55.2
Weighted-average discount rate	6.3		%	6.3		%

Lease payments by the Company under the terms of all noncancellable ground leases of land are expensed on a straight-line basis regardless of when payments are due. The Company’s ground leases, excluding prepaid ground leases, have remaining lease terms ranging from 7 to 62 years. Lease payments on noncancellable leases at December 31, 2022 are as follows (in thousands):

Year	Minimum Rent
2023	$	1,263
2024	1,305
2025	1,321
2026	1,338
2027	1,355
Thereafter	106,437
Total lease payments	$	113,019
Less: Imputed interest	89,853
Present value of operating lease liabilities	$	23,166

The Company obtained ground tenancy rights related to three properties in Philadelphia, Pennsylvania, which provide for contingent rent participation by the lessor in certain capital transactions and net operating cash flows of the properties after certain returns are achieved by the Company. Such amounts, if any, will be reflected as contingent rent when incurred. The ground leases also provide for payment by the Company of certain operating costs relating to the land, primarily real estate taxes. The above schedule of future minimum rental payments does not include any contingent rent amounts or any reimbursed expenses.

LEASES

6. LEASES

Lessor Accounting

The Company leases properties to tenants under operating leases with various expiration dates. Future contractual lease payments under operating leases at December 31, 2022 are as follows (in thousands):

Year
2023	$	347,142
2024	344,641
2025	325,166
2026	304,102
2027	263,532
Thereafter	1,041,686

Lessee Accounting

As of December 31, 2022, the Company is the lessee under six long-term ground leases classified as “operating leases” in the consolidated balance sheets. Certain of the Company’s ground leases contain extension options and the Company considered all relevant factors in determining if it was reasonably certain that it would exercise such extension options. The Company concluded that it was not reasonably certain that it would exercise the extension options and, therefore, has not included the extension period in the remaining lease terms. With the exception of certain ground leases that are subject to rent increases periodically based on the CPI index, all lease payments under the ground lease are fixed.

The table below summarizes the Company’s operating lease cost (in thousands) recognized through “Property operating expenses” on the consolidated statements of operations (in thousands):

	Year Ended December 31,
Lease Cost	2022			2021
Fixed lease cost	$	2,100		$	2,100
Variable lease cost	67			43
Total	$	2,167		$	2,143
Weighted-average remaining lease term (years)	54.6			55.2
Weighted-average discount rate	6.3		%	6.3		%

Lease payments by the Company under the terms of all noncancellable ground leases of land are expensed on a straight-line basis regardless of when payments are due. The Company’s ground leases, excluding prepaid ground leases, have remaining lease terms ranging from 7 to 62 years. Lease payments on noncancellable leases at December 31, 2022 are as follows (in thousands):

Year	Minimum Rent
2023	$	1,263
2024	1,305
2025	1,321
2026	1,338
2027	1,355
Thereafter	106,437
Total lease payments	$	113,019
Less: Imputed interest	89,853
Present value of operating lease liabilities	$	23,166

The Company obtained ground tenancy rights related to three properties in Philadelphia, Pennsylvania, which provide for contingent rent participation by the lessor in certain capital transactions and net operating cash flows of the properties after certain returns are achieved by the Company. Such amounts, if any, will be reflected as contingent rent when incurred. The ground leases also provide for payment by the Company of certain operating costs relating to the land, primarily real estate taxes. The above schedule of future minimum rental payments does not include any contingent rent amounts or any reimbursed expenses.

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DEFERRED COSTS

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

DEFERRED COSTS

7. DEFERRED COSTS

As of December 31, 2022 and 2021, the Company’s deferred costs were comprised of the following (in thousands):

	December 31, 2022
	Total Cost		Accumulated Amortization		Deferred Costs, net
Leasing costs	$	155,457	$	(62,920)	$	92,537
Financing costs - Unsecured Credit Facility	4,688		(586)		4,102
Total	$	160,145	$	(63,506)	$	96,639

	December 31, 2021
	Total Cost		Accumulated Amortization		Deferred Costs, net
Leasing costs	$	143,895	$	(57,445)	$	86,450
Financing costs - Unsecured Credit Facility	6,299		(5,887)		412
Total	$	150,194	$	(63,332)	$	86,862

During the years ended December 31, 2022, 2021 and 2020, the Company capitalized internal direct leasing costs of $3.0 million, $2.1 million, and $1.6 million, respectively.

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INTANGIBLE ASSETS AND LIABILITIES

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND LIABILITIES

8. INTANGIBLE ASSETS AND LIABILITIES

As of December 31, 2022 and 2021, the Company’s intangible assets/liabilities were comprised of the following (in thousands):

	December 31, 2022
	Total Cost		Accumulated Amortization		Intangible Assets, net
Intangible assets, net:
In-place lease value	$	55,715	$	(37,437)	$	18,278
Tenant relationship value	167		(104)		63
Above market leases acquired	331		(221)		110
Total intangible assets, net	$	56,213	$	(37,762)	$	18,451
	Total Cost		Accumulated Amortization		Intangible Liabilities, net
Intangible liabilities, net:
Below market leases acquired	$	20,985	$	(10,663)	$	10,322

	December 31, 2021
	Total Cost		Accumulated Amortization		Intangible Assets, net
Intangible assets, net:
In-place lease value	$	72,376	$	(44,066)	$	28,310
Tenant relationship value	167		(97)		70
Above market leases acquired	486		(310)		176
Total intangible assets, net	$	73,029	$	(44,473)	$	28,556
	Total Cost		Accumulated Amortization		Intangible Liabilities, net
Intangible liabilities, net:
Below market leases acquired	$	27,025	$	(14,044)	$	12,981

For the years ended December 31, 2022, 2021, and 2020, the Company accelerated the amortization of intangible assets by approximately $0.4 million, $3.6 million, and $0.3 million, respectively, as a result of tenant move-outs prior to the end of the associated lease term. For the years ended December 31, 2022, 2021, and 2020 the Company accelerated the amortization of approximately $0.1 million, $0.6 million, and $0.1 million of intangible liabilities as a result of tenant move-outs.

As of December 31, 2022, the Company’s annual amortization for its intangible assets/liabilities, assuming no prospective early lease terminations, was as follows (dollars in thousands):

	Assets		Liabilities
2023	$	6,573	$	1,516
2024	4,332		1,305
2025	3,154		1,029
2026	1,094		739
2027	809		623
Thereafter	2,489		5,110
Total	$	18,451	$	10,322

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DEBT OBLIGATIONS

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT OBLIGATIONS

9. DEBT OBLIGATIONS

The following table sets forth information regarding the Company’s consolidated debt obligations outstanding as of December 31, 2022 and 2021 (in thousands):

	December 31, 2022		December 31, 2021		Effective Interest Rate	Maturity Date
UNSECURED DEBT
$600 million Unsecured Credit Facility	$	88,500	$	23,000	SOFR + 1.15%	June 2026
Unsecured Term Loan	250,000		250,000		SOFR + 1.30%	June 2027	(a)
$350.0M 3.95% Guaranteed Notes due 2023	54,301		350,000		3.87%	February 2023	(b)
$350.0M 4.10% Guaranteed Notes due 2024	350,000		350,000		3.78%	October 2024
$450.0M 3.95% Guaranteed Notes due 2027	450,000		450,000		4.03%	November 2027
$350.0M 7.55% Guaranteed Notes due 2028	350,000		—		7.73%	March 2028
$350.0M 4.55% Guaranteed Notes due 2029	350,000		350,000		4.30%	October 2029
Indenture IA (Preferred Trust I)	27,062		27,062		LIBOR + 1.25%	March 2035
Indenture IB (Preferred Trust I)	25,774		25,774		LIBOR + 1.25%	April 2035
Indenture II (Preferred Trust II)	25,774		25,774		LIBOR + 1.25%	July 2035
Principal balance outstanding	1,971,411		1,851,610
Plus: original issue premium (discount), net	2,934		8,187
Less: deferred financing costs	(9,307)		(6,211)
Total unsecured indebtedness	$	1,965,038	$	1,853,586

(a)On November 23, 2022, the unsecured term loan of $250.0 million was swapped to a fixed rate of 5.01% and matures on June 30, 2027. The effective date of the swap is January 31, 2023.

(b)Remaining balance was redeemed on January 20, 2023.

The Parent Company unconditionally guarantees the unsecured debt obligations of the Operating Partnership (or is a co-borrower with the Operating Partnership) but does not by itself incur unsecured indebtedness. The Parent Company has no material assets other than its investment in the Operating Partnership.

Unsecured Credit Facility and Unsecured Term Loan

On June 30, 2022, the Company entered into the Second Amended and Restated Credit Agreement (as amended and restated, the “2022 Credit Agreement”). The 2022 Credit Agreement among other things: (i) maintains the total commitment under the line credit of $600.0 million (the “Revolving Credit Facility”) and provides an unsecured term loan in the initial amount of $250.0 million (the “Term Loan”) with a scheduled maturity date of June 30, 2027; (ii) extended the maturity date of the Revolving Credit Facility from July 15, 2022 to June 30, 2026, with two six-month extensions at the Company’s election subject to specified conditions and subject to payment of an extension fee; (iii) reduced the interest rate margins applicable to SOFR revolving loans; and (iv) provides for an additional interest rate option based on a floating SOFR rate. In connection with the amendments, the Company capitalized $4.7 million and $2.0 million in financing costs, related to the Revolving Credit Facility and the Term Loan, respectively. The financing costs will be amortized through the maturity dates for each of the Revolving Credit Facility and the Term Loan. Upon closing of the 2022 Credit Agreement, the Term Loan was funded in full and the proceeds thereof, together with cash on hand, were used to prepay in full the Company’s unsecured term loan (“Term Loan C”) in the principal amount of $250.0 million, together with accrued and unpaid interest thereon. Term Loan C was scheduled to mature on October 8, 2022.

Under the 2022 Credit Agreement, the Company may, subject to specified terms and conditions (including receipt of commitments from one or more lenders, whether or not currently parties to the 2022 Credit Agreement), elect to increase the amount of the Revolving Credit Facility and/or Term Loan or request one or more new pari passu tranches of unsecured term loans (each, an “Incremental Facility”), provided that the aggregate amount of all such increases is limited to $500.0 million. Up to $50.0 million of borrowing availability under the 2022 Credit Agreement is available for the issuance of letter of credits.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to either (i) the SOFR rate plus a margin of 72.5 to 140 basis points, or (ii) a base rate plus a margin of 0 to 40 basis points: and the Term Loan and borrowings under an Incremental Facility bear interest at a rate equal to either (i) the SOFR rate plus a margin of 80 to 160 basis points, or (ii) a base rate plus a margin of 0 to 60 basis points. The applicable margin will be determined based upon the unsecured senior debt rating of the Operating Partnership or the absence of such a rating. The Company also pays a quarterly facility fee on the

total commitments under the Revolving Credit Facility. As of September 30, 2022, based on the Operating Partnership's unsecured senior debt rating, the applicable margin for SOFR revolving loans under the Revolving Credit Facility was 105 basis points (excluding the applicable facility fee rate of 25 basis points) and was 120.0 basis points for the Term Loan, plus, in each case, a daily SOFR adjustment of 10 basis points.

The terms of the 2022 Credit Agreement require that the Company maintain customary financial and other covenants, including: (i) a fixed charge coverage ratio greater than or equal to 1.5 to 1.00; (ii) a leverage ratio less than or equal to 0.60 to 1.00, subject to specified exceptions; (iii) a ratio of unsecured indebtedness to unencumbered asset value less than or equal to 0.60 to 1.00, subject to specified exceptions; (iv) a ratio of secured indebtedness to total asset value less than or equal to 0.40 to 1.00; and (v) a ratio of unencumbered cash flow to interest expense on unsecured debt greater than 1.75 to 1.00. In addition, the 2022 Credit Agreement restricts payments of dividends and distributions on shares in excess of 95% of the Company's funds from operations (FFO) except to the extent necessary to enable the Company to continue to qualify as a REIT for federal income tax purposes.

The Company had $88.5 million of borrowings under the Revolving Credit Facility as of December 31, 2022. During the twelve months ended December 31, 2022, the weighted-average interest rate on Revolving Credit Facility borrowings was 3.04% resulting in $5.6 million of interest expense. During the twelve months ended December 31, 2021 weighted-average interest rate on Revolving Credit Facility borrowings was 1.21% resulting in $0.4 million of interest expense.

Guaranteed Notes due 2028

On December 13, 2022, the Company completed an underwritten offering of $350.0 million aggregate principal amount of its 7.55% Guaranteed Notes due 2028 (the “2028 Notes”). The 2028 Notes were priced at 99.06% of their face amount and have been reflected net of a discount of approximately $3.3 million in the consolidated balance sheet as of December 31, 2022. The Company received approximately $344.6 million of proceeds after the deduction for underwriting discounts and offering expenses.

Guaranteed Notes due 2023

On December 20, 2022, the Company used a portion of the net proceeds from the offering of the 2028 Notes to repurchase $295.7 million aggregate principal amount of its outstanding 3.95% guaranteed notes due 2023 (the “2023 Notes”), through a tender offer, together with $4.1 million of accrued and unpaid interest thereon. The Company recognized a $0.4 million loss on early extinguishment of debt related to the total repurchase. On January 20, 2023, the Company completed the redemption of the remaining $54.3 million aggregate principal amount of the 2023 Notes. See Note 21, “Subsequent Events” for further information regarding the redemption.

The Company was in compliance with all financial covenants as of December 31, 2022. Certain of the covenants restrict the Company’s ability to obtain alternative sources of capital.

As of December 31, 2022, the aggregate scheduled principal payments on the Company's debt obligations were as follows (in thousands):

2023	$	54,301
2024	350,000
2025	—
2026	88,500
2027	700,000
Thereafter	778,610
Total principal payments	1,971,411
Net unamortized premiums/(discounts)	2,934
Net deferred financing costs	(9,307)
Outstanding indebtedness	$	1,965,038

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FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company determined the fair values disclosed below using available market information and discounted cash flow analyses as of December 31, 2022 and 2021, respectively. The discount rate used in calculating fair value is the sum of the current risk free rate and the risk premium on the date of measurement of the instruments or obligations. Considerable judgment is necessary to interpret market data and to develop the related estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize upon disposition. The use of different estimates and valuation methodologies may have a material effect on the fair value amounts shown. The Company believes that the carrying amounts reflected in the consolidated balance sheets at December 31, 2022 and 2021 approximate the fair values for cash and cash equivalents, accounts receivable, other assets and liabilities, accounts payable and accrued expenses because they are short-term in duration.

The following are financial instruments for which the Company’s estimates of fair value differ from the carrying amounts (in thousands):

	December 31, 2022				December 31, 2021
	Carrying Amount (a)		Fair Value		Carrying Amount (a)		Fair Value
Unsecured notes payable	$	1,549,760	$	1,411,351	$	1,502,368	$	1,588,780
Variable rate debt	$	415,278	$	386,988	$	351,218	$	344,754
Notes receivable (b)	$	—	$	—	$	44,430	$	45,230

(a)Net of deferred financing costs of $7.5 million and $5.8 million for unsecured notes payable, $1.8 million and $0.4 million for variable rate debt as of December 31, 2022 and December 31, 2021, respectively.

(b)For further detail, refer to Note 5 “Debt and Preferred Equity Investments.”

The Company used quoted market prices as of December 31, 2022 and December 31, 2021 to value the unsecured notes payable and, as such, categorized them as Level 2.

The inputs utilized to determine the fair value of the Company’s variable rate debt are categorized as Level 3. The fair value of the variable rate debt was determined using a discounted cash flow model that considered borrowing rates available to the Company for loans with similar terms and characteristics.

The inputs utilized to determine fair value of the Company's notes receivable are unobservable and, as such, were categorized as Level 3. Fair value was determined using a discounted cash flow model that considered the contractual interest and principal payments discounted at a blended interest rate of the notes receivable.

For the Company’s Level 3 financial instruments for which fair value is disclosed, an increase in the discount rate used to determine fair value would result in a decrease to the fair value. Conversely, a decrease in the discount rate would result in an increase to the fair value.

Disclosure about the fair value of financial instruments is based upon pertinent information available to management as of December 31, 2022 and December 31, 2021. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts were not comprehensively revalued for purposes of these financial statements since December 31, 2022. Current estimates of fair value may differ from the amounts presented herein.

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DERIVATIVE FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

11. DERIVATIVE FINANCIAL INSTRUMENTS

Use of Derivative Financial Instruments

The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks through derivative financial instruments.

The Company formally assesses, both at the inception of a hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively for either the entire hedge or the portion of the hedge that is determined to be ineffective. The related ineffectiveness would be charged to the consolidated statement of operations.

The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

To comply with the provisions of the accounting standard for fair value measurements and disclosures, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2022 and December 31, 2021. The notional amounts provide an indication of the extent of the Company’s involvement in these instruments at that time but do not represent exposure to credit, interest rate or market risks (amounts presented in thousands).

Hedge Product	Hedge Type	Designation		Notional Amount				Strike		Trade Date	Maturity Date	Fair value
				12/31/2022		12/31/2021						12/31/2022		12/31/2021
Assets
Swap	Interest Rate	Cash Flow	(a)	$	250,000	$	—	3.729	%	November 23, 2022	June 30, 2027	$	255	$	—
Liabilities
Swap	Interest Rate	Cash Flow	(b)	$	—	$	250,000	2.868	%	October 8, 2015	October 8, 2022	$	—	$	(2,461)
				$	250,000	$	250,000

(a)Hedging unsecured variable rate debt.

(b)On October 8, 2022, the interest rate hedge contract for this swap expired.

The Company measures its derivative instruments at fair value and records them in “Other assets” and (“Other liabilities”) on the Company’s consolidated balance sheets.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that the inputs utilized to determine the fair value of derivative instruments are classified in Level 2 of the fair value hierarchy.

Concentration of Credit Risk

Concentrations of credit risk arise for the Company when multiple tenants of the Company are engaged in similar business activities, or are located in the same geographic region, or have similar economic features that impact in a similar manner their ability to meet contractual obligations, including those to the Company. The Company regularly monitors its tenant base to assess potential concentrations of credit risk. Management believes the current credit risk portfolio is reasonably well diversified and does not contain an unusual concentration of credit risk. No tenant accounted for 10% or more of the Company’s rents during 2022, 2021 and 2020.

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LIMITED PARTNERS' NONCONTROLLING INTERESTS IN THE PARENT COMPANY

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

LIMITED PARTNERS' NONCONTROLLING INTERESTS IN THE PARENT COMPANY

12. LIMITED PARTNERS' NONCONTROLLING INTERESTS IN THE PARENT COMPANY

Noncontrolling interests in the Parent Company’s financial statements relate to redeemable common limited partnership interests in the Operating Partnership held by parties other than the Parent Company and properties which are consolidated but not wholly owned by the Operating Partnership.

Operating Partnership

The aggregate book value of the noncontrolling interests associated with the redeemable common limited partnership interests in the accompanying consolidated balance sheet of the Parent Company was $4.9 million and $8.2 million as of December 31, 2022 and December 31, 2021, respectively. Under the applicable accounting guidance, the redemption value of limited partnership units are carried at fair value. The Parent Company believes that the aggregate settlement value of these interests (based on the number of units outstanding and the average closing price of the common shares during the last five business days of the quarter) was approximately $3.2 million and $11.1 million as of December 31, 2022 and December 31, 2021, respectively.

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BENEFICIARIES' EQUITY OF THE PARENT COMPANY

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

BENEFICIARIES' EQUITY OF THE PARENT COMPANY

13. BENEFICIARIES' EQUITY OF THE PARENT COMPANY

Earnings per Share (EPS)

The following table details the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding):

	Year Ended December 31,
	2022				2021				2020
	Basic		Diluted		Basic		Diluted		Basic		Diluted
Numerator
Net income	$	53,992	$	53,992	$	12,366	$	12,366	$	307,326	$	307,326
Net income attributable to noncontrolling interests	(168)		(168)		(77)		(77)		(1,799)		(1,799)
Nonforfeitable dividends allocated to unvested restricted shareholders	(456)		(456)		(421)		(421)		(410)		(410)
Net income attributable to common shareholders	$	53,368	$	53,368	$	11,868	$	11,868	$	305,117	$	305,117
Denominator
Weighted-average shares outstanding	171,491,369		171,491,369		170,878,185		170,878,185		171,926,079		171,926,079
Contingent securities/Share based compensation	—		834,277		—		1,395,055		—		390,997
Weighted-average shares outstanding	171,491,369		172,325,646		170,878,185		172,273,240		171,926,079		172,317,076
Earnings per Common Share:
Net income attributable to common shareholders	$	0.31	$	0.31	$	0.07	$	0.07	$	1.77	$	1.77

The contingent securities/share based compensation impact is calculated using the treasury stock method and relates to employee awards settled in shares of the Parent Company. The effect of these securities is anti-dilutive for periods that the Parent Company incurs a net loss from continuing operations available to common shareholders and therefore is excluded from the dilutive earnings per share calculation in such periods.

Redeemable common limited partnership units totaling 516,467 at December 31, 2022, 823,983 at December 31, 2021 and 981,634 at December 31, 2020, respectively, were excluded from the diluted earnings per share computations because they are not dilutive.

Unvested restricted shares are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. For the years ended December 31, 2022, 2021 and 2020, earnings representing nonforfeitable dividends as noted in the table above were allocated to the unvested restricted shares issued to the Company’s executives and other employees under the Company's shareholder-approved long-term incentive plan.

Common and Preferred Shares

On December 6, 2022, the Parent Company declared a distribution of $0.19 per common share, totaling $32.8 million, which was paid on January 19, 2023 to shareholders of record as of January 5, 2023.

The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase common shares. On January 3, 2019, the Board of Trustees authorized the repurchase of up to $150.0 million common shares from and after January 3, 2019. During the years ended December 31, 2021 and 2022, no common shares were repurchased by the Company.

During the year ended December 31, 2021, the Company issued 226,695 common shares in a private placement to an unaffiliated third party in exchange for the third party's 1% residual ownership interest in One and Two Commerce Square, an unconsolidated joint venture.

Of the 20,000,000 preferred shares authorized, none were outstanding as of December 31, 2022 or December 31, 2021.

Common Share Repurchases

The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase common shares. On January 3, 2019, the Board of Trustees authorized the repurchase of up to $150.0 million common shares from and after January 3, 2019. During the year ended December 31, 2022 and 2021, the Company did not repurchase any common shares. During the year ended December 31, 2020, the Company repurchased and retired 6,248,483 common shares at an average price of $9.60 per share, totaling $60.0 million.

Former Continuous Offering Program

On January 10, 2017, the Parent Company entered into a continuous offering program (the “Offering Program”), that permitted the Parent Company to sell up to an aggregate of 16,000,000 common shares in at-the-market offerings.

There was no activity under the Offering Program during 2021 and 2020. At December 31, 2022, no common shares remained available for issuance under the Offering Program, which terminated on January 10, 2020.

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PARTNERS' EQUITY OF THE PARENT COMPANY

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

PARTNERS' EQUITY OF THE PARENT COMPANY

14. PARTNERS' EQUITY OF THE PARENT COMPANY

Earnings per Common Partnership Unit

The following table details the number of units and net income used to calculate basic and diluted earnings per common partnership unit (in thousands, except unit and per unit amounts; results may not add due to rounding):

	Year Ended December 31,
	2022				2021				2020
	Basic		Diluted		Basic		Diluted		Basic		Diluted
Numerator
Net income	$	53,992	$	53,992	$	12,366	$	12,366	$	307,326	$	307,326
Net (income) loss attributable to noncontrolling interests	2		2		3		3		(20)		(20)
Nonforfeitable dividends allocated to unvested restricted unitholders	(456)		(456)		(421)		(421)		(410)		(410)
Net income attributable to common unitholders	$	53,538	$	53,538	$	11,948	$	11,948	$	306,896	$	306,896
Denominator
Weighted-average units outstanding	172,036,481		172,036,481		171,770,843		171,770,843		172,907,713		172,907,713
Contingent securities/Share based compensation	—		834,277		—		1,395,055		—		390,997
Total weighted-average units outstanding	172,036,481		172,870,758		171,770,843		173,165,898		172,907,713		173,298,710
Earnings per Common Partnership Unit:
Net income attributable to common unitholders	$	0.31	$	0.31	$	0.07	$	0.07	$	1.77	$	1.77

Unvested restricted units are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per unit. For the years ended December 31, 2022, 2021 and 2020, earnings representing nonforfeitable dividends were allocated to the unvested restricted units issued to the Parent Company’s executives and other employees under the Parent Company’s shareholder-approved long-term incentive plan.

Common Partnership Units and Preferred Mirror Units

The Operating Partnership issues partnership units to the Parent Company in exchange for the contribution of the net proceeds of any equity security issuance by the Parent Company. The number and terms of such partnership units correspond to the number and terms of the related equity securities issued by the Parent Company. In addition, the Operating Partnership may also issue separate classes of partnership units. Historically, the Operating Partnership has had the following types of partnership units outstanding: (i) Preferred Partnership Units which have been issued to parties other than the Parent Company; (ii) Preferred Mirror Partnership Units which have been issued to the Parent Company; and (iii) Common Partnership Units which include both interests held by the Parent Company and those held by other limited partners.

Preferred Mirror Partnership Units

In exchange for the proceeds received in corresponding offerings by the Parent Company of preferred shares of beneficial interest, the Operating Partnership has issued to the Parent Company a corresponding amount of Preferred Mirror Partnership Units with terms consistent with that of the preferred securities issued by the Parent Company.

No preferred units were outstanding as of December 31, 2022 or December 31, 2021.

Common Partnership Units (Redeemable and General)

The Operating Partnership has two classes of Common Partnership Units outstanding as of December 31, 2022: (i) Class A Limited Partnership Interest which are held by both the Parent Company and outside third parties and (ii) General Partnership Interests which are held solely by the Parent Company (collectively, the Class A Limited Partnership Interest, and General Partnership Interests are referred to as “Common Partnership Units”). The holders of the Common Partnership Units are

entitled to share in cash distributions from, and in profits and losses of, the Operating Partnership, in proportion to their respective percentage interests, subject to preferential distributions on the preferred mirror units and the preferred units.

The Common Partnership Units held by the Parent Company (comprised of both General Partnership Units and Class A Limited Partnership Units) are presented as partner’s equity in the consolidated financial statements. Class A Limited Partnership Interest held by parties other than the Parent Company are redeemable at the option of the holder for a like number of common shares of the Parent Company, or cash, or a combination thereof, at the election of the Parent Company. Because the form of settlement of these redemption rights are not within the control of the Operating Partnership, these Common Partnership Units have been excluded from partner’s equity and are presented as redeemable limited partnership units measured at the potential cash redemption value as of the end of the periods presented based on the closing market price of the Parent Company’s common shares at December 31, 2022, 2021 and 2020, which was $6.15, $13.42 and $11.91, respectively. Class A Units of 516,467 as of December 31, 2022, 823,983 as of December 31, 2021, and 981,634 as of December 31, 2020, respectively, were outstanding and owned by outside limited partners of the Operating Partnership.

On December 6, 2022, the Operating Partnership declared a distribution of $0.19 per common partnership unit, totaling $32.8 million, which was paid on January 19, 2023 to unitholders of record as of January 5, 2023. 

During the year ended December 31, 2021, the Operating Partnership issued 226,695 common partnership units to the Parent Company in exchange for a 1% residual ownership interest in One and Two Commerce Square, an unconsolidated joint venture, which was acquired from an unaffiliated third party in exchange for an equal number of common shares of the Parent Company.

Common Unit Repurchases

In connection with the Parent Company’s common share repurchase program, one common unit of the Operating Partnership is retired for each common share repurchased. During the years ended December 31, 2022 and December 31, 2021, the Company did not repurchase any units. During the year ended December 31, 2020 the Company repurchased and retired 6,248,483 common units at an average price of $9.60 per unit, totaling $60.0 million. During the year ended December 31, 2019, the Company Repurchased 1,337,169 common units at an average price of $12.92 per unit, totaling $17.3 million.

The common units repurchased were retired and, as a result, were accounted for in accordance with Maryland law, which does not contemplate treasury stock. The repurchases were recorded as a reduction of common units (at $0.01 par value per unit) and a decrease to General Partnership Capital.

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SHARE BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

SHARE BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION

15. SHARE BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION

401(k) Plan

The Company sponsors a 401(k) defined contribution plan for its employees. Each employee may contribute up to 100% of annual compensation, subject to specific limitations under the Internal Revenue Code. At its discretion, the Company can make matching contributions equal to a percentage of the employee’s elective contribution and profit sharing contributions. The Company funds its 401(k) contributions annually and plan participants must be employed as of December 31 in order to receive employer contributions, except for employees eligible for qualifying retirement, as defined under the Internal Revenue Code. The Company contributions were $0.4 million, $0.4 million, and $0.5 million in 2022, 2021, and 2020, respectively.

Restricted Share Rights Awards

As of December 31, 2022, 553,894 restricted share rights (“Restricted Share Rights”) were outstanding under the Company's long term equity incentive plan. These Restricted Share Rights vest over one to three years from the initial grant dates. The remaining compensation expense to be recognized with respect to these awards at December 31, 2022 was $1.9 million and is expected to be recognized over a weighted average remaining vesting period of 0.88. During the years ended December 31, 2022, 2021, and 2020, the amortization related to outstanding Restricted Share Rights was $4.5 million (of which $0.7 million was capitalized), $4.1 million (of which $0.5 million was capitalized), and $4.3 million (of which $0.4 million was capitalized), respectively. Compensation expense related to outstanding Restricted Share Rights is included in general and administrative expense.

The following table summarizes the Company’s Restricted Share Rights activity during the year-ended December 31, 2022:

	Shares	Weighted Average Grant Date Fair Value
Non-vested at January 1, 2022	474,978	$	13.51
Granted	306,555	$	13.30
Vested	(219,765)	$	13.94
Forfeited	(7,874)	$	13.45
Non-vested at December 31, 2022	553,894	$	13.22

On March 3, 2022, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the Company an aggregate of 258,427 Restricted Share Rights, which vest over three years from the grant date. Each Restricted Share Right entitles the holder to one common share upon settlement. The Parent Company pays dividend equivalents on the Restricted Share Rights prior to the settlement date. Vesting and/or settlement would accelerate if the recipient of the award were to die, become disabled or, in the case of certain of such Restricted Share Rights, retire in a qualifying retirement prior to the vesting or settlement date. Qualifying retirement generally means the recipient’s voluntary termination of employment after reaching at least age 57 and accumulating at least 15 years of service with the Company. In addition, vesting would also accelerate if the Parent Company were to undergo a change of control and, on or before the first anniversary of the change of control, the recipient’s employment were to cease due to a termination without cause or resignation with good reason.

The Restricted Share Rights granted in 2022, 2021, and 2020 to certain senior executives include an “outperformance feature” whereby additional shares may be earned, up to 200% of the shares subject to the basic award, based on the Company’s achievement of earnings-based targets and development, or investment, based targets during a three-year performance period with an additional 366 days of service generally required to fully vest. In addition to the basic award, up to an aggregate of 406,179, 388,840, and 316,236 shares may be awarded under the outperformance feature for the 2022, 2021, and 2020 awards, respectively, to those senior officers whose Restricted Share Rights awards include the “outperformance feature.” As of December 31, 2022, the Company has not recognized any compensation expense related to the outperformance feature for the 2020-2021 awards and has recognized $0.1 million related to the outperformance feature for the 2022 award. The Company will continue to evaluate progression towards achievement of the performance metrics on a quarterly basis and recognize compensation expense for the outperformance feature of these awards should it be determined that achievement of these metrics is probable.

In addition, on March 3, 2022, the Compensation Committee awarded non-officer employees an aggregate of 48,128 Restricted Share Rights that generally vest in three equal annual installments. Vesting of these awards is subject to acceleration upon death, disability or termination without cause within one year following a change of control.

In accordance with the accounting standard for share-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement dates for those grantees who meet the conditions for qualifying retirement during the scheduled vesting period and whose award agreements provide for vesting upon a qualifying retirement.

Restricted Performance Share Units Plan

The Compensation Committee of the Parent Company’s Board of Trustees has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company. The RPSUs are settled in common shares, with the number of common shares issuable in settlement determined based on the Company’s total shareholder return over specified measurement periods compared to total shareholder returns of comparative groups over the measurement periods. The table below presents certain information as to unvested RPSU awards.

	RPSU Grant Date
	3/5/2020		3/5/2021		3/3/2022		Total
(Amounts below in shares, unless otherwise noted)
Non-vested at January 1, 2022	314,055		374,161		—		688,216
Granted	—		—		516,852		516,852
Units Cancelled	(2,076)		(2,922)		(3,814)		(8,812)
Non-vested at December 31, 2022	311,979		371,239		513,038		1,196,256
Measurement Period Commencement Date	1/1/2020		1/1/2021		1/1/2022
Measurement Period End Date	12/31/2022		12/31/2023		12/31/2024
Granted	319,600		380,957		516,852
Fair Value of Units on Grant Date (in thousands)	$	5,389	$	6,389	$	6,872

The Company values each RPSU on its grant date using a Monte Carlo simulation. The fair values of each award are being amortized over the three year performance period. For the 2020 and 2021 awards, dividend equivalents are credited as additional RPSUs during the performance period, subject to the same terms and conditions as the original RPSUs. The performance period will be abbreviated and the determination and delivery of earned shares will be accelerated in the event of a change in control or if the recipient of the award were to die, become disabled or retire in a qualifying retirement prior to the end of the otherwise applicable three year performance period; provided that, in the case of qualifying retirement for the March 2022, 2021 and 2020 grants, the number of shares deliverable will be pro-rated based on the portion of the performance period actually worked before retirement. In accordance with the accounting standard for share-based compensation, the Company amortizes stock-based compensation costs for the February 2019 grant through the qualifying retirement date for those executives who meet the conditions for qualifying retirement during the scheduled vesting period.

For the year ended December 31, 2022, the Company recognized amortization of the 2022, 2021 and 2020 RPSU awards of $6.2 million, of which $1.1 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the year ended December 31, 2021, amortization for the 2021, 2020 and 2019 RPSU awards was $4.3 million, of which $0.5 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the year ended December 31, 2020, amortization for the 2020, 2019, and 2018 RPSU awards was $3.0 million, of which $0.4 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation.

The remaining compensation expense to be recognized with respect to the non-vested RPSUs at December 31, 2022 was approximately $7.5 million and is expected to be recognized over a weighted average remaining vesting period of 1.3 years.

The Company issued 277,061 common shares on February 1, 2022 in settlement of RPSUs that had been awarded on February 21, 2019 (with a three year measurement period ended December 31, 2021). Holders of these RPSUs also received a cash dividend equivalent payment of $0.19 per share for these common shares on January 19, 2022.

Employee Share Purchase Plan

The Parent Company’s shareholders approved the 2007 Non-Qualified Employee Share Purchase Plan (the “ESPP”), which is intended to provide eligible employees with a convenient means to purchase common shares of the Parent Company through payroll deductions and voluntary cash purchases at an amount equal to 85% of the average closing price per share for a specified period. Under the plan document, the maximum participant contribution for the 2022 plan year is limited to the lesser of 20% of compensation or $50,000. The ESPP allows the Parent Company to make open market purchases, which reflects all purchases made under the plan to date. In addition, the number of shares separately reserved for issuance under the ESPP is 1.25 million. Employees made purchases under the ESPP of $0.6 million during the year ended December 31, 2022, $0.6 million during the year ended December 31, 2021 and $0.5 million during the year ended December 31, 2020. The Company recognized $0.02 million of compensation expense related to the ESPP during the year ended December 31, 2022 and $0.1 million each of the years ended December 31, 2021, and 2020. Compensation expense represents the 15% discount on the purchase price. The Board of Trustees of the Parent Company may terminate the ESPP at its sole discretion at any time.

Deferred Compensation

In January 2005, the Parent Company adopted a Deferred Compensation Plan (the “Plan”) that allows trustees and certain key employees to defer compensation voluntarily. Compensation expense is recorded for the deferred compensation and a related liability is recognized. Participants may elect designated benchmark investment options for the notional investment of their deferred compensation. The deferred compensation obligation is adjusted for deemed income or loss related to the investments selected. At the time the participants defer compensation, the Company records a liability, which is included in the Company’s consolidated balance sheets. The liability is adjusted for changes in the market value of the participant-selected investments at the end of each accounting period, and the impact of adjusting the liability is recorded as an increase or decrease to compensation cost.

The Company has purchased mutual funds which can be utilized as a funding source for the Company’s obligations under the Plan. Participants in the Plan have no interest in any assets set aside by the Company to meet its obligations under the Plan. For each of the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company recorded a nominal amount of deferred compensation costs, net of investments in the company-owned policies and mutual funds.

Participants in the Plan may elect to have all, or a portion of their deferred compensation invested in the Company’s common shares. The Company holds these shares in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. The Plan does not permit diversification of a participant’s deferral allocated to the Company common shares and deferrals allocated to Company common shares can only be settled with a fixed number of shares. In accordance with the accounting standard for deferred compensation arrangements where amounts earned are held in a rabbi trust and invested, the deferred compensation obligation associated with the Company’s common shares is classified as a component of shareholder’s equity and the related shares are treated as shares to be issued and are included in total shares outstanding. At both December 31, 2022 and 2021, 1.2 million of such shares were included in total shares outstanding, respectively. Subsequent changes in the fair value of the common shares are not reflected in operations or shareholders’ equity of the Company.

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DISTRIBUTIONS

12 Months Ended

Dec. 31, 2022

Distributions [Abstract]

DISTRIBUTIONS

16. DISTRIBUTIONS

The following table provides the tax characteristics of the 2022, 2021 and 2020 distributions paid:

	Years ended December 31,
	2022			2021			2020
	(in thousands, except per share amounts)
Common Share Distributions:
Ordinary income	$	0.47		$	0.64		$	0.41
Capital gain	0.29			0.01			0.35
Non-taxable distributions	—			0.11			—
Distributions per share	$	0.76		$	0.76		$	0.76
Percentage classified as ordinary income	62.10		%	83.90		%	53.90		%
Percentage classified as capital gain	37.90		%	1.20		%	46.10		%
Percentage classified as non-taxable distribution	—		%	14.90		%	—		%

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INCOME TAXES AND TAX CREDIT TRANSACTIONS

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES AND TAX CREDIT TRANSACTIONS

17. INCOME TAXES AND TAX CREDIT TRANSACTIONS

Income Tax Provision/Benefit

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized

based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

As of December 31, 2022 and 2021 there were no deferred tax assets included within “Other assets” in the consolidated balance sheets.

The Company had no accruals for tax uncertainties as of December 31, 2022 and December 31, 2021.

For the years ended December 31, 2022 and 2021, there was no deferred income tax expense and nominal current income tax expense. For the year ended December 31, 2020, there was no deferred income tax expense and $0.2 million of current income tax benefit. These amounts are included in “Income tax (provision) benefit” in the consolidated statements of operations.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

18. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table details the components of accumulated other comprehensive income (loss) of the Parent Company and the Operating Partnership as of and for the three years ended December 31, 2022 (in thousands):

Parent Company	Cash Flow Hedges
Balance at January 1, 2020	$	(2,370)
Change in fair market value during year	(5,972)
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests	29
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2020	$	(7,561)
Change in fair market value during year	4,817
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests	(28)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2021	$	(2,020)
Change in fair market value during year	5,371
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests	(18)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	564
Balance at December 31, 2022	$	3,897

Operating Partnership	Cash Flow Hedges
Balance at January 1, 2020	$	(2,715)
Change in fair market value during year	(5,972)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2020	$	(7,935)
Change in fair market value during year	4,817
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2021	$	(2,366)
Change in fair market value during year	5,371
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	564
Balance at December 31, 2022	$	3,569

Over time, the unrealized gains and losses held in Accumulated Other Comprehensive Income (“AOCI”) will be reclassified to interest expense when the related hedged items are recognized in earnings. The current balance held in AOCI is expected

to be reclassified to interest expense for realized losses on forecasted debt transactions over the related term of the debt obligation, as applicable.

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SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENT INFORMATION

19. SEGMENT INFORMATION

As of December 31, 2022, the Company owns and manages properties within five segments: (1) Philadelphia Central Business District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas (4) Metropolitan Washington, D.C. and (5) Other. The Philadelphia CBD segment includes properties located in the City of Philadelphia, Pennsylvania. The Pennsylvania Suburbs segment includes properties in Chester, Delaware, and Montgomery counties in the Philadelphia suburbs. The Austin, Texas segment includes properties in the City of Austin, Texas. The Metropolitan Washington, D.C. segment includes properties in the District of Columbia, Northern Virginia and Southern Maryland. The Other segment includes properties located in Camden County, New Jersey and New Castle County, Delaware. In addition to the five segments, the corporate group is responsible for cash and investment management, development of certain real estate properties during the construction period, and certain other general support functions. Land held for development and construction in progress is transferred to operating properties by region upon completion of the associated construction or project.

The following tables provide selected asset information and results of operations of the Company’s reportable segments (in thousands):

Real estate investments, at cost:
	December 31, 2022		December 31, 2021
Philadelphia CBD	$	1,517,801	$	1,460,510
Pennsylvania Suburbs	878,546		866,223
Austin, Texas	851,835		778,145
Metropolitan Washington, D.C.	282,458		280,921
Other	86,600		86,803
Operating Properties	$	3,617,240	$	3,472,602
Corporate
Right of use asset - operating leases, net	$	19,664	$	20,313
Construction-in-progress	$	218,869	$	277,237
Land held for development	$	76,499	$	114,604
Prepaid leasehold interests in land held for development, net	$	35,576	$	27,762

.

Net operating income:

	Year Ended December 31,
	2022						2021						2020
	Total revenue		Operating expenses (a)		Net operating income		Total revenue		Operating expenses (a)		Net operating income		Total revenue		Operating expenses (a)		Net operating income (loss)
Philadelphia CBD	$	220,876	$	(79,827)	$	141,049	$	207,858	$	(73,695)	$	134,163	$	232,028	$	(82,505)	$	149,523
Pennsylvania Suburbs	128,940		(41,814)		87,126		124,566		(40,011)		84,555		141,613		(46,281)		95,332
Austin, Texas	96,328		(41,141)		55,187		101,680		(39,374)		62,306		102,982		(39,759)		63,223
Metropolitan Washington, D.C.	21,900		(12,539)		9,361		19,865		(15,386)		4,479		40,223		(20,791)		19,432
Other	14,710		(8,626)		6,084		14,015		(9,840)		4,175		13,469		(9,815)		3,654
Corporate	23,346		(10,454)		12,892		18,835		(10,005)		8,830		4,537		(6,305)		(1,768)
Operating properties	$	506,100	$	(194,401)	$	311,699	$	486,819	$	(188,311)	$	298,508	$	534,852	$	(205,456)	$	329,396

(a)Includes property operating expense, real estate taxes and third party management expense.

Unconsolidated real estate ventures:
	Investment in real estate ventures, at equity				Equity in income (loss) of real estate venture
	As of				Year ended December 31,
	December 31, 2022		December 31, 2021		2022		2021		2020
Philadelphia CBD	$	387,301	$	317,959	$	(11,764)	$	(15,191)	$	(9,090)
Metropolitan Washington, D.C.	83,903		85,867		(2,324)		(3,755)		(3,019)
Mid-Atlantic Office JV	31,005		31,680		412		932		96
MAP Venture	(35,411)		(24,396)		(8,340)		(8,683)		(6,571)
Austin, Texas	65,426		—		—		—		—
Total	$	532,224	$	411,110	$	(22,016)	$	(26,697)	$	(18,584)

Net operating income (“NOI”) is a non-GAAP financial measure, which we define as total revenue less property operating expenses, real estate taxes, and third party management expenses. 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 and management fees. 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. NOI presented by the Company may not be comparable to NOI reported by other companies that define NOI differently. NOI is the primary measure that is used by the Company's management to evaluate the operating performance of the Company's real estate assets by segment. The Company believes NOI provides useful information to investors regarding the financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. While NOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance. NOI does not reflect interest expenses, real estate impairment losses, depreciation and amortization costs, capital expenditures and leasing costs. The Company believes that net income (loss), as defined by GAAP, is the most appropriate earnings measure. The following is a reconciliation of consolidated net income (loss), as defined by GAAP, to consolidated NOI, (in thousands):

	Year Ended December 31,
	2022		2021		2020
Net income	$	53,992	$	12,366	$	307,326
Plus:
Interest expense	68,764		62,617		73,911
Interest expense - amortization of deferred financing costs	3,091		2,836		2,904
Depreciation and amortization	177,984		178,105		188,283
General and administrative expenses	35,006		30,153		30,288
Equity in loss of unconsolidated real estate ventures	22,016		26,697		18,584
Provision for impairment	4,663		—		—
Loss on early extinguishment of debt	435		—		—
Less:
Interest and investment income	1,905		8,295		1,939
Income tax (provision) benefit	(55)		(47)		224
Net gain on disposition of real estate	17,677		142		289,461
Net gain on sale of undepreciated real estate	8,007		2,903		201
Net gain on real estate venture transactions	26,718		2,973		75
Consolidated net operating income	$	311,699	$	298,508	$	329,396

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

20. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is involved from time to time in litigation on various matters, including disputes with tenants, disputes with vendors, employee disputes and disputes arising out of agreements to purchase or sell properties or joint ventures or disputes

relating to state and local taxes. Given the nature of the Company’s business activities, these lawsuits are considered routine to the conduct of its business. The result of any particular lawsuit cannot be predicted, because of the very nature of litigation, the litigation process and its adversarial nature, and the jury system. The Company will establish reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and when the amount of loss is reasonably estimable. The Company does not expect that the liabilities, if any, that may ultimately result from such legal actions will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Environmental

As an owner of real estate, the Company is subject to various environmental laws of federal, state, and local governments. The Company’s compliance with existing laws has not had a material adverse effect on its financial condition and results of operations, and the Company does not believe it will have a material adverse effect in the future. However, the Company cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on its current Properties or on properties that the Company may acquire.

Debt Guarantees

As of December 31, 2022, the Company's unconsolidated real estate ventures had aggregate indebtedness of $1,204.8 million. These loans are generally mortgage or construction loans, most of which are nonrecourse to the Company, except for customary recourse carve-outs. In addition, during construction undertaken by the unconsolidated real estate ventures, including the 3025 JFK Venture, the Company has provided, and expects to continue to provide, cost overrun and completion guarantees, as well as customary environmental indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements. In the agreement with its partner in the 3025 JFK Venture, the Company agreed to provide cost overrun and completion guaranties for the project under development. With respect to the construction loan obtained by 3025 JFK Venture on July 23, 2021, the Company has also provided a carry guarantee and limited payment guarantee up to 25% of the principal balance of the $186.7 million construction loan. The Company has also provided cost overrun and completion guarantees, as well as customary environmental indemnities, in favor of the joint venture partners, for the One Uptown Ventures. See also Note 4, “Investment in Unconsolidated Real Estate Ventures,” for information on the guarantees in favor of the lenders on the construction loans for the One Uptown Ventures.

Impact of Natural Disasters and Casualty

The Company carries liability insurance to mitigate its exposure to certain losses, including those relating to property damage. The Company records the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the amount of the losses is considered a gain contingency and is not recorded until the proceeds are received.

In February 2021, one of the Company's properties in Austin, Texas sustained damage from the winter storms and resulting power grid failures. As a result of the damage, during the year ended December 31, 2021, the Company recorded a fixed asset write-off totaling $1.2 million. During the year ended December 31, 2021, the Company has recorded an estimated $7.2 million of restoration costs, of which $1.9 million is included in Accounts payable and accrued expenses on the consolidated balance sheets as of December 31, 2021. The Company has also sustained business interruption loss of $3.9 million related to unpaid rent, which is also fully covered under the insurance policy. During the year ended December 31, 2021, the Company received $15.3 million of insurance proceeds, resulting in full recovery of the costs incurred to date. The $3.0 million of insurance proceeds received in excess of the fixed asset write-off, total business interruption, and total estimated restoration cost during the year ended December 31, 2021 is included in Other income on the consolidated statement of operations. During year ended December 31, 2022, the Company recognized a $0.8 million reduction of the previously estimated restoration costs and also received $2.8 million of additional insurance proceeds. The reduction of the restoration costs and additional insurance proceeds are included in other income on the consolidated statement of operations.

Other Commitments or Contingencies

Under the terms of each of the One Uptown joint venture agreements, the Company has provided cost overrun and completion guarantees, as well as customary environmental indemnities, in favor of the joint venture partner, for each of the One Uptown joint ventures. See Note 4, “Investment in Unconsolidated Real Estate Ventures” for further information.

In connection with the Schuylkill Yards Project, the Company entered into a neighborhood engagement program and, as of December 31, 2022, had $6.6 million of future fixed contractual obligations. The Company also committed to fund additional contributions under the program. As of December 31, 2022, the Company estimates that these additional contributions, which are not fixed under the terms of agreement, will be $2.2 million.

In connection with the formation of the Commerce Square Venture, the Company has committed to investing an additional $20.0 million of preferred equity in the properties on a pari passu basis with its joint venture partner of which $7.2 million has been contributed by the Company as of December 31, 2022.

As part of the Company’s September 2004 acquisition of a portfolio of properties (which the Company refers to as the “TRC acquisition”), the Company acquired its interest in Two Logan Square, a 708,844 square foot office building in Philadelphia, Pennsylvania primarily through its ownership of a second and third mortgage secured by this property. This property is consolidated, as the borrower is a variable interest entity and the Company, through its ownership of the second and third mortgages, is the primary beneficiary. On October 21, 2020, the Company also acquired the $79.8 million first mortgage on the property from the third-party mortgage lender pursuant to an agreement with certain of the former owners. Under the agreement, the Company has agreed to not take title to Two Logan until the earlier of June 2026 or the occurrence of certain events related to the ownership interests of certain former owners. If the Company were to sell the restricted property before the expiration of the restricted period in a non-exempt transaction, the Company may be required to make significant payments to certain of the former owners of Two Logan Square on account of tax liabilities attributed to them. Additionally, the Company will be required to pay these certain former owners an amount estimated at approximately $0.6 million to redeem their residual interest in the fee owner of this property. The $0.6 million payment is included within “Other liabilities” on the consolidated balance sheets.

The Company invests in its properties and regularly incurs capital expenditures in the ordinary course of business to maintain the properties. The Company believes that such expenditures enhance its competitiveness. The Company also enters into construction, utility and service contracts in the ordinary course of business which may extend beyond one year. These contracts typically provide for cancellation with insignificant or no cancellation penalties.

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

21. SUBSEQUENT EVENTS

On January 19, 2023, seven indirect wholly-owned subsidiaries of the Company entered into a term loan agreement secured by seven operating properties in the aggregate principal amount of $245.0 million (the “Secured Facility”). The Secured Facility has a scheduled maturity date of February 6, 2028 and may be prepaid in full on or after March 6, 2025, subject to a prepayment premium, and may be prepaid in full on or after August 6, 2027 without any prepayment premium. The Secured Facility bears interest at 5.875% per year through the maturity date and is interest-only (payable monthly) through the maturity date. The Company used the net proceeds from the term loan for general corporate purposes, including to reduce outstanding borrowings under the Company’s unsecured revolving credit facility.

On January 20, 2023, the Company redeemed in full its then outstanding 2023 Notes. The redemption price of the 2023 Notes was approximately $55.2 million (approximately $54.3 million in principal and approximately $0.92 million of accrued and unpaid interest). The aggregate redemption price of the 2023 Notes was paid by the Company from available cash balances.

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II Valuation and Qualifying Accounts

Schedule II

Valuation and Qualifying Accounts

(in thousands)

Description	Balance at Beginning of Year		Additions		Deductions (1)		Balance at End of Year
Allowance for doubtful accounts:
December 31, 2022	$	4,133	$	—	$	186	$	3,947
December 31, 2021	$	5,086	$	—	$	953	$	4,133
December 31, 2020	$	7,975	$	—	$	2,889	$	5,086

(1)Deductions represent amounts that the Company had fully reserved for in prior years and were subsequently deemed uncollectible. Deductions also represent reversals of the accrued rent receivable allowance as a result of the Company's ongoing assessment of its general accrued rent receivable reserve.

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Schedule III - Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

Real Estate and Accumulated Depreciation

BRANDYWINE REALTY TRUST AND BRANDYWINE OPERATING PARTNERSHIP, L.P.

Schedule III

Real Estate and Accumulated Depreciation — December 31, 2022

(in thousands)

			Initial Cost						Gross Amount Which Carried December 31, 2022
Property Name	City	State	Land		Building & Improvements		Net Improvements (Retirements) Since Acquisition		Land		Building & Improvements		Total (a)		Accumulated Depreciation at December 31, 2022 (b)		Year of Construction	Year Acquired	Depreciable Life
PENNSYLVANIA SUBURBS
Six Tower Bridge (181 Washington Street)	Conshohocken	PA	$	6,927	$	14,722	$	1,176	$	6,237	$	16,588	$	22,825	$	4,604	1999	2013	(c)
426 West Lancaster Avenue	Devon	PA	1,689		6,756		9,405		1,686		16,164		17,850		2,727		1990	1998	(c)
640 Freedom Business Center (d)	King Of Prussia	PA	1,015		20,098		4,603		332		25,384		25,716		16,544		1991	1998	(c)
620 Freedom Business Center (d)	King Of Prussia	PA	666		13,118		2,372		217		15,939		16,156		10,154		1986	1998	(c)
1000 First Avenue	King Of Prussia	PA	—		13,708		2,971		—		16,679		16,679		12,521		1980	1998	(c)
1060 First Avenue	King Of Prussia	PA	—		13,665		3,979		—		17,644		17,644		12,989		1987	1998	(c)
630 Freedom Business Center Drive (d)	King Of Prussia	PA	666		13,251		2,864		219		16,562		16,781		10,946		1989	1998	(c)
1020 First Avenue	King Of Prussia	PA	—		10,744		4,306		—		15,050		15,050		11,050		1984	1998	(c)
1040 First Avenue	King Of Prussia	PA	—		14,142		4,915		—		19,057		19,057		14,165		1985	1998	(c)
610 Freedom Business Center Drive (d)	King Of Prussia	PA	485		9,602		2,289		159		12,217		12,376		8,256		1985	1998	(c)
650 Park Avenue	King Of Prussia	PA	1,916		4,378		(4,378)		1,916		—		1,916		—		1968	1998	(c)
600 Park Avenue	King Of Prussia	PA	1,012		4,048		50		1,012		4,098		5,110		2,660		1964	1998	(c)
933 First Avenue	King Of Prussia	PA	3,127		20,794		(1,125)		3,127		19,669		22,796		4,823		2017	N/A	(c)
500 North Gulph Road	King Of Prussia	PA	1,303		5,201		21,471		1,303		26,672		27,975		4,690		1979	1996	(c)
401 Plymouth Road	Plymouth Meeting	PA	6,199		16,131		14,515		6,199		30,646		36,845		15,527		2001	2000	(c)
Metroplex (4000 Chemical Road)	Plymouth Meeting	PA	4,373		24,546		5,554		4,373		30,100		34,473		9,860		2007	2001	(c)
610 West Germantown Pike	Plymouth Meeting	PA	3,651		14,514		5,461		3,651		19,975		23,626		10,440		1987	2002	(c)
600 West Germantown Pike	Plymouth Meeting	PA	3,652		15,288		4,035		3,652		19,323		22,975		9,682		1986	2002	(c)
630 West Germantown Pike	Plymouth Meeting	PA	3,558		14,743		3,169		3,558		17,912		21,470		9,015		1988	2002	(c)
620 West Germantown Pike	Plymouth Meeting	PA	3,572		14,435		4,131		3,572		18,566		22,138		8,409		1990	2002	(c)
660 West Germantown Pike	Plymouth Meeting	PA	3,694		5,487		19,502		5,405		23,278		28,683		8,467		1987	2012	(c)
351 Plymouth Road	Plymouth Meeting	PA	1,043		555		—		1,043		555		1,598		246		N/A	2000	(c)
150 Radnor Chester Road	Radnor	PA	11,925		36,986		21,691		11,897		58,705		70,602		26,556		1983	2004	(c)
One Radnor Corporate Center	Radnor	PA	7,323		28,613		14,397		7,323		43,010		50,333		27,920		1998	2004	(c)
201 King of Prussia Road	Radnor	PA	8,956		29,811		4,196		8,949		34,014		42,963		22,515		2001	2004	(c)
555 Lancaster Avenue	Radnor	PA	8,014		16,508		10,772		8,609		26,685		35,294		9,722		1973	2004	(c)
Four Radnor Corporate Center	Radnor	PA	5,406		21,390		10,499		5,705		31,590		37,295		18,534		1995	2004	(c)
Five Radnor Corporate Center	Radnor	PA	6,506		25,525		9,755		6,578		35,208		41,786		16,306		1998	2004	(c)
Three Radnor Corporate Center	Radnor	PA	4,773		17,961		1,788		4,791		19,731		24,522		11,768		1998	2004	(c)
Two Radnor Corporate Center	Radnor	PA	3,937		15,484		2,552		3,942		18,031		21,973		11,383		1998	2004	(c)
130 Radnor Chester Road	Radnor	PA	2,573		8,338		(258)		2,567		8,086		10,653		4,099		1983	2004	(c)
170 Radnor Chester Road	Radnor	PA	2,514		8,147		2,008		2,509		10,160		12,669		5,366		1983	2004	(c)
200 Radnor Chester Road	Radnor	PA	3,366		—		3,740		3,366		3,740		7,106		1,137		2014	2005	(c)
101 West Elm Street	W. Conshohocken	PA	6,251		25,209		2,846		6,251		28,055		34,306		12,533		1999	2005	(c)
1 West Elm Street	W. Conshohocken	PA	3,557		14,249		8,203		3,557		22,452		26,009		7,302		1999	2005	(c)
250 King of Prussia Road (e) (i)	Radnor	PA	—		20,566		12,733		976		32,323		33,299		626		N/A	2022	(c)

			Initial Cost			Gross Amount Which Carried December 31, 2022
Property Name	City	State	Land	Building & Improvements	Net Improvements (Retirements) Since Acquisition	Land	Building & Improvements	Total (a)	Accumulated Depreciation at December 31, 2022 (b)	Year of Construction	Year Acquired	Depreciable Life
PHILADELPHIA CBD
Cira Centre (2929 Arch Street)	Philadelphia	PA	—	208,570	23,843	12,586	219,827	232,413	73,510	2005	N/A	(c)
Three Logan Square (1717 Arch Street)	Philadelphia	PA	—	98,188	86,126	25,195	159,119	184,314	61,247	1990	2010	(c)
One Logan Square (130 North 18th Street)	Philadelphia	PA	14,496	107,736	21,614	14,473	129,373	143,846	70,363	1998	2004	(c)
Two Logan Square (100 North 18th Street)	Philadelphia	PA	16,066	100,255	34,198	16,066	134,453	150,519	61,597	1988	2004	(c)
Cira Centre South Garage (129 South 30th Street) (d)	Philadelphia	PA	—	76,008	26,970	6,638	96,340	102,978	27,789	2010	N/A	(c)
1900 Market Street	Philadelphia	PA	7,768	17,263	61,760	7,768	79,023	86,791	30,016	1981	2012	(c)
3020 Market Street	Philadelphia	PA	—	21,417	7,442	—	28,859	28,859	13,904	1959	2011	(c)
618-634 Market Street	Philadelphia	PA	13,365	5,791	5,180	13,365	10,971	24,336	7,222	1966	2015	(c)
FMC Tower at Cira Centre South (2929 Walnut Street)	Philadelphia	PA	—	400,294	10,689	—	410,983	410,983	85,826	2016	N/A	(c)
2100 Market Street	Philadelphia	PA	18,827	—	6,292	18,854	6,265	25,119	2,280	N/A	2015	(c)
1505-11 Race Street	Philadelphia	PA	3,662	6,061	8	3,670	6,061	9,731	328	1922	2020	(c)
3000 Market Street (f)	Philadelphia	PA	18,924	13,080	17,349	18,924	30,429	49,353	2,608	1937	2017	(c)
The Bulletin Building (3025 Market Street) (f)	Philadelphia	PA	—	24,377	44,081	—	68,458	68,458	11,490	1953	2017	(c)
3001-3003 JFK Boulevard (g)	Philadelphia	PA	—	—	111	—	111	111	32	N/A	2018	N/A
METROPOLITAN WASHINGTON, D.C.
6600 Rockledge Drive	Bethesda	MD	—	37,421	7,672	—	45,093	45,093	17,099	1981	2006	(c)
1676 International Drive	McLean	VA	18,437	97,538	37,113	18,785	134,303	153,088	35,718	1999	2006	(c)
8260 Greensboro Drive	McLean	VA	7,952	33,964	8,645	8,102	42,459	50,561	14,217	1980	2006	(c)
8521 Leesburg Pike	Vienna	VA	4,316	30,885	(1,511)	3,587	30,103	33,690	12,032	1984	2006	(c)
Dabney Westwood	Richmond	VA	1,732	—	3,690	819	4,603	5,422	185	NA	1998	(c)
AUSTIN, TX
401-405 Colorado Street (h) (i)	Austin	TX	—	100,448	564	—	101,012	101,012	2,728	2022	N/A	(c)
11501 Burnet Road - Building 1	Austin	TX	3,755	22,702	4	3,755	22,706	26,461	8,876	1991	2015	(c)
11501 Burnet Road - Building 2	Austin	TX	2,732	16,305	1,473	2,732	17,778	20,510	7,422	1991	2015	(c)
11501 Burnet Road - Building 3	Austin	TX	3,688	22,348	6,421	3,688	28,769	32,457	9,372	1991	2015	(c)
11501 Burnet Road - Building 4	Austin	TX	2,614	15,740	3	2,614	15,743	18,357	6,153	1991	2015	(c)
11501 Burnet Road - Building 5	Austin	TX	3,689	22,354	4	3,689	22,358	26,047	8,740	1991	2015	(c)
11501 Burnet Road - Building 6	Austin	TX	2,676	15,972	13,855	2,676	29,827	32,503	12,555	1991	2015	(c)
11501 Burnet Road - Building 8	Austin	TX	1,400	7,422	1,776	1,400	9,198	10,598	3,594	1991	2015	(c)
11501 Burnet Road - Parking Garage	Austin	TX	—	19,826	1,538	—	21,364	21,364	8,740	1991	2015	(c)
Four Points Centre 3 (11120 Four Points Drive)	Austin	TX	1,140	—	40,322	1,141	40,321	41,462	6,849	2019	2013	(c)
One Barton Skyway (1501 South MoPac Expressway)	Austin	TX	10,496	47,670	7,970	10,495	55,641	66,136	6,565	1999	2018	(c)
Two Barton Skyway (1601 South MoPac Expressway)	Austin	TX	10,849	53,868	3,889	10,848	57,758	68,606	7,271	2000	2018	(c)
Three Barton Skyway (1221 South MoPac Expressway)	Austin	TX	10,374	47,624	1,027	10,373	48,652	59,025	5,158	2001	2018	(c)
Four Barton Skyway (1301 South MoPac Expressway)	Austin	TX	13,301	57,041	7,611	13,300	64,653	77,953	7,096	2001	2018	(c)

			Initial Cost						Gross Amount Which Carried December 31, 2022
Property Name	City	State	Land		Building & Improvements		Net Improvements (Retirements) Since Acquisition		Land		Building & Improvements		Total (a)		Accumulated Depreciation at December 31, 2022 (b)		Year of Construction	Year Acquired	Depreciable Life
Four Points Centre (11305 Four Points Drive)	Austin	TX	7,800		43,581		4,515		7,800		48,096		55,896		6,275		2008	2018	(c)
River Place - Building 1 (6500 River Place Boulevard)	Austin	TX	2,004		17,680		562		2,004		18,242		20,246		2,189		2000	2018	(c)
River Place - Building 2 (6500 River Place Boulevard)	Austin	TX	3,137		29,254		806		3,137		30,060		33,197		3,432		2000	2018	(c)
River Place - Building 3 (6500 River Place Boulevard)	Austin	TX	3,064		26,705		447		3,064		27,152		30,216		2,931		2000	2018	(c)
River Place - Building 4 (6500 River Place Boulevard	Austin	TX	2,273		18,617		1,716		2,273		20,333		22,606		2,903		2000	2018	(c)
River Place - Building 5 (6500 River Place Boulevard)	Austin	TX	1,752		14,315		692		1,752		15,007		16,759		1,655		2001	2018	(c)
River Place - Building 6 (6500 River Place Boulevard)	Austin	TX	1,598		12,945		703		1,598		13,648		15,246		1,490		2001	2018	(c)
River Place - Building 7 (6500 River Place Boulevard)	Austin	TX	1,801		16,486		1,208		1,801		17,694		19,495		2,468		2002	2018	(c)
Quarry Lake II (4516 Seton Center Parkway)	Austin	TX	3,970		30,546		1,174		3,867		31,823		35,690		3,611		1998	2018	(c)
OTHER
Main Street - Plaza 1000	Voorhees	NJ	2,732		10,942		284		2,732		11,226		13,958		11,054		1988	1997	(c)
Main Street - Piazza	Voorhees	NJ	696		2,802		3,586		704		6,380		7,084		4,547		1990	1997	(c)
Main Street - Promenade	Voorhees	NJ	532		2,052		311		532		2,363		2,895		1,561		1988	1997	(c)
920 North King Street	Wilmington	DE	6,141		21,140		7,108		6,141		28,248		34,389		16,427		1989	2004	(c)
300 Delaware Avenue	Wilmington	DE	6,369		13,739		2,750		6,369		16,489		22,858		10,393		1989	2004	(c)
	Total:		$	359,777	$	2,527,685	$	729,778	$	403,998	$	3,213,242	$	3,617,240	$	1,063,060

Reconciliation of Real Estate:

The following table reconciles the real estate investments from January 1, 2020 to December 31, 2022 (in thousands):

	2022		2021		2020
Balance at beginning of year	$	3,472,602	$	3,474,109	$	4,006,459
Additions:
Acquisitions	—		—		9,722
Capital expenditures and assets placed into service	212,874		134,931		113,221
Less:
Dispositions/impairments/placed into redevelopment	(32,951)		(82,247)		(619,086)
Retirements	(35,285)		(54,191)		(36,207)
Balance at end of year	$	3,617,240	$	3,472,602	$	3,474,109
Per consolidated balance sheet	$	3,617,240	$	3,472,602	$	3,474,109

The aggregate cost for federal income tax purposes is $3.2 billion as of December 31, 2022.

(b)Reconciliation of Accumulated Depreciation:

The following table reconciles the accumulated depreciation on real estate investments from January 1, 2020 to December 31, 2022 (in thousands):

	2022		2021		2020
Balance at beginning of year	$	957,450	$	896,561	$	973,318
Additions:
Depreciation expense	147,735		136,171		138,822
Less:
Dispositions/impairments/placed into redevelopment	(7,341)		(24,440)		(182,526)
Retirements	(34,784)		(50,842)		(33,053)
Balance at end of year	$	1,063,060	$	957,450	$	896,561
Per consolidated balance sheet	$	1,063,060	$	957,450	$	896,561

(c)Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 55 years.

(d)Land value represents unamortized prepaid ground lease.

(e)250 King of Prussia Road was partially placed into service in 2022.

(f)Reflects original construction date. Significant improvements were made to 3000 Market Street in 1988 and to The Bulletin Building in 2012.

(g)Represent leasehold interests in land parcels acquired through prepaid 99-year ground leases. Development has not yet commenced on the parcel. Building and improvements represent costs related to parking operations.

(h)401-405 Colorado Street was partially placed into service in 2021.

(i)Initial cost for projects undergoing development or redevelopment is the cost at end of first complete calendar year subsequent to the property being first placed into service.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The Company consolidates variable interest entities (“VIEs”) in which it is considered to be the primary beneficiary. VIEs are entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or that the holders of the equity investment at risk do not have a controlling financial interest. The primary beneficiary is defined by the entity having both of the following characteristics: (i) the power to direct those matters that most significantly impact the activities of the VIE and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. For entities that the Company has the obligations to fund losses, its maximum exposure to loss is not limited to the carrying amount of its investments.

The Company continuously assesses its determination of the primary beneficiary for each entity and assesses reconsideration events that may cause a change in the original determinations.When an entity is not deemed to be a VIE, the Company consolidates entities for which it has significant decision making control over the entity’s operations. The Company’s judgment with respect to its level of influence or control of an entity involves consideration of various factors including the form of the Company’s ownership interest, its representation in the entity’s governance, the size of its investment (including loans), estimates of future cash flows, its ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process and to replace the Company as manager and/or liquidate the venture, if applicable. The Company’s assessment of its influence or control over an entity affects the presentation of these investments in the Company’s consolidated financial statements. In addition to evaluating control rights, the Company consolidates entities in which the outside partner has no substantive kick-out rights to remove the Company as managing member. The portion of the consolidated entities that are not owned by the Company is presented as noncontrolling interest as of and during the periods consolidated. All intercompany transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Operating Properties

Operating Properties

Operating properties are carried at historical cost less accumulated depreciation and impairment losses. The value of operating properties reflects their purchase price or development cost. Acquisition costs related to business combinations are expensed as incurred, whereas the costs related to asset acquisitions are capitalized as incurred. Costs incurred for the renovation and betterment of an operating property are capitalized to the Company’s investment in that property. Ordinary repairs and maintenance are expensed as incurred.

Purchase Price Allocation

Purchase Price Allocation

For acquisitions of real estate or in-substance real estate that are accounted for as business combinations, we recognize the assets acquired (including the intangible value of acquired above- or below-market leases, acquired in-place leases and tenant relationship values), liabilities assumed, noncontrolling interests, and previously existing ownership interests at fair value as of the acquisition date. Any excess (deficit) of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill (bargain purchase gain). Acquisition costs related to business combinations are expensed as incurred.

Acquisitions of real estate and in-substance real estate that do not meet the definition of a business are accounted for as asset acquisitions. The Company generally expects that acquisitions of real estate or in-substance real estate will not meet the definition of business and therefore are accounted for as asset acquisitions, unless specifically noted otherwise. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including acquisition costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in recognition of goodwill or a bargain purchase gain. Additionally, because the accounting model for asset acquisitions is a cost accumulation model, preexisting interests in the acquired assets, if any, are not remeasured to fair value but continue to be accounted for at their historical cost. Direct acquisition costs are capitalized if an asset acquisition is probable. If we determine that an asset acquisition is no longer probable, no new costs are capitalized and all capitalized costs that are not recoverable are written off.

The purchase price is allocated to the acquired assets and assumed liabilities, including land and buildings, as if vacant based on highest and best use for the acquired assets. The Company assesses and considers fair value of the operating properties based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

The Company allocates the purchase price of properties considered to be business combinations and asset acquisitions to net tangible and identified intangible assets acquired based on fair values. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) the Company’s estimate of the fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining noncancellable term of the lease (including the below market fixed renewal periods that are considered probable, if applicable). Capitalized above-market lease values are amortized as a reduction of rental income over the remaining noncancellable terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining noncancellable terms of the respective leases, including any below market fixed-rate renewal option periods that are considered probable.

Other intangible assets also include in-place leases based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. This intangible asset is amortized to expense over the remaining term of the respective leases and any fixed-rate bargain renewal periods. Factors considered by the Company in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance, and other operating expenses, and estimates of lost rents at market rates during the expected lease-up periods, which primarily range from four to twelve months. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the tangible and intangible assets acquired. The Company also uses the information obtained as a result of its pre-acquisition due diligence as part of its consideration of the accounting standard governing asset retirement obligations and when necessary, will record a conditional asset retirement obligation as part of its purchase price. The Company also evaluates tenant relationships on a tenant-specific basis. On most of the Company’s acquisitions, this intangible has not been material and, as a result, no value has been assigned.

In the event that a tenant terminates its lease, the unamortized portion of each intangible, including in-place lease values and tenant relationship values, is charged to expense and market rate adjustments (above or below) are recorded to revenue.

Depreciation and Amortization

Depreciation and Amortization

The costs of buildings and improvements are depreciated using the straight-line method based on the following useful lives: buildings and improvements (5 to 55 years) and tenant improvements (the shorter of (i) the life of the asset (1 to 16 years) or (ii) the lease term).

Construction-in-Progress

Construction-in-ProgressProject costs directly associated with the development or redevelopment and construction of a real estate project are capitalized as construction-in-progress. Construction-in-progress also includes costs related to ongoing tenant improvement projects. In addition, interest, real estate taxes, and other expenses that are directly associated with the Company’s development or redevelopment activities are capitalized beginning when activities necessary to ready the asset for its intended use are in progress and capital expenditures have been made and ending when the property is placed in service. Interest expense is capitalized using the Company’s weighted average interest rate. Internal direct costs are capitalized to projects in which qualifying expenditures are being incurred.

Ground Leases

Ground Leases

The Company is the lessee under long-term ground leases classified as operating leases. The Company makes significant assumptions and judgments when determining the discount rate for the lease to calculate the present value of the lease payments. As the rate implicit in the lease is not readily determinable, the Company estimates the incremental borrowing rate (“IBR”) that it would need to pay to borrow, on a collateralized basis, an amount equal to the lease payments in a similar economic environment, over a similar lease term. The Company utilizes a market-based approach to estimate the IBR for each individual lease. The base IBR is estimated utilizing observable mortgage and corporate bond rates, which are then adjusted to account for considerations related to the Company’s credit rating and the lease term to select an incremental borrowing rate for each lease.

The right of use assets and lease liabilities are presented as “Right of use asset - operating leases, net” and “Lease liability - operating leases”, respectively, on the consolidated balance sheet as of December 31, 2022 and 2021, respectively. The lease liabilities and right of use assets are amortized on a straight-line basis over the lease term with the corresponding expense classified in “Property operating expenses” on the consolidated statements of operations.

The most recent CPI adjustment is used to determine the present value of the lease payments for an indexed lease and ultimately the right of use asset and corresponding lease liability. Rent payments for amounts in excess of this estimated growth rate will be expensed on a cash basis as incurred and are considered variable lease costs.

Impairment of Real Estate Investments

Impairment of Real Estate Investments

The Company reviews its real estate investments for impairment following the end of each quarter for each of its real estate investments where events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company updates leasing and other assumptions regularly, paying particular attention to real estate investments where there is an event or change in circumstances that indicates an impairment in value. Additionally, the Company considers strategic decisions regarding the future development plans for real estate investment under development and other market factors. For real estate investments to be held and used, the Company analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets over, in most cases, a 10-year hold period. If there is significant possibility that the Company will dispose of assets earlier, it analyzes the recoverability using a probability weighted analysis of the undiscounted future cash flows expected to be generated from the operations and eventual disposition of each asset using various probable hold periods. If the recoverability analysis indicates that the carrying value of the tested real estate investment is not recoverable, the real estate investment is written down to its fair value and an impairment is recognized in the amount of the excess of the carrying amount of the asset over its fair value. If and when the Company’s plans change, it revises its recoverability analysis to use cash flows expected from operations and eventual disposition of each asset using hold periods that are consistent with its revised plans.

Estimated future cash flows used in such analysis are based on the Company’s plans for the real estate investment and its views of market economic conditions. The estimates consider assumptions, including but not limited to market rental rates, capitalization rates, and recent sales data for comparable real estate investments. Future cash flows are discounted when

determining fair value of an asset. Most of these assumptions are influenced by our direct experience with the real estate investments and their markets as well as market data obtained from real estate leasing and brokerage firms.

Assets Held for Sale

Assets Held for Sale

The Company generally reclassifies assets to held for sale when the transaction has been approved by its Board of Trustees, or by officers vested with authority to approve the transaction, and there are no known significant contingencies relating to the sale of the real estate investment within one year of the consideration date and the consummation of the transaction is otherwise considered probable. When a real estate investment is designated as held for sale, the Company stops depreciating the real estate investment and estimates the real estate investment’s fair value, net of selling costs. If the determination is made that the estimated fair value, net of selling costs, is less than the net carrying value of the real estate investment, an impairment is recognized, reducing the net carrying value of the real estate investment to estimated fair value less selling costs. For periods in which a real estate investment is classified as held for sale, the Company classifies the assets and liabilities, as applicable, of the real estate investment as held for sale on the consolidated balance sheet for such periods.

Impairment of Land Held for Development

Impairment of Land Held for Development

When demand for build-to-suit properties declines and the ability to sell land held for development deteriorates, or other market factors indicate possible impairment in the recoverability of land held for development, it is reviewed for impairment by comparing its fair value to its carrying value. If the estimated sales value is less than the carrying value, the carrying value is written down to its estimated fair value. Estimated fair value is generally determined using a market valuation approach, comparing the subject property to recent comparable market transactions in a similar location; or using estimated cash flows.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less. The Company maintains cash equivalents in money market accounts with financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions. The Company does not invest its available cash balances in money market funds. As such, available cash balances are appropriately reflected as cash and cash equivalents on the consolidated balance sheets.

Restricted Cash

Restricted Cash

Restricted cash consists of cash held as collateral to provide credit enhancement for the Company’s mortgage debt, cash for property taxes, capital expenditures and tenant improvements. Restricted cash also includes cash held by qualified intermediaries for possible investments in like-kind exchanges in accordance with Section 1031 of the Internal Revenue Code in connection with sales of the Company’s properties. Restricted cash is included in “Other assets” in the consolidated balance sheets.

Accounts Receivable And Accrued Rent Receivable

Accounts Receivable and Accrued Rent Receivable

Generally, leases with tenants are accounted for as operating leases. Minimum lease payments under tenant leases are recognized on a straight-line basis over the term of the related lease. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payment terms are recorded as “Accrued rent receivable, net” on the consolidated balance sheets. Included in current tenant receivables are tenant reimbursements which are comprised of amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses that are recognized as revenue in the period in which the related expenses are incurred.

Accrued rent receivables are carried net of the allowances for doubtful accounts. The allowance for doubtful accounts is an estimate based on the Company's experience of the probability of future events confirming a loss and represents the estimated probable losses. The allowance is generally calculated by assigning risk factors by industry which are primarily based on the Company's historical collection and charge-off experience adjusted for current market conditions, which requires management's judgment.

Investments in Unconsolidated Real Estate Ventures

Investments in Unconsolidated Real Estate Ventures

Under the equity method, investments in real estate ventures are recorded initially at cost and subsequently adjusted for equity in earnings, contributions, distributions, and impairments. The Company generally allocates income and losses from the unconsolidated real estate ventures based on the venture's distribution priorities, which may be different from its stated ownership percentage. For real estate ventures that are constructing assets to commence planned principal operations, the Company capitalizes interest expense to the extent that it is recoverable using the Company’s weighted average interest rate of consolidated debt and its investment balance as a basis. Planned principal operations commence when a property is available to lease and at that point in time, the Company ceases capitalizing interest to its investment basis.

At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Company’s investments in real estate ventures. If any indicators of impairment are present, we calculate the fair value of the investment in the unconsolidated real estate venture. An investment is other than temporarily impaired only if the fair value of the investment in a real estate venture, as estimated by management, is less than the carrying value and the decline is other than temporary. To the extent that an other than temporary impairment has occurred, an impairment charge is recorded in the amount of the excess of the carrying amount of the investment over the estimated fair value. Management is required to make significant judgments about the estimated fair value of its investments to determine if an impairment exists. Fair value is generally determined through income valuation approaches, including discounted cash flows and direct capitalization models.

When the Company acquires an interest in or contributes assets to a real estate venture project, the difference between the Company’s cost basis in the investment and the value of the real estate venture or asset contributed is amortized over the life of the related assets, intangibles, and liabilities and such adjustment is included in the Company’s share of equity in income of unconsolidated real estate ventures.

Deferred Costs

Deferred Costs

Certain costs incurred in connection with property leasing are capitalized as deferred leasing costs. Deferred leasing costs consist primarily of third-party and internal leasing commissions that are amortized using the straight-line method over the life of the respective lease which generally ranges from 1 to 16 years. Management re-evaluates the remaining useful lives of leasing costs in conjunction with changes in the respective lease term.

Notes Receivable

Notes Receivable

The Company accounts for notes receivable on its balance sheet at amortized cost, net of allowance for loan losses. Interest income is recognized over the term of the notes receivable and is calculated based on the contractual terms of each note agreement. At inception and on a quarterly basis, the Company evaluates notes receivable for the current estimate of expected credit losses over the contractual term using a probability-of-default method and reports in net income (as a credit loss expense) the amount necessary to adjust the allowance for credit losses to reflect management's current estimate. Management considers performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor in its evaluation.

Notes receivable are placed on nonaccrual status when management determines, after considering economic and business conditions and collection efforts, that the loans are impaired, or collection of interest is doubtful. Uncollectible interest previously accrued is recognized as bad debt expense. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received.

Deferred Financing Costs

Deferred Financing Costs

Costs incurred in connection with debt financing are capitalized as a direct deduction from the carrying value of the debt, except for costs capitalized related to the Company’s unsecured credit facility, which are capitalized within the “Deferred costs, net” caption on the accompanying consolidated balance sheets. Deferred financing costs are charged to interest expense over the terms of the related debt agreements. Deferred financing costs consist primarily of loan fees which are amortized over the related loan term on a basis that approximates the effective interest method. Deferred financing costs are accelerated, when debt is extinguished, as part of the “Interest expense-amortization of deferred financing costs” caption within the Company’s consolidated statements of operations. Original issue discounts are recognized as part of the gain or loss on extinguishment of debt, as appropriate.

Revenue Recognition

Revenue Recognition

Rental Revenue

The Company generates revenue under leases with tenants occupying the Properties. Generally, leases with tenants are accounted for as operating leases. The operating leases have various expiration dates. As of December 31, 2022 and 2021, the Company did not have any leases classified as direct-financing or sales-type leases.

Fixed lease payments under tenant leases, determined to be collectible, are recognized on a straight-line basis over the term of the related lease. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are recorded as “Accrued rent receivable” on the consolidated balance sheets. Variable lease payments are recognized as lease revenue in the period in which changes occur in facts and circumstances on which the variable lease payments are based.

Topic 842 requires a binary approach to evaluating leases for collectability. Lessors are required to determine if it is probable that substantially all of the lease payments will be collected from the tenant over the lease term. Should the lessor determine that it is not probable that substantially all of the lease payments will be collected, the standard requires that the lessor write off any accrued rent receivable and begin recognizing lease payments on a cash basis.

The Company’s lease revenue is impacted by the Company’s determination of whether improvements to the property, whether made by the Company or by the tenant, are landlord assets. The determination of whether an improvement is a landlord asset requires judgment. In making this judgment, the Company’s primary consideration is whether an improvement would be utilizable by another tenant upon the then-existing tenant vacating the improved space. If the Company has funded an improvement that it determines not to be landlord assets, then it treats the cost of the improvement as a lease incentive. If the tenant has funded an improvement that the Company determines to be landlord assets, then the Company treats the costs of the improvement as deferred revenue and amortizes these costs into revenue over the lease term.

For certain leases, the Company also makes significant assumptions and judgments in determining the lease term, including assumptions when the lease provides the tenant with an early termination option or purchase option. The lease term impacts the period over which the Company determines and records lease payments and also impacts the period over which it amortizes lease-related costs. The Company considers all relevant factors that create an economic incentive for the lessee and uses judgment to determine if those factors, considered together, signify that the lessee is reasonably certain to exercise the option. For leases where a tenant executes a lease termination, termination fees are generally recognized over the modified term of the lease as rental income. Additionally, any deferred rents receivable are accelerated over the modified lease term.

The Company’s leases also typically provide for tenant reimbursement of a portion of common area maintenance expenses and other operating expenses to the extent that a tenant’s pro rata share of expenses exceeds a base year level set in the lease or to the extent that the tenant has a lease on a triple net basis. As the timing and pattern of revenue recognition is the same, rents and tenant reimbursements are treated as a combined lease component and included in the “Rents” caption within the Company's consolidated statements of operations.

Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the lease term, including amortization of lease incentives and above or below market rent intangibles, and parking income that is fixed under a long-term contract. Variable lease payments include reimbursements billed to tenants, termination fees, bad debt expense, and parking income that is not fixed under a long-term contract.

Point of Sale Revenue

Point of sale revenue consists of parking, restaurant, and flexible stay revenue from the Company’s hotel operations. Point of sale service obligations are performed daily, and the customer obtains control of those services simultaneously as they are performed. Accordingly, revenue is recorded on an accrual basis as it is earned, coinciding with the services that are provided to the Company’s customers. Parking and flexible stay revenue is recognized within rents and restaurant income is recognized within other income on the consolidated statements of operations.

Third party management fees, labor reimbursement, and leasing

The Company performs property management services for its managed real estate ventures and third-party property owners of real estate that consist of: (i) providing leasing services, (ii) property inspections, (iii) repairs and maintenance monitoring, and (iv) financial and accounting oversight. For these services, the Company earns management fees monthly, which are based on a fixed percentage of each managed property’s financial results, and is reimbursed for the labor costs incurred by its property management employees as services are rendered to the property owners. The Company determined that control over the services is passed to its customers simultaneously as performance occurs. Accordingly, management fee revenue is earned as the services are provided to the Company’s customers.

Lease commissions are earned when the Company, as a broker for the third party property owner, executes a lease agreement with a tenant. Based on the terms of the Company’s lease commission contracts, the Company's performance obligation to the customer has been completed upon execution of each lease agreement. The Company’s lease commissions are earned based on a fixed percentage of rental income generated for each executed lease agreement and there is no variable income component.

Development fee revenue is earned through two different sources: (i) the Company performs development services for third parties as an agent and earns fixed development fees based on a percentage of construction costs incurred over the construction period, and (ii) the Company acts as a general contractor on behalf of one of its managed real estate ventures. The Company acts as the principal construction company for the real estate ventures and records gross revenue as it provides construction services based on the quantifiable construction outputs.

In applying the cost based output method of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine its progress towards contract completion and to calculate the corresponding gross revenue and gross profit to recognize. For any costs that do not contribute to satisfying the Company’s performance obligations, it excludes such costs from its output methods of revenue recognition as the amounts are not reflective of transferring control of the outputs to the customer. The use of estimates in this calculation involves significant judgment.

Common Development Cost Estimates for Contributions to Development Joint Ventures

When land is contributed to a development joint venture, estimated common development costs include actual costs incurred and estimates of future common development costs benefiting the property sold. When land is sold, common development costs, if they cannot be specifically identified, are allocated to each sold parcel based upon its relative sales value. For purposes of allocating common development costs, estimates of future sales proceeds and common development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining land parcels available for sale. The common development cost estimates for development joint ventures are highly judgmental as they are sensitive to cost escalation, sales price escalation and pace of absorption, which are subject to judgment and are affected by expectations about future market or economic conditions. Changes in the assumptions used to estimate future common development costs could result in a significant impact on the amounts recorded as net gain on disposition of real estate or net gain on sale of undepreciated real estate.

Income Taxes

Income Taxes

Parent Company

The Parent Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to continue to qualify as a REIT, the Parent Company is required to, among other things, distribute at least 90% of its annual REIT taxable income to its shareholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Parent Company is not subject to federal and state (in states that follow federal rules) income taxes with respect to the portion of its income that meets certain criteria and is distributed annually to its shareholders. Accordingly, a nominal provision for federal and state (as applicable) income taxes is included in the accompanying consolidated financial statements with respect to the operations of the Parent Company. The Parent Company intends to continue to operate in a manner that allows it to meet the requirements for taxation as a REIT. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to federal and state (as applicable) income taxes and may not be able to qualify as a REIT for the four tax years following the year in which it first failed to qualify. The Parent Company is subject to certain local income taxes. Provision for federal income taxes is recorded in the income tax provision line item and state and local income taxes have been included in operating expenses in the Parent Company’s consolidated statements of operations.

The Parent Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Parent Company’s ordinary income and (b) 95% of the Parent Company’s net capital gain exceeds cash distributions and certain taxes paid by the Parent Company. No excise tax was incurred in 2022, 2021 or 2020.

The Parent Company has elected to treat several of its subsidiaries as taxable REIT subsidiaries (each a “TRS”). A TRS is subject to federal, state and local income tax. In general, a TRS may perform non-customary services for tenants, hold assets that the Parent Company, as a REIT, cannot hold directly and generally may engage in any real estate or non-real estate related business. The Company’s taxable REIT subsidiaries did not have material tax provisions or deferred income tax items as of December 31, 2022 and December 31, 2021.

Operating Partnership

In general, the Operating Partnership is not subject to federal and state income taxes, and accordingly, no provision for income taxes has been made in the accompanying consolidated financial statements. The partners of the Operating Partnership are required to include their respective share of the Operating Partnership’s profits or losses in their respective tax returns. The Operating Partnership’s tax returns and the amount of allocable partnership profits and losses are subject to examination by federal and state taxing authorities. For any year beginning on or after January 1, 2017, the Operating Partnership can be assessed with federal income tax in the course of an audit by the IRS. Under the partnership audit rules included in the Bipartisan Budget Act of 2015, the Operating Partnership has the option to make a push-out election and allocate the partnership adjustments to all the former partners for the tax year under audit.

The Operating Partnership may elect to treat a subsidiary as a REIT under Sections 856 through 860 of the Code, if applicable. Each subsidiary REIT would be required to meet the requirements for treatment as a REIT under Sections 856 through 860 of the Code. If a subsidiary REIT fails to qualify as a REIT in any taxable year, that subsidiary REIT would be subject to federal and state income taxes and would not be able to qualify as a REIT for the four subsequent taxable years. Also, each subsidiary REIT would be subject to certain local income taxes.

The Operating Partnership has elected to treat several of its subsidiaries as TRSs, which are subject to federal, state and local income tax.

Earnings Per Share and Per Unit

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders, as adjusted for unallocated earnings, if any, of certain securities, by the weighted average number of common shares outstanding during the year. Diluted EPS reflects the potential dilution that could occur from common shares issuable in connection with awards under share-based compensation plans, including upon the exercise of stock options, and conversion of the noncontrolling interests in the Operating Partnership. Anti-dilutive shares are excluded from the calculation.

Earnings Per Unit

Basic earnings per unit is computed by dividing net income available to common unitholders, as adjusted for unallocated earnings, if any, of certain securities issued by the Operating Partnership, by the weighted average number of common unit equivalents outstanding during the year. Diluted earnings per unit reflects the potential dilution that could occur from units issuable in connection with awards under share-based compensation plans, including upon the exercise of stock options. Anti-dilutive units are excluded from the calculation.

Share-Based Compensation Plans

Share-Based Compensation PlansThe Parent Company maintains a shareholder-approved equity-incentive plan known as the Amended and Restated 1997 Long-Term Incentive Plan (the “1997 Plan”). The 1997 Plan is administered by the Compensation Committee of the Parent Company’s Board of Trustees. Under the 1997 Plan, the Compensation Committee is authorized to award equity and equity-based awards, including incentive stock options, non-qualified stock options, restricted share rights and performance-based share units.

Comprehensive Income

Comprehensive Income

Comprehensive income is recorded in accordance with the provisions of the accounting standard for comprehensive income. The accounting standard establishes standards for reporting comprehensive income and its components in the financial statements. Comprehensive income includes the effective portions of changes in the fair value of derivatives.

Accounting for Derivative Instruments and Hedging Activities

Accounting for Derivative Instruments and Hedging Activities

The Company accounts for its derivative instruments and hedging activities in accordance with the accounting standard for derivative and hedging activities. The accounting standard requires the Company to measure every derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record them on the balance sheet as either an asset or liability. See disclosures below related to the accounting standard for fair value measurements and disclosures.

For derivatives designated as cash flow hedges, the effective portions of changes in the fair value of the derivative are reported in other comprehensive income while the ineffective portions are recognized in earnings.

The Company actively manages its ratio of fixed-to-floating rate debt. To manage its fixed and floating rate debt in a cost-effective manner, the Company, from time to time, enters into interest rate swap agreements as cash flow hedges, under which it agrees to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts.

Fair Value Measurements

Fair Value Measurements

The Company estimates the fair value of its derivatives in accordance with the accounting standard for fair value measurements and disclosures. The accounting standard defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Financial assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access;

•Level 2 inputs are inputs, other than quoted prices included in Level 1, which are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and

•Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little if any, related market activity or information.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Non-financial assets and liabilities recorded at fair value on a non-recurring basis include non-financial assets and liabilities measured at fair value in a purchase price allocation and the impairment. The fair values assigned to the Company's purchase price allocations primarily utilize Level 3 inputs. The fair value assigned to the long-lived assets and equity method investments for which there was impairment recorded utilize Level 3 inputs

Risks And Uncertainties - COVID-19

Risks and Uncertainties - COVID-19

The ongoing global COVID-19 pandemic, has slowed global economic activity and caused significant volatility in financial markets, causing many to fear a global recession. The responses of many countries, including the U.S., have disrupted the global economy and supply chains and adversely impacted many industries, including owners and developers of real estate. Moreover, there is significant uncertainty related to the COVID-19 pandemic's impact on the U.S. economy and consumer confidence. Demand for space at the Company's properties is dependent on a variety of macroeconomic factors, such as employment levels, interest rates, changes in stock market valuations, rent levels and availability of competing space. The extent to which the COVID-19 pandemic impacts the Company's results will depend on future developments, many of which are highly uncertain and cannot be predicted. The COVID-19 pandemic has caused continued negative economic impacts, market volatility, and business disruption, which could negatively impact the Company's tenants’ ability to pay rent, the

Company's ability to lease vacant space, and the Company's ability to complete development and redevelopment projects. These consequences, in turn, could materially impact the Company's results of operations.

Recent Accounting Pronouncements

Recent Accounting PronouncementsIn March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2024. The guidance may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply elections as applicable as additional changes in the market occur. During the second quarter of 2022, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. In addition, the Company elected to apply the hedge accounting expedients related to changes in critical terms of derivative or hedged transactions, and bilaterally negotiated contract changes for the refinance of the Company's term loan and associated interest rate swap. The Company continues to evaluate the impact of the guidance and may apply elections as applicable as additional changes in the market occur. See Note 9, “Debt Obligations” for further information regarding our remaining LIBOR-indexed obligations.

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ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Core Portfolio of Operating Properties and Excludes Development, Redevelopment and Held for Sale

The Company’s core portfolio of operating properties (the “Core Properties”) excludes development properties, redevelopment properties, and properties held for sale. The Properties were comprised of the following as of December 31, 2022:

	Number of Properties	Rentable Square Feet
Office properties	67	11,848,707
Mixed-use properties	5	942,334
Core Properties	72	12,791,041
Development property	2	350,488
Redevelopment properties	3	436,659
The Properties	77	13,578,188

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Disaggregation of Revenue

The following is a summary of revenue earned by the Company’s reportable segments (see Note 19 “Segment Information,” for further information) during the year ended December 31, 2022 (in thousands):

	Philadelphia CBD		Pennsylvania Suburbs		Austin, Texas		Metropolitan Washington, D.C.		Other		Corporate (a)		Total
Fixed rent	$	151,034	$	116,926	$	60,831	$	16,686	$	9,805	$	(1,895)	$	353,387
Variable rent	51,346		11,615		32,958		1,283		2,644		(35)		99,811
Total lease revenue	202,380		128,541		93,789		17,969		12,449		(1,930)		453,198
Amortization of deferred market rents	1,308		10		1,264		—		—		—		2,582
Daily parking & hotel flexible stay	14,390		—		361		84		236		—		15,071
Total rents	218,078		128,551		95,414		18,053		12,685		(1,930)		470,851
Third party management fees, labor reimbursement and leasing	287		35		486		3,723		1,988		17,613		24,132
Other income	2,510		354		429		123		38		7,663		11,117
Total revenue	$	220,875	$	128,940	$	96,329	$	21,899	$	14,711	$	23,346	$	506,100

The following is a summary of revenue earned by the Company’s reportable segments (see Note 19 “Segment Information,” for further information) during the year ended December 31, 2021 (in thousands):

	Philadelphia CBD		Pennsylvania Suburbs		Austin, Texas		Metropolitan Washington, D.C.		Other		Corporate (a)		Total
Fixed rent	$	149,441	$	113,748	$	62,545	$	12,410	$	8,020	$	(2,240)	$	343,924
Variable rent	41,585		10,358		34,850		646		2,660		(257)		89,842
Total lease revenue	191,026		124,106		97,395		13,056		10,680		(2,497)		433,766
Amortization of deferred market rents	2,064		(9)		3,322		—		—		—		5,377
Daily parking & hotel flexible stay	11,758		159		109		117		233		—		12,376
Total rents	204,848		124,256		100,826		13,173		10,913		(2,497)		451,519
Third party management fees, labor reimbursement and leasing	893		34		452		6,548		3,077		15,440		26,444
Other income	2,117		276		402		144		25		5,892		8,856
Total revenue	$	207,858	$	124,566	$	101,680	$	19,865	$	14,015	$	18,835	$	486,819

The following is a summary of revenue earned by the Company’s reportable segments (see Note 19 “Segment Information,” for further information) during the year ended December 31, 2020 (in thousands):

	Philadelphia CBD		Pennsylvania Suburbs		Austin, Texas		Metropolitan Washington, D.C.		Other		Corporate (a)		Total
Fixed rent	$	166,286	$	128,044	$	63,366	$	29,830	$	8,064	$	(2,412)	$	393,178
Variable rent	51,410		12,951		35,123		3,544		2,401		(1,343)		104,086
Total lease revenue	217,696		140,995		98,489		33,374		10,465		(3,755)		497,264
Amortization of deferred market rents	1,146		(12)		3,531		—		203		—		4,868
Daily parking & hotel flexible stay	10,777		179		49		135		232		—		11,372
Total rents	229,619		141,162		102,069		33,509		10,900		(3,755)		513,504
Third party management fees, labor reimbursement and leasing	927		39		689		6,541		2,560		7,824		18,580
Other income	1,482		412		224		173		9		468		2,768
Total revenue	$	232,028	$	141,613	$	102,982	$	40,223	$	13,469	$	4,537	$	534,852

(a)Corporate includes intercompany eliminations necessary to reconcile to consolidated Company totals.

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REAL ESTATE INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Real Estate [Abstract]

Schedule of Gross Carrying Value of Operating Properties

As of December 31, 2022 and 2021, the gross carrying value of the operating properties was as follows (in thousands):

	December 31, 2022		December 31, 2021
Land	$	403,998	$	410,144
Building and improvements	2,760,357		2,653,492
Tenant improvements	452,885		408,966
Total	$	3,617,240	$	3,472,602

Schedule of Capitalized Construction Costs

The following table shows the amount of compensation costs (including bonuses and benefits) capitalized for the years presented (in thousands):

	December 31,
	2022		2021		2020
Development	$	5,343	$	4,815	$	4,802
Redevelopment	1,484		1,170		543
Tenant Improvements	2,505		1,917		3,021
Total	$	9,332	$	7,902	$	8,366

Schedule of Acquired Properties

Property/Portfolio Name	Acquisition Date	Location	Property Type	Rentable Square Feet/Acres	Purchase Price
631 Park Avenue	January 21, 2022	King of Prussia, PA	Land	3.3 acres	$	3,650
3151 Market Street (a)	April 29, 2022	Philadelphia, PA	Leasehold Interest	0.8 acres	$	27,349

(a)On April 29, 2022, the Company acquired, through a 99-year ground lease, the leasehold interest in a 0.8-acre land parcel, located at 3151 Market Street, in Philadelphia, Pennsylvania. The Company prepaid $19.5 million of the ground lease, representing 500,000 square feet of buildable floor to area ratio (“FAR”) to be used for the development of 3151 Market Street, and paid $7.8 million for 200,000 square feet of FAR density usable pursuant to the Schuylkill Yards Project master development agreement. The additional density is included in prepaid leasehold interests in land held for development in the consolidated balance sheets. See below regarding disposition of 500,000 square feet of FAR.

The following table summarizes the property acquisitions during the year ended December 31, 2020 (dollars in thousands):

Property/Portfolio Name	Acquisition Date	Location	Property Type	Rentable Square Feet/Acres	Purchase Price (a)
155 King of Prussia Road	February 27, 2020	Radnor, PA	Land	7.75 acres	$	11,250
1505-11 Race Street	November 5, 2020	Philadelphia, PA	Office	119,763	$	9,700
250 King of Prussia Road (b)	November 30, 2020	Radnor, PA	Office	169,843	$	20,250

(a)Exclusive of transaction costs and price adjustments. See purchase price allocation table below for a breakout of the net purchase price for wholly owned properties.

(b)This property was placed into redevelopment and is therefore included within Construction-in-progress on the consolidated balance sheets.

Schedule of Asset Acquisition

The acquisition values have been allocated as follows (in thousands):

	1505-11 Race Street
Building, land and improvements	$	9,723
Intangible assets acquired	2,422
Below market lease liabilities assumed	(2,193)
Total unencumbered acquisition value	9,952
Amortization period of intangible assets	1.5 years
Amortization period of below market liabilities assumed	1.5 years

Schedule of Office Properties Sold

The following table summarizes the property dispositions during the years ended December 31, 2022, 2021 and 2020 (dollars in thousands):

Property/Portfolio Name	Disposition Date	Location	Property Type	Rentable Square Feet/Acres	Sales Price		Gain/(Loss) on Sale (a)
200 Barr Harbor Drive	November 22, 2022	West Conshohocken, PA	Office	86,000	$	30,500	$	8,740
11501 Burnett Road (h)	July 29, 2022	Austin, TX	Land	4.7 acres	$	32,513	$	8,340
3151 Market Street (g)	July 14, 2022	Philadelphia, PA	Leasehold Interest	0.8 acres	$	30,394	$	2,583
Gibbsboro Portfolio (f)	June 28, 2022	Gibbsboro, NJ	Office/Land	42,809/4.0 acres	$	4,100	$	831
25 M Street (e)	April 14, 2022	Washington, D.C.	Land	0.8 acres	$	29,675	$	3,836
Gateway G & H	January 20, 2022	Richmond, VA	Land	10.0 acres	$	1,600	$	897
1100 Lenox Drive	September 8, 2021	Lawrenceville, NJ	Land	5.0 acres	$	2,575	$	68
2100-2200 Lenox Drive	July 6, 2021	Lawrenceville, NJ	Land	35.2 acres	$	8,900	$	842
3025 JFK Boulevard	February 2, 2021	Philadelphia, PA	Leasehold Interest	1.0 acre	$	34,800	$	2,000
Mid-Atlantic Office Portfolio (b) (d)	December 21, 2020	Various	Office	1,128,645	$	192,943	$	15,164
One and Two Commerce Square (c)	July 21, 2020	Philadelphia, PA	Office	1,896,142	$	115,000	$	271,905
Keith Valley	June 15, 2020	Horsham, PA	Land	14.0 Acres	$	4,000	$	201
52 East Swedesford Road	March 19, 2020	Malvern, PA	Office	131,077	$	18,000	$	2,336

(a)Gain/(Loss) on Sale is net of closing and other transaction related costs.

(b)The Company sold a 60% equity interest in a portfolio of twelve suburban office properties containing an aggregate of 1.1 million square feet (“Mid-Atlantic Office Portfolio”), nine of which are located in the Pennsylvania suburbs and three of which are located in Maryland, to an unrelated third party for a gross sales price of $192.9 million. The transaction resulted in deconsolidation of the properties and formation of PA/MD NNN Office JV, LLC (“Mid-Atlantic Office JV”). The Company recorded its investment at fair value and recognized a gain of $15.2 million in “Net gain on disposition of real estate” on the consolidated statements of operations. See Note 4 “Investment in Unconsolidated Real Estate Ventures,” for further information.

(c)The Company sold a 30% preferred equity interest in two office buildings located in Philadelphia, Pennsylvania, to an unrelated third party for $115.0 million (the “Commerce Square Venture Transaction”), which resulted in deconsolidation of the properties and formation of Brandywine Commerce I LP and Brandywine Commerce II LP (collectively, the “Commerce Square Venture”). The transaction valued the properties at $600.0 million. The Company recorded its investment at fair value and recognized a gain of $271.9 million in “Net gain on disposition of real estate” on the consolidated statements of operations. See Note 4 “Investment in Unconsolidated Real Estate Ventures,” for further information.

(d)The sales price includes $4.1 million of variable consideration held in escrow that will be released to the Company over a six to nine month holdback period if certain tenants remain in compliance with certain payment terms of their lease agreements. The Company estimated the amount of the variable consideration that it deemed probable of collection and included such amount in the transaction price. The amount estimated as probable of collection was received during 2021. The Company will continue to evaluate the probability of collection on the remaining holdback and recognize any changes to the amount deemed probable as incremental gain on sale.

(e)On September 30, 2022, the Company recognized $0.4 million of additional gain on disposition of real estate.

(f)Includes $0.7 million of gain on sale of undepreciated real estate and $0.1 million of gain on disposition of real estate included within the consolidated statements of operations for the twelve months ended December 31, 2022.

(g)On July 14, 2022, the Company contributed 500,000 square feet of FAR relating to its 99-year prepaid leasehold interest at 3151 Market Street in Philadelphia, Pennsylvania, acquired on April 29, 2022, to a newly formed joint venture with an unaffiliated third party. The Company's initial deemed contribution in the project was $30.4 million and the transaction resulted in deconsolidation of the property and conversion of Brandywine 3151 Market, LP, (formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture (“3151 Market Street Venture”). The Company recorded its investment at fair value and recognized a gain, net of transaction costs, of $2.6 million, in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

(h)On July 29, 2022, the Company contributed a 4.7 acre parcel of land held for development at 11501 Burnet Road in Austin, Texas to a newly formed joint venture with an unaffiliated third party. The project is part of the Uptown ATX master development. The Company's combined contributed initial land investment in the project was $32.5 million and the transaction resulted in the deconsolidation of the property and formation of Brandywine Uptown Office LLC and Brandywine One Uptown Multifamily LLC, (together, “One Uptown Ventures)”). The Company recorded its investment at fair value and recognized a gain of $8.3 million in “Net gain on disposition of real estate” on the consolidated statements of operations. Gain on sale of $8.3 million is calculated as the difference between the estimated relative sales value of the contributed land and the estimated total cost allocations per block. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES (Tables)

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Financial Position of Real Estate Ventures

The Company’s investment in the unconsolidated real estate ventures as of December 31, 2022 and 2021, and the Company’s share of the unconsolidated real estate ventures’ income (loss) for the years ended December 31, 2022, 2021, and 2020 was as follows (in thousands):

	Ownership Percentage	Carrying Amount				Company's Share of unconsolidated real estate venture Income (Loss)						Unconsolidated Real Estate Venture Debt at 100%, gross
		2022		2021		2022		2021		2020		2022		2021
Office Properties
Commerce Square Venture	70% (a)	$	238,105	$	247,798	$	(12,128)	$	(15,501)	$	(9,150)	$	206,737	$	213,069
Mid-Atlantic Office Venture	40% (a)	31,005		31,680		412		932		96		128,904		123,015
Brandywine - AI Venture LLC	50%	—		—		—		(721)		185		—		—
Herndon Innovation Center Metro Portfolio Venture, LLC	15%	15,304		15,844		(536)		(174)		(358)		207,302		207,302
MAP Venture (b)	50%	(35,411)		(24,396)		(8,340)		(8,683)		(6,570)		182,053		184,263
Cira Square	20%	27,815		—		(985)		—		—		257,700		—
Other
4040 Wilson Venture (c)	50%	29,633		31,059		(1,211)		(2,258)		(2,162)		145,070		145,000
1919 Venture (d)	50%	—		13,791		1,392		427		59		—		88,860
Development Properties
3025 JFK Venture (c)	55%	57,630		56,370		(35)		(118)		—		60,118		—
JBG - 51 N Street (c)	70%	21,208		21,213		(382)		(402)		(457)		—		—
JBG - 1250 First Street Office (c)	70%	17,759		17,751		(195)		(199)		(227)		—		—
3151 Market Street Venture (c)	55%	63,751		—		(8)		—		—		—		—
One Uptown - Office (c)	50%	34,980		—		—		—		—		16,895		—
One Uptown - Multifamily (c)	50%	30,445		—		—		—		—		—		—
		$	532,224	$	411,110	$	(22,016)	$	(26,697)	$	(18,584)	$	1,204,779	$	961,509

(a)Ownership percentage represents the Company’s combined interest including preferred and common equity holdings. See “Commerce Square Venture” and “Mid-Atlantic Office JV” sections below for more information.

(b)Included within “Other Liabilities” on the consolidated balance sheet.

(c)This entity is a VIE.

(d)On November 30, 2022, the Company sold its interest in 1919 Venture. See “1919 Venture” sections for more information on the disposal.

The following is a summary of the financial position of the unconsolidated real estate ventures in which the Company held interests as of December 31, 2022 and December 31, 2021 (in thousands):

	December 31, 2022		December 31, 2021
Net property	$	2,117,226	$	1,563,263
Other assets	506,213		434,687
Other liabilities	446,101		331,947
Debt, net	1,198,213		956,668
Equity (a)	979,125		709,335

(a)This amount does not include the effect of the basis difference between the Company's historical cost basis and the basis recorded at the real estate venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from the impairment of investments, purchases of third party interests in existing real estate ventures and upon the transfer of assets that were previously owned by the Company into a real estate venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the real estate venture level.

Schedule of Results of Operations of Real Estate Ventures with Interests

The following is a summary of results of operations of the unconsolidated real estate ventures in which the Company held interests during the twelve-month periods ended December 31, 2022, 2021 and 2020 (in thousands):

	Year Ended December 31,
	2022		2021		2020
Revenue	$	244,981	$	214,792	$	150,276
Operating expenses	(124,608)		(117,273)		(85,812)
Interest expense, net	(49,007)		(30,569)		(22,661)
Depreciation and amortization	(103,378)		(97,147)		(70,805)
Provision for impairment	—		(1,393)		—
Net loss	$	(32,012)	$	(31,590)	$	(29,002)
Ownership interest %	Various		Various		Various
Company's share of net loss	$	(21,594)	$	(25,972)	$	(18,540)
Basis adjustments and other	(422)		(725)		(44)
Equity in loss of unconsolidated real estate ventures	$	(22,016)	$	(26,697)	$	(18,584)

Schedule of Maturities of Long-term Debt

As of December 31, 2022, the aggregate principal payments of the unconsolidated real estate ventures recourse and non-recourse debt payable to third-parties are as follows (in thousands):

2023	$	388,789
2024	593,907
2025	60,118
2026	161,965
2027	—
Thereafter	—
Total principal payments	1,204,779
Net deferred financing costs	(6,837)
Net original issue premium	271
Outstanding indebtedness	$	1,198,213

As of December 31, 2022, the aggregate scheduled principal payments on the Company's debt obligations were as follows (in thousands):

2023	$	54,301
2024	350,000
2025	—
2026	88,500
2027	700,000
Thereafter	778,610
Total principal payments	1,971,411
Net unamortized premiums/(discounts)	2,934
Net deferred financing costs	(9,307)
Outstanding indebtedness	$	1,965,038

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LEASES (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Operating Lease Future Contractual Lease Payments

The Company leases properties to tenants under operating leases with various expiration dates. Future contractual lease payments under operating leases at December 31, 2022 are as follows (in thousands):

Year
2023	$	347,142
2024	344,641
2025	325,166
2026	304,102
2027	263,532
Thereafter	1,041,686

Schedule of Lease Costs

The table below summarizes the Company’s operating lease cost (in thousands) recognized through “Property operating expenses” on the consolidated statements of operations (in thousands):

	Year Ended December 31,
Lease Cost	2022			2021
Fixed lease cost	$	2,100		$	2,100
Variable lease cost	67			43
Total	$	2,167		$	2,143
Weighted-average remaining lease term (years)	54.6			55.2
Weighted-average discount rate	6.3		%	6.3		%

Schedule of Operating Lease Liability Maturities

Lease payments on noncancellable leases at December 31, 2022 are as follows (in thousands):

Year	Minimum Rent
2023	$	1,263
2024	1,305
2025	1,321
2026	1,338
2027	1,355
Thereafter	106,437
Total lease payments	$	113,019
Less: Imputed interest	89,853
Present value of operating lease liabilities	$	23,166

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DEFERRED COSTS (Tables)

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Deferred Costs

As of December 31, 2022 and 2021, the Company’s deferred costs were comprised of the following (in thousands):

	December 31, 2022
	Total Cost		Accumulated Amortization		Deferred Costs, net
Leasing costs	$	155,457	$	(62,920)	$	92,537
Financing costs - Unsecured Credit Facility	4,688		(586)		4,102
Total	$	160,145	$	(63,506)	$	96,639

	December 31, 2021
	Total Cost		Accumulated Amortization		Deferred Costs, net
Leasing costs	$	143,895	$	(57,445)	$	86,450
Financing costs - Unsecured Credit Facility	6,299		(5,887)		412
Total	$	150,194	$	(63,332)	$	86,862

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INTANGIBLE ASSETS AND LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Liabilities

As of December 31, 2022 and 2021, the Company’s intangible assets/liabilities were comprised of the following (in thousands):

	December 31, 2022
	Total Cost		Accumulated Amortization		Intangible Assets, net
Intangible assets, net:
In-place lease value	$	55,715	$	(37,437)	$	18,278
Tenant relationship value	167		(104)		63
Above market leases acquired	331		(221)		110
Total intangible assets, net	$	56,213	$	(37,762)	$	18,451
	Total Cost		Accumulated Amortization		Intangible Liabilities, net
Intangible liabilities, net:
Below market leases acquired	$	20,985	$	(10,663)	$	10,322

	December 31, 2021
	Total Cost		Accumulated Amortization		Intangible Assets, net
Intangible assets, net:
In-place lease value	$	72,376	$	(44,066)	$	28,310
Tenant relationship value	167		(97)		70
Above market leases acquired	486		(310)		176
Total intangible assets, net	$	73,029	$	(44,473)	$	28,556
	Total Cost		Accumulated Amortization		Intangible Liabilities, net
Intangible liabilities, net:
Below market leases acquired	$	27,025	$	(14,044)	$	12,981

Schedule of Amortization for Intangible Assets and Liabilities

As of December 31, 2022, the Company’s annual amortization for its intangible assets/liabilities, assuming no prospective early lease terminations, was as follows (dollars in thousands):

	Assets		Liabilities
2023	$	6,573	$	1,516
2024	4,332		1,305
2025	3,154		1,029
2026	1,094		739
2027	809		623
Thereafter	2,489		5,110
Total	$	18,451	$	10,322

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DEBT OBLIGATIONS (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Consolidated Debt Obligations

The following table sets forth information regarding the Company’s consolidated debt obligations outstanding as of December 31, 2022 and 2021 (in thousands):

	December 31, 2022		December 31, 2021		Effective Interest Rate	Maturity Date
UNSECURED DEBT
$600 million Unsecured Credit Facility	$	88,500	$	23,000	SOFR + 1.15%	June 2026
Unsecured Term Loan	250,000		250,000		SOFR + 1.30%	June 2027	(a)
$350.0M 3.95% Guaranteed Notes due 2023	54,301		350,000		3.87%	February 2023	(b)
$350.0M 4.10% Guaranteed Notes due 2024	350,000		350,000		3.78%	October 2024
$450.0M 3.95% Guaranteed Notes due 2027	450,000		450,000		4.03%	November 2027
$350.0M 7.55% Guaranteed Notes due 2028	350,000		—		7.73%	March 2028
$350.0M 4.55% Guaranteed Notes due 2029	350,000		350,000		4.30%	October 2029
Indenture IA (Preferred Trust I)	27,062		27,062		LIBOR + 1.25%	March 2035
Indenture IB (Preferred Trust I)	25,774		25,774		LIBOR + 1.25%	April 2035
Indenture II (Preferred Trust II)	25,774		25,774		LIBOR + 1.25%	July 2035
Principal balance outstanding	1,971,411		1,851,610
Plus: original issue premium (discount), net	2,934		8,187
Less: deferred financing costs	(9,307)		(6,211)
Total unsecured indebtedness	$	1,965,038	$	1,853,586

(a)On November 23, 2022, the unsecured term loan of $250.0 million was swapped to a fixed rate of 5.01% and matures on June 30, 2027. The effective date of the swap is January 31, 2023.

(b)Remaining balance was redeemed on January 20, 2023.

Schedule of Maturities of Long-term Debt

As of December 31, 2022, the aggregate principal payments of the unconsolidated real estate ventures recourse and non-recourse debt payable to third-parties are as follows (in thousands):

2023	$	388,789
2024	593,907
2025	60,118
2026	161,965
2027	—
Thereafter	—
Total principal payments	1,204,779
Net deferred financing costs	(6,837)
Net original issue premium	271
Outstanding indebtedness	$	1,198,213

As of December 31, 2022, the aggregate scheduled principal payments on the Company's debt obligations were as follows (in thousands):

2023	$	54,301
2024	350,000
2025	—
2026	88,500
2027	700,000
Thereafter	778,610
Total principal payments	1,971,411
Net unamortized premiums/(discounts)	2,934
Net deferred financing costs	(9,307)
Outstanding indebtedness	$	1,965,038

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments with Fair Values Different from their Carrying Amount

The following are financial instruments for which the Company’s estimates of fair value differ from the carrying amounts (in thousands):

	December 31, 2022				December 31, 2021
	Carrying Amount (a)		Fair Value		Carrying Amount (a)		Fair Value
Unsecured notes payable	$	1,549,760	$	1,411,351	$	1,502,368	$	1,588,780
Variable rate debt	$	415,278	$	386,988	$	351,218	$	344,754
Notes receivable (b)	$	—	$	—	$	44,430	$	45,230

(a)Net of deferred financing costs of $7.5 million and $5.8 million for unsecured notes payable, $1.8 million and $0.4 million for variable rate debt as of December 31, 2022 and December 31, 2021, respectively.

(b)For further detail, refer to Note 5 “Debt and Preferred Equity Investments.”

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DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2022 and December 31, 2021. The notional amounts provide an indication of the extent of the Company’s involvement in these instruments at that time but do not represent exposure to credit, interest rate or market risks (amounts presented in thousands).

Hedge Product	Hedge Type	Designation		Notional Amount				Strike		Trade Date	Maturity Date	Fair value
				12/31/2022		12/31/2021						12/31/2022		12/31/2021
Assets
Swap	Interest Rate	Cash Flow	(a)	$	250,000	$	—	3.729	%	November 23, 2022	June 30, 2027	$	255	$	—
Liabilities
Swap	Interest Rate	Cash Flow	(b)	$	—	$	250,000	2.868	%	October 8, 2015	October 8, 2022	$	—	$	(2,461)
				$	250,000	$	250,000

(a)Hedging unsecured variable rate debt.

(b)On October 8, 2022, the interest rate hedge contract for this swap expired.

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BENEFICIARIES' EQUITY OF THE PARENT COMPANY (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table details the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding):

	Year Ended December 31,
	2022				2021				2020
	Basic		Diluted		Basic		Diluted		Basic		Diluted
Numerator
Net income	$	53,992	$	53,992	$	12,366	$	12,366	$	307,326	$	307,326
Net income attributable to noncontrolling interests	(168)		(168)		(77)		(77)		(1,799)		(1,799)
Nonforfeitable dividends allocated to unvested restricted shareholders	(456)		(456)		(421)		(421)		(410)		(410)
Net income attributable to common shareholders	$	53,368	$	53,368	$	11,868	$	11,868	$	305,117	$	305,117
Denominator
Weighted-average shares outstanding	171,491,369		171,491,369		170,878,185		170,878,185		171,926,079		171,926,079
Contingent securities/Share based compensation	—		834,277		—		1,395,055		—		390,997
Weighted-average shares outstanding	171,491,369		172,325,646		170,878,185		172,273,240		171,926,079		172,317,076
Earnings per Common Share:
Net income attributable to common shareholders	$	0.31	$	0.31	$	0.07	$	0.07	$	1.77	$	1.77

The following table details the number of units and net income used to calculate basic and diluted earnings per common partnership unit (in thousands, except unit and per unit amounts; results may not add due to rounding):

	Year Ended December 31,
	2022				2021				2020
	Basic		Diluted		Basic		Diluted		Basic		Diluted
Numerator
Net income	$	53,992	$	53,992	$	12,366	$	12,366	$	307,326	$	307,326
Net (income) loss attributable to noncontrolling interests	2		2		3		3		(20)		(20)
Nonforfeitable dividends allocated to unvested restricted unitholders	(456)		(456)		(421)		(421)		(410)		(410)
Net income attributable to common unitholders	$	53,538	$	53,538	$	11,948	$	11,948	$	306,896	$	306,896
Denominator
Weighted-average units outstanding	172,036,481		172,036,481		171,770,843		171,770,843		172,907,713		172,907,713
Contingent securities/Share based compensation	—		834,277		—		1,395,055		—		390,997
Total weighted-average units outstanding	172,036,481		172,870,758		171,770,843		173,165,898		172,907,713		173,298,710
Earnings per Common Partnership Unit:
Net income attributable to common unitholders	$	0.31	$	0.31	$	0.07	$	0.07	$	1.77	$	1.77

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PARTNERS' EQUITY OF THE PARENT COMPANY (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table details the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding):

	Year Ended December 31,
	2022				2021				2020
	Basic		Diluted		Basic		Diluted		Basic		Diluted
Numerator
Net income	$	53,992	$	53,992	$	12,366	$	12,366	$	307,326	$	307,326
Net income attributable to noncontrolling interests	(168)		(168)		(77)		(77)		(1,799)		(1,799)
Nonforfeitable dividends allocated to unvested restricted shareholders	(456)		(456)		(421)		(421)		(410)		(410)
Net income attributable to common shareholders	$	53,368	$	53,368	$	11,868	$	11,868	$	305,117	$	305,117
Denominator
Weighted-average shares outstanding	171,491,369		171,491,369		170,878,185		170,878,185		171,926,079		171,926,079
Contingent securities/Share based compensation	—		834,277		—		1,395,055		—		390,997
Weighted-average shares outstanding	171,491,369		172,325,646		170,878,185		172,273,240		171,926,079		172,317,076
Earnings per Common Share:
Net income attributable to common shareholders	$	0.31	$	0.31	$	0.07	$	0.07	$	1.77	$	1.77

The following table details the number of units and net income used to calculate basic and diluted earnings per common partnership unit (in thousands, except unit and per unit amounts; results may not add due to rounding):

	Year Ended December 31,
	2022				2021				2020
	Basic		Diluted		Basic		Diluted		Basic		Diluted
Numerator
Net income	$	53,992	$	53,992	$	12,366	$	12,366	$	307,326	$	307,326
Net (income) loss attributable to noncontrolling interests	2		2		3		3		(20)		(20)
Nonforfeitable dividends allocated to unvested restricted unitholders	(456)		(456)		(421)		(421)		(410)		(410)
Net income attributable to common unitholders	$	53,538	$	53,538	$	11,948	$	11,948	$	306,896	$	306,896
Denominator
Weighted-average units outstanding	172,036,481		172,036,481		171,770,843		171,770,843		172,907,713		172,907,713
Contingent securities/Share based compensation	—		834,277		—		1,395,055		—		390,997
Total weighted-average units outstanding	172,036,481		172,870,758		171,770,843		173,165,898		172,907,713		173,298,710
Earnings per Common Partnership Unit:
Net income attributable to common unitholders	$	0.31	$	0.31	$	0.07	$	0.07	$	1.77	$	1.77

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SHARE BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Company's Restricted Share Activity

The following table summarizes the Company’s Restricted Share Rights activity during the year-ended December 31, 2022:

	Shares	Weighted Average Grant Date Fair Value
Non-vested at January 1, 2022	474,978	$	13.51
Granted	306,555	$	13.30
Vested	(219,765)	$	13.94
Forfeited	(7,874)	$	13.45
Non-vested at December 31, 2022	553,894	$	13.22

Schedule of Restricted Performance Share Units Plan

The table below presents certain information as to unvested RPSU awards.

	RPSU Grant Date
	3/5/2020		3/5/2021		3/3/2022		Total
(Amounts below in shares, unless otherwise noted)
Non-vested at January 1, 2022	314,055		374,161		—		688,216
Granted	—		—		516,852		516,852
Units Cancelled	(2,076)		(2,922)		(3,814)		(8,812)
Non-vested at December 31, 2022	311,979		371,239		513,038		1,196,256
Measurement Period Commencement Date	1/1/2020		1/1/2021		1/1/2022
Measurement Period End Date	12/31/2022		12/31/2023		12/31/2024
Granted	319,600		380,957		516,852
Fair Value of Units on Grant Date (in thousands)	$	5,389	$	6,389	$	6,872

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DISTRIBUTIONS (Tables)

12 Months Ended

Dec. 31, 2022

Distributions [Abstract]

Schedule of Dividends Payable

The following table provides the tax characteristics of the 2022, 2021 and 2020 distributions paid:

	Years ended December 31,
	2022			2021			2020
	(in thousands, except per share amounts)
Common Share Distributions:
Ordinary income	$	0.47		$	0.64		$	0.41
Capital gain	0.29			0.01			0.35
Non-taxable distributions	—			0.11			—
Distributions per share	$	0.76		$	0.76		$	0.76
Percentage classified as ordinary income	62.10		%	83.90		%	53.90		%
Percentage classified as capital gain	37.90		%	1.20		%	46.10		%
Percentage classified as non-taxable distribution	—		%	14.90		%	—		%

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table details the components of accumulated other comprehensive income (loss) of the Parent Company and the Operating Partnership as of and for the three years ended December 31, 2022 (in thousands):

Parent Company	Cash Flow Hedges
Balance at January 1, 2020	$	(2,370)
Change in fair market value during year	(5,972)
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests	29
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2020	$	(7,561)
Change in fair market value during year	4,817
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests	(28)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2021	$	(2,020)
Change in fair market value during year	5,371
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests	(18)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	564
Balance at December 31, 2022	$	3,897

Operating Partnership	Cash Flow Hedges
Balance at January 1, 2020	$	(2,715)
Change in fair market value during year	(5,972)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2020	$	(7,935)
Change in fair market value during year	4,817
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	752
Balance at December 31, 2021	$	(2,366)
Change in fair market value during year	5,371
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	564
Balance at December 31, 2022	$	3,569

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SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

The following tables provide selected asset information and results of operations of the Company’s reportable segments (in thousands):

Real estate investments, at cost:
	December 31, 2022		December 31, 2021
Philadelphia CBD	$	1,517,801	$	1,460,510
Pennsylvania Suburbs	878,546		866,223
Austin, Texas	851,835		778,145
Metropolitan Washington, D.C.	282,458		280,921
Other	86,600		86,803
Operating Properties	$	3,617,240	$	3,472,602
Corporate
Right of use asset - operating leases, net	$	19,664	$	20,313
Construction-in-progress	$	218,869	$	277,237
Land held for development	$	76,499	$	114,604
Prepaid leasehold interests in land held for development, net	$	35,576	$	27,762

.

Net operating income:

	Year Ended December 31,
	2022						2021						2020
	Total revenue		Operating expenses (a)		Net operating income		Total revenue		Operating expenses (a)		Net operating income		Total revenue		Operating expenses (a)		Net operating income (loss)
Philadelphia CBD	$	220,876	$	(79,827)	$	141,049	$	207,858	$	(73,695)	$	134,163	$	232,028	$	(82,505)	$	149,523
Pennsylvania Suburbs	128,940		(41,814)		87,126		124,566		(40,011)		84,555		141,613		(46,281)		95,332
Austin, Texas	96,328		(41,141)		55,187		101,680		(39,374)		62,306		102,982		(39,759)		63,223
Metropolitan Washington, D.C.	21,900		(12,539)		9,361		19,865		(15,386)		4,479		40,223		(20,791)		19,432
Other	14,710		(8,626)		6,084		14,015		(9,840)		4,175		13,469		(9,815)		3,654
Corporate	23,346		(10,454)		12,892		18,835		(10,005)		8,830		4,537		(6,305)		(1,768)
Operating properties	$	506,100	$	(194,401)	$	311,699	$	486,819	$	(188,311)	$	298,508	$	534,852	$	(205,456)	$	329,396

(a)Includes property operating expense, real estate taxes and third party management expense.

Unconsolidated real estate ventures:
	Investment in real estate ventures, at equity				Equity in income (loss) of real estate venture
	As of				Year ended December 31,
	December 31, 2022		December 31, 2021		2022		2021		2020
Philadelphia CBD	$	387,301	$	317,959	$	(11,764)	$	(15,191)	$	(9,090)
Metropolitan Washington, D.C.	83,903		85,867		(2,324)		(3,755)		(3,019)
Mid-Atlantic Office JV	31,005		31,680		412		932		96
MAP Venture	(35,411)		(24,396)		(8,340)		(8,683)		(6,571)
Austin, Texas	65,426		—		—		—		—
Total	$	532,224	$	411,110	$	(22,016)	$	(26,697)	$	(18,584)

Schedule of Reconciliation of Consolidated Net Income (Loss)

The following is a reconciliation of consolidated net income (loss), as defined by GAAP, to consolidated NOI, (in thousands):

	Year Ended December 31,
	2022		2021		2020
Net income	$	53,992	$	12,366	$	307,326
Plus:
Interest expense	68,764		62,617		73,911
Interest expense - amortization of deferred financing costs	3,091		2,836		2,904
Depreciation and amortization	177,984		178,105		188,283
General and administrative expenses	35,006		30,153		30,288
Equity in loss of unconsolidated real estate ventures	22,016		26,697		18,584
Provision for impairment	4,663		—		—
Loss on early extinguishment of debt	435		—		—
Less:
Interest and investment income	1,905		8,295		1,939
Income tax (provision) benefit	(55)		(47)		224
Net gain on disposition of real estate	17,677		142		289,461
Net gain on sale of undepreciated real estate	8,007		2,903		201
Net gain on real estate venture transactions	26,718		2,973		75
Consolidated net operating income	$	311,699	$	298,508	$	329,396

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ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 a ft² managementCompany parcel property
Organization of The Parent Company and The Operating Partnership [Line Items]
Number of real estate properties | property	77
Area of real estate property	13,578,188
Number of management companies | managementCompany	7
Wholly Owned Properties
Organization of The Parent Company and The Operating Partnership [Line Items]
Area of real estate property	13,600,000
Parent Company
Organization of The Parent Company and The Operating Partnership [Line Items]
Area of undeveloped parcels of land | a	159.9
Area of additional undeveloped parcels of land with option to purchase | a	55.1
Total potential development capacity	11,900,000
Parent Company | Land Parcel One
Organization of The Parent Company and The Operating Partnership [Line Items]
Lease agreement term (in years)	99 years
Parent Company | Land Parcel Two
Organization of The Parent Company and The Operating Partnership [Line Items]
Lease agreement term (in years)	99 years
Wholly-owned Management Company Subsidiaries
Organization of The Parent Company and The Operating Partnership [Line Items]
Area of real estate property	23,000,000
Wholly-owned Management Company Subsidiaries | Wholly Owned Properties
Organization of The Parent Company and The Operating Partnership [Line Items]
Area of real estate property	13,600,000
Wholly-owned Management Company Subsidiaries | Partially Owned Properties
Organization of The Parent Company and The Operating Partnership [Line Items]
Area of real estate property	9,400,000
Leashold Interest Land
Organization of The Parent Company and The Operating Partnership [Line Items]
Lease agreement term (in years)	99 years
Leashold Interest Land | Parent Company
Organization of The Parent Company and The Operating Partnership [Line Items]
Number of real estate properties | parcel	1
Undeveloped parcels of land held | a	0.8
Brandywine Operating Partnership LP
Organization of The Parent Company and The Operating Partnership [Line Items]
Ownership in the operating partnership	99.70%
BRSCO | BRANDYWINE OPERATING PARTNERSHIP, L.P. | Brandywine Operating Partnership LP
Organization of The Parent Company and The Operating Partnership [Line Items]
Ownership in the operating partnership	100.00%
BMI | BRANDYWINE OPERATING PARTNERSHIP, L.P. | Brandywine Operating Partnership LP
Organization of The Parent Company and The Operating Partnership [Line Items]
Ownership in the operating partnership	100.00%
BPI | BRANDYWINE OPERATING PARTNERSHIP, L.P. | Brandywine Operating Partnership LP
Organization of The Parent Company and The Operating Partnership [Line Items]
Ownership in the operating partnership	100.00%
BBL | BRANDYWINE OPERATING PARTNERSHIP, L.P. | Brandywine Operating Partnership LP
Organization of The Parent Company and The Operating Partnership [Line Items]
Ownership in the operating partnership	100.00%
BPM | BRANDYWINE OPERATING PARTNERSHIP, L.P. | Brandywine Operating Partnership LP
Organization of The Parent Company and The Operating Partnership [Line Items]
Ownership in the operating partnership	100.00%
BBS | BRANDYWINE OPERATING PARTNERSHIP, L.P. | Brandywine Operating Partnership LP
Organization of The Parent Company and The Operating Partnership [Line Items]
Ownership in the operating partnership	100.00%
BGCS | BRANDYWINE OPERATING PARTNERSHIP, L.P. | Brandywine Operating Partnership LP
Organization of The Parent Company and The Operating Partnership [Line Items]
Ownership in the operating partnership	100.00%
Unconsolidated Real Estate Ventures | Unconsolidated Properties
Organization of The Parent Company and The Operating Partnership [Line Items]
Number of real estate properties | property	12

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ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP - Summary of Core Portfolio of Operating Properties and Excludes Development, Redevelopment and Held for Sale (Details)	Dec. 31, 2022 ft² property
Real Estate Properties [Line Items]
Number of Properties | property	77
Rentable Square Feet | ft²	13,578,188
Core Properties
Real Estate Properties [Line Items]
Number of Properties | property	72
Rentable Square Feet | ft²	12,791,041
Office properties
Real Estate Properties [Line Items]
Number of Properties | property	67
Rentable Square Feet | ft²	11,848,707
Mixed-use properties
Real Estate Properties [Line Items]
Number of Properties | property	5
Rentable Square Feet | ft²	942,334
Development property
Real Estate Properties [Line Items]
Number of Properties | property	2
Rentable Square Feet | ft²	350,488
Redevelopment properties
Real Estate Properties [Line Items]
Number of Properties | property	3
Rentable Square Feet | ft²	436,659

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in Depreciable Lives of Real Estate Investments (Details) - Service Life $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($)
Real Estate Properties [Line Items]
Number of properties that changed estimated useful lives (in years) | property	7
Depreciation expense | $	$ 14.6	$ 9.8
Building
Real Estate Properties [Line Items]
Property, plant, and equipment, estimated useful life	12	35

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Principles of Consolidation (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Assets	$ 3,874,505	$ 3,846,196
Liabilities	2,241,171	2,144,977
Variable Interest Entity
Variable Interest Entity [Line Items]
Assets	47,300	46,500
Liabilities	$ 21,000	$ 21,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Purchase Price Allocation and Depreciation and Amortization (Details)	12 Months Ended
	Dec. 31, 2022
Minimum
Construction in Progress [Line Items]
Expected lease-up periods	4 months
Minimum | Buildings and Improvements
Construction in Progress [Line Items]
Buildings and improvements useful life	5 years
Minimum | Tenant Improvements
Construction in Progress [Line Items]
Buildings and improvements useful life	1 year
Maximum
Construction in Progress [Line Items]
Expected lease-up periods	12 months
Maximum | Buildings and Improvements
Construction in Progress [Line Items]
Buildings and improvements useful life	55 years
Maximum | Tenant Improvements
Construction in Progress [Line Items]
Buildings and improvements useful life	16 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment of Real Estate Assets (Details)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Disposition of assets, holding period	10 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Costs (Details)	Dec. 31, 2022
Minimum
Lessor, Lease, Description [Line Items]
Deferred cost, amortization period	1 year
Maximum
Lessor, Lease, Description [Line Items]
Deferred cost, amortization period	16 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenue	$ 506,100	$ 486,819	$ 534,852
Rents
Disaggregation of Revenue [Line Items]
Total revenue	470,851	451,519	513,504
Total lease revenue
Disaggregation of Revenue [Line Items]
Total revenue	453,198	433,766	497,264
Fixed rent
Disaggregation of Revenue [Line Items]
Total revenue	353,387	343,924	393,178
Variable rent
Disaggregation of Revenue [Line Items]
Total revenue	99,811	89,842	104,086
Amortization of deferred market rents
Disaggregation of Revenue [Line Items]
Total revenue	2,582	5,377	4,868
Daily parking & hotel flexible stay
Disaggregation of Revenue [Line Items]
Total revenue	15,071	12,376	11,372
Third party management fees, labor reimbursement and leasing
Disaggregation of Revenue [Line Items]
Total revenue	24,132	26,444	18,580
Other income
Disaggregation of Revenue [Line Items]
Total revenue	11,117	8,856	2,768
Philadelphia CBD
Disaggregation of Revenue [Line Items]
Total revenue	220,875	207,858	232,028
Philadelphia CBD | Rents
Disaggregation of Revenue [Line Items]
Total revenue	218,078	204,848	229,619
Philadelphia CBD | Total lease revenue
Disaggregation of Revenue [Line Items]
Total revenue	202,380	191,026	217,696
Philadelphia CBD | Fixed rent
Disaggregation of Revenue [Line Items]
Total revenue	151,034	149,441	166,286
Philadelphia CBD | Variable rent
Disaggregation of Revenue [Line Items]
Total revenue	51,346	41,585	51,410
Philadelphia CBD | Amortization of deferred market rents
Disaggregation of Revenue [Line Items]
Total revenue	1,308	2,064	1,146
Philadelphia CBD | Daily parking & hotel flexible stay
Disaggregation of Revenue [Line Items]
Total revenue	14,390	11,758	10,777
Philadelphia CBD | Third party management fees, labor reimbursement and leasing
Disaggregation of Revenue [Line Items]
Total revenue	287	893	927
Philadelphia CBD | Other income
Disaggregation of Revenue [Line Items]
Total revenue	2,510	2,117	1,482
Pennsylvania Suburbs
Disaggregation of Revenue [Line Items]
Total revenue	128,940	124,566	141,613
Pennsylvania Suburbs | Rents
Disaggregation of Revenue [Line Items]
Total revenue	128,551	124,256	141,162
Pennsylvania Suburbs | Total lease revenue
Disaggregation of Revenue [Line Items]
Total revenue	128,541	124,106	140,995
Pennsylvania Suburbs | Fixed rent
Disaggregation of Revenue [Line Items]
Total revenue	116,926	113,748	128,044
Pennsylvania Suburbs | Variable rent
Disaggregation of Revenue [Line Items]
Total revenue	11,615	10,358	12,951
Pennsylvania Suburbs | Amortization of deferred market rents
Disaggregation of Revenue [Line Items]
Total revenue	10	(9)	(12)
Pennsylvania Suburbs | Daily parking & hotel flexible stay
Disaggregation of Revenue [Line Items]
Total revenue	0	159	179
Pennsylvania Suburbs | Third party management fees, labor reimbursement and leasing
Disaggregation of Revenue [Line Items]
Total revenue	35	34	39
Pennsylvania Suburbs | Other income
Disaggregation of Revenue [Line Items]
Total revenue	354	276	412
Austin, Texas
Disaggregation of Revenue [Line Items]
Total revenue	96,329	101,680	102,982
Austin, Texas | Rents
Disaggregation of Revenue [Line Items]
Total revenue	95,414	100,826	102,069
Austin, Texas | Total lease revenue
Disaggregation of Revenue [Line Items]
Total revenue	93,789	97,395	98,489
Austin, Texas | Fixed rent
Disaggregation of Revenue [Line Items]
Total revenue	60,831	62,545	63,366
Austin, Texas | Variable rent
Disaggregation of Revenue [Line Items]
Total revenue	32,958	34,850	35,123
Austin, Texas | Amortization of deferred market rents
Disaggregation of Revenue [Line Items]
Total revenue	1,264	3,322	3,531
Austin, Texas | Daily parking & hotel flexible stay
Disaggregation of Revenue [Line Items]
Total revenue	361	109	49
Austin, Texas | Third party management fees, labor reimbursement and leasing
Disaggregation of Revenue [Line Items]
Total revenue	486	452	689
Austin, Texas | Other income
Disaggregation of Revenue [Line Items]
Total revenue	429	402	224
Metropolitan Washington, D.C.
Disaggregation of Revenue [Line Items]
Total revenue	21,899	19,865	40,223
Metropolitan Washington, D.C. | Rents
Disaggregation of Revenue [Line Items]
Total revenue	18,053	13,173	33,509
Metropolitan Washington, D.C. | Total lease revenue
Disaggregation of Revenue [Line Items]
Total revenue	17,969	13,056	33,374
Metropolitan Washington, D.C. | Fixed rent
Disaggregation of Revenue [Line Items]
Total revenue	16,686	12,410	29,830
Metropolitan Washington, D.C. | Variable rent
Disaggregation of Revenue [Line Items]
Total revenue	1,283	646	3,544
Metropolitan Washington, D.C. | Amortization of deferred market rents
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0
Metropolitan Washington, D.C. | Daily parking & hotel flexible stay
Disaggregation of Revenue [Line Items]
Total revenue	84	117	135
Metropolitan Washington, D.C. | Third party management fees, labor reimbursement and leasing
Disaggregation of Revenue [Line Items]
Total revenue	3,723	6,548	6,541
Metropolitan Washington, D.C. | Other income
Disaggregation of Revenue [Line Items]
Total revenue	123	144	173
Other
Disaggregation of Revenue [Line Items]
Total revenue	14,711	14,015	13,469
Other | Rents
Disaggregation of Revenue [Line Items]
Total revenue	12,685	10,913	10,900
Other | Total lease revenue
Disaggregation of Revenue [Line Items]
Total revenue	12,449	10,680	10,465
Other | Fixed rent
Disaggregation of Revenue [Line Items]
Total revenue	9,805	8,020	8,064
Other | Variable rent
Disaggregation of Revenue [Line Items]
Total revenue	2,644	2,660	2,401
Other | Amortization of deferred market rents
Disaggregation of Revenue [Line Items]
Total revenue	0	0	203
Other | Daily parking & hotel flexible stay
Disaggregation of Revenue [Line Items]
Total revenue	236	233	232
Other | Third party management fees, labor reimbursement and leasing
Disaggregation of Revenue [Line Items]
Total revenue	1,988	3,077	2,560
Other | Other income
Disaggregation of Revenue [Line Items]
Total revenue	38	25	9
Corporate
Disaggregation of Revenue [Line Items]
Total revenue	23,346	18,835	4,537
Corporate | Rents
Disaggregation of Revenue [Line Items]
Total revenue	(1,930)	(2,497)	(3,755)
Corporate | Total lease revenue
Disaggregation of Revenue [Line Items]
Total revenue	(1,930)	(2,497)	(3,755)
Corporate | Fixed rent
Disaggregation of Revenue [Line Items]
Total revenue	(1,895)	(2,240)	(2,412)
Corporate | Variable rent
Disaggregation of Revenue [Line Items]
Total revenue	(35)	(257)	(1,343)
Corporate | Amortization of deferred market rents
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0
Corporate | Daily parking & hotel flexible stay
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0
Corporate | Third party management fees, labor reimbursement and leasing
Disaggregation of Revenue [Line Items]
Total revenue	17,613	15,440	7,824
Corporate | Other income
Disaggregation of Revenue [Line Items]
Total revenue	$ 7,663	$ 5,892	$ 468

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) $ in Billions	Dec. 31, 2022	Dec. 31, 2021
Income Tax Contingency [Line Items]
Tax basis of assets, cost for income tax purposes	$ 3.2	$ 3.1
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Income Tax Contingency [Line Items]
Tax basis of assets, cost for income tax purposes	$ 3.2	$ 3.1

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REAL ESTATE INVESTMENTS - Schedule of Gross Carrying Value of Operating Properties (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Real Estate [Abstract]
Land	$ 403,998	$ 410,144
Building and improvements	2,760,357	2,653,492
Tenant improvements	452,885	408,966
Total	$ 3,617,240	$ 3,472,602

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REAL ESTATE INVESTMENTS - Schedule of Capitalized Construction Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Internal direct construction costs	$ 9,332	$ 7,902	$ 8,366
Capitalized interest	4,700	7,000	4,600
Development
Property, Plant and Equipment [Line Items]
Internal direct construction costs	5,343	4,815	4,802
Redevelopment
Property, Plant and Equipment [Line Items]
Internal direct construction costs	1,484	1,170	543
Tenant Improvements
Property, Plant and Equipment [Line Items]
Internal direct construction costs	$ 2,505	$ 1,917	$ 3,021

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REAL ESTATE INVESTMENTS - Schedule of Acquired Properties (Details) $ in Thousands						12 Months Ended
	Apr. 29, 2022 USD ($)	Jan. 21, 2022 USD ($) a	Nov. 30, 2020 USD ($) ft²	Nov. 05, 2020 USD ($) ft²	Feb. 27, 2020 USD ($) a	Dec. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Apr. 29, 2022 ft²	Apr. 29, 2022 a
Business Acquisition [Line Items]
Purchase price						$ 3,446	$ 0	$ 41,950
Area of real estate property | ft²						13,578,188
Land | 631 Park Avenue
Business Acquisition [Line Items]
Land area | a		3.3
Purchase price		$ 3,650
Land | 3151 Market Street
Business Acquisition [Line Items]
Land area									0.8	0.8
Purchase price	$ 27,349
Lease agreement term (in years)	99 years
Prepaid Rent	$ 19,500
Area of real estate property | ft²									500,000
Land | 155 King of Prussia Road
Business Acquisition [Line Items]
Land area | a					7.75
Purchase price					$ 11,250
Land | Schuylkill Yards Project
Business Acquisition [Line Items]
Area of real estate property | ft²									200,000
Operating Lease Costs, Capitalized	$ 7,800
Office | 1505-11 Race Street
Business Acquisition [Line Items]
Rentable Square Feet | ft²				119,763
Purchase price				$ 9,700
Office | 250 King of Prussia Road
Business Acquisition [Line Items]
Rentable Square Feet | ft²			169,843
Purchase price			$ 20,250

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REAL ESTATE INVESTMENTS - Schedule of Asset Acquisition (Details) - 1505-11 Race Street $ in Thousands	Nov. 05, 2020 USD ($)
Schedule of Investments [Line Items]
Building, land and improvements	$ 9,723
Intangible assets acquired	2,422
Below market lease liabilities assumed	(2,193)
Total unencumbered acquisition value	$ 9,952
Below Market Lease
Schedule of Investments [Line Items]
Weighted average amortization period	1 year 6 months
Intangible Assets Acquired
Schedule of Investments [Line Items]
Weighted average amortization period	1 year 6 months

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REAL ESTATE INVESTMENTS - Schedule of Office Properties Sold (Details) $ in Thousands															12 Months Ended
	Nov. 22, 2022 USD ($) ft²	Sep. 30, 2022 USD ($)	Jul. 29, 2022 USD ($) a	Jul. 14, 2022 USD ($) a ft²	Jun. 28, 2022 USD ($)	Apr. 14, 2022 USD ($) a	Jan. 20, 2022 USD ($) a	Sep. 08, 2021 USD ($) ft²	Jul. 06, 2021 USD ($) ft²	Feb. 02, 2021 USD ($) a	Dec. 21, 2020 USD ($) ft² property	Jul. 21, 2020 USD ($) ft² property	Jun. 15, 2020 USD ($) a	Mar. 19, 2020 USD ($) ft²	Dec. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jun. 28, 2022 ft²	Jun. 28, 2022 a
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (Loss) on Sale															$ 17,677	$ 142	$ 289,461
Sale of ownership interest percentage											60.00%
Area of real estate property | ft²															13,578,188
Mid-Atlantic Office Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Variable consideration											$ 4,100
Mid-Atlantic Office Portfolio | Minimum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Variable consideration holdback term (in months)											6 months
Mid-Atlantic Office Portfolio | Maximum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Variable consideration holdback term (in months)											9 months
Commerce Square
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales Price												$ 115,000
Sale of ownership interest percentage												30.00%
Value of assets disposed of												$ 600,000
Net gain on disposition of real estate												$ 271,900
Office | 200 Barr Harbor Drive
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Rentable Square Feet | ft²	86,000
Sales Price	$ 30,500
Gain (Loss) on Sale	$ 8,740
Office | Gibbsboro Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (Loss) on Sale															$ 100
Office | Mid-Atlantic Office Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Rentable Square Feet | ft²											1,128,645
Sales Price											$ 192,943
Gain (Loss) on Sale											$ 15,164
Number of properties sold | property											12
Office | Mid-Atlantic Office Portfolio | Pennsylvania
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties sold | property											9
Office | Mid-Atlantic Office Portfolio | Maryland
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties sold | property											3
Office | Commerce Square
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Rentable Square Feet | ft²											1,896,142	1,896,142
Sales Price												$ 115,000
Gain (Loss) on Sale												$ 271,905
Number of properties sold | property												2
Office | 52 East Swedesford Road
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Rentable Square Feet | ft²														131,077
Sales Price														$ 18,000
Gain (Loss) on Sale														$ 2,336
Land | 11501 Burnet Road
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Land area | a			4.7
Sales Price			$ 32,513
Gain (Loss) on Sale			$ 8,340
Land | 3151 Market Street
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Area of real estate property | ft²				500,000
Land | Gibbsboro Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (Loss) on Sale															$ 700
Land | 25 M Street
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Land area | a						0.8
Sales Price						$ 29,675
Gain (Loss) on Sale		$ 400				$ 3,836
Land | Gateway G & H
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Land area | a							10
Sales Price							$ 1,600
Gain (Loss) on Sale							$ 897
Land | 1100 Lenox Drive
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Land area | ft²								5
Sales Price								$ 2,575
Gain (Loss) on Sale								$ 68
Land | 2100-2200 Lenox Drive
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Land area | ft²									35.2
Sales Price									$ 8,900
Gain (Loss) on Sale									$ 842
Land | Keith Valley
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Land area | a													14.0
Sales Price													$ 4,000
Gain (Loss) on Sale													$ 201
Leasehold Interest | 3151 Market Street
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Land area | a				0.8
Sales Price				$ 30,394
Gain (Loss) on Sale				$ 2,583
Lease agreement term (in years)				99 years
Leasehold Interest | 3025 JFK Venture
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Land area | a										1
Sales Price										$ 34,800
Gain (Loss) on Sale										$ 2,000
Office/Land | Gibbsboro Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Land area																		42,809	4.0
Sales Price					$ 4,100
Gain (Loss) on Sale					$ 831

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REAL ESTATE INVESTMENTS - Dispositions (Narrative) (Details) $ in Thousands				12 Months Ended
	Feb. 23, 2023 USD ($) ft²	Jul. 14, 2022 USD ($) a ft²	Feb. 02, 2021 USD ($)	Dec. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jul. 23, 2021 USD ($)	Feb. 02, 2021 ft²	Feb. 02, 2021 a	Nov. 05, 2020 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Area of real estate property | ft²				13,578,188
Investment in real estate ventures, at equity				$ 532,224	$ 411,110
Net gain on sale of undepreciated real estate				8,007	2,903	$ 201
Net gain on disposition of real estate				$ 17,677	$ 142	$ 289,461
Land | 3151 Market Street
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Area of real estate property | ft²		500,000
Land | 3151 Market Street | Subsequent Event
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Area of real estate property | ft²	200,000
Leasehold Interest | 3151 Market Street
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Lease agreement term (in years)		99 years
Land area | a		0.8
Sales Price		$ 30,394
Net gain on disposition of real estate		$ 2,583
Leasehold Interest | 3151 Market Street | Subsequent Event
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales Price	$ 7,800
Net gain on disposition of real estate	$ 800
3025 JFK Venture
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Lease agreement term (in years)			99 years
Land area								1	1
Investment in real estate ventures, at equity			$ 34,800				$ 34,800
Net gain on sale of undepreciated real estate			$ 2,000
1505-11 Race Street
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Transaction costs capitalized										$ 300

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REAL ESTATE INVESTMENTS - 3151 Market Venture (Narrative) (Details) $ in Thousands		12 Months Ended
	Jul. 14, 2022 USD ($) ft²	Dec. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Schedule of Investments [Line Items]
Area of real estate property | ft²		13,578,188
Net gain on disposition of real estate		$ 17,677	$ 142	$ 289,461
Land | 3151 Market Street
Schedule of Investments [Line Items]
Area of real estate property | ft²	500,000
Leasehold Interest | 3151 Market Street
Schedule of Investments [Line Items]
Lease agreement term (in years)	99 years
Sales Price	$ 30,394
Net gain on disposition of real estate	$ 2,583

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REAL ESTATE INVESTMENTS - Held for Use Impairment and Sale (Narrative) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) property	Jan. 20, 2022 USD ($)	Dec. 31, 2021 USD ($) a parcel	Dec. 31, 2020 USD ($) a parcel
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment of properties held for use	$ 4,700
Assets held for sale, net	$ 0		$ 562
Number of real estate properties | property	77
Held for Sale Properties Included in Continuing Operations | Other Land
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale, net			$ 600
Aggregate sales price		$ 1,600
Held for Sale Properties Included in Continuing Operations | Other Land | OTHER
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of land parcels | parcel			2
Land area | a			10.0
Held for Sale Properties Included in Continuing Operations | Land Held For Development
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale, net				$ 7,300
Held for Sale Properties Included in Continuing Operations | Land Held For Development | OTHER
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Land area | a				35.2
Number of real estate properties | parcel				2

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Narrative (Details) $ in Thousands, ft² in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) ft² a property apartment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of real estate properties | property	77
Investment balance | $	$ 532,224	$ 411,110
Accounts receivable | $	11,003	11,875
Real Estate Venture
Schedule of Equity Method Investments [Line Items]
Accounts receivable | $	2,900	2,500
Management Fees | Real Estate Venture
Schedule of Equity Method Investments [Line Items]
Service and other revenue | $	8,200	8,100	$ 4,700
Leasing Commission Income | Real Estate Venture
Schedule of Equity Method Investments [Line Items]
Service and other revenue | $	2,500	$ 3,800	$ 1,100
Unconsolidated Real Estate Ventures
Schedule of Equity Method Investments [Line Items]
Investment balance | $	$ 532,200
Unconsolidated Real Estate Ventures | Minimum
Schedule of Equity Method Investments [Line Items]
Ownership percentage	15.00%
Unconsolidated Real Estate Ventures | Maximum
Schedule of Equity Method Investments [Line Items]
Ownership percentage	70.00%
Unconsolidated Real Estate Ventures | Office Properties
Schedule of Equity Method Investments [Line Items]
Number of unconsolidated investments in real estate ventures | property	5
Rentable square feet | ft²	9.1
Unconsolidated Real Estate Ventures | Other Liabilities
Schedule of Equity Method Investments [Line Items]
Investment balance | $	$ (35,400)
Unconsolidated Real Estate Ventures | Unconsolidated Properties
Schedule of Equity Method Investments [Line Items]
Number of real estate properties | property	12
Number of real estate properties with negative investment balances | property	1
Unconsolidated Real Estate Ventures | Land Held For Development
Schedule of Equity Method Investments [Line Items]
Number of unconsolidated investments in real estate ventures | property	2
Land area | a	1.4
Unconsolidated Real Estate Ventures | Land Under Active Development
Schedule of Equity Method Investments [Line Items]
Number of unconsolidated investments in real estate ventures | property	4
Land area | a	7.5
Unconsolidated Real Estate Ventures | Mixed Use Tower
Schedule of Equity Method Investments [Line Items]
Number of unconsolidated investments in real estate ventures | property	1
Rentable square feet | ft²	0.2
Number of property units | apartment	250

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Schedule of Investment in Real Estate Ventures and Share of Real Estate Ventures' Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Nov. 30, 2022	Feb. 02, 2021	Dec. 21, 2020
Schedule of Equity Method Investments [Line Items]
Carrying Amount	$ 532,224	$ 411,110
Company's Share of unconsolidated real estate venture Income (Loss)	(22,016)	(26,697)	$ (18,584)
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 1,204,779	961,509
Commerce Square Venture
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	70.00%
Carrying Amount	$ 238,105	247,798
Company's Share of unconsolidated real estate venture Income (Loss)	(12,128)	(15,501)	(9,150)
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 206,737	213,069
Mid-Atlantic Office Venture
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	40.00%					40.00%
Carrying Amount	$ 31,005	31,680
Company's Share of unconsolidated real estate venture Income (Loss)	412	932	96
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 128,904	123,015
Brandywine - AI Venture LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	50.00%
Carrying Amount	$ 0	0
Company's Share of unconsolidated real estate venture Income (Loss)	0	(721)	185
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 0	0
Herndon Innovation Center Metro Portfolio Venture, LLC
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	15.00%
Carrying Amount	$ 15,304	15,844
Company's Share of unconsolidated real estate venture Income (Loss)	(536)	(174)	(358)
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 207,302	207,302
MAP Venture
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	50.00%
Carrying Amount	$ (35,411)	(24,396)
Company's Share of unconsolidated real estate venture Income (Loss)	(8,340)	(8,683)	(6,570)
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 182,053	184,263
Cira Square
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	20.00%
Carrying Amount	$ 27,815	0
Company's Share of unconsolidated real estate venture Income (Loss)	(985)	0	0
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 257,700	0
4040 Wilson Venture
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	50.00%
Carrying Amount	$ 29,633	31,059
Company's Share of unconsolidated real estate venture Income (Loss)	(1,211)	(2,258)	(2,162)
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 145,070	145,000
1919 Venture
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	50.00%			50.00%
Carrying Amount	$ 0	13,791
Company's Share of unconsolidated real estate venture Income (Loss)	1,392	427	59
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 0	88,860
3025 JFK Venture
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	55.00%				55.00%
Carrying Amount	$ 57,630	56,370
Company's Share of unconsolidated real estate venture Income (Loss)	(35)	(118)	0
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 60,118	0
JBG 51 N Street
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	70.00%
Carrying Amount	$ 21,208	21,213
Company's Share of unconsolidated real estate venture Income (Loss)	(382)	(402)	(457)
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 0	0
JBG 1250 First Street Office
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	70.00%
Carrying Amount	$ 17,759	17,751
Company's Share of unconsolidated real estate venture Income (Loss)	(195)	(199)	(227)
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 0	0
3151 Market Street Venture
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	55.00%
Carrying Amount	$ 63,751	0
Company's Share of unconsolidated real estate venture Income (Loss)	(8)	0	0
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 0	0
One Uptown - Office
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	50.00%
Carrying Amount	$ 34,980	0
Company's Share of unconsolidated real estate venture Income (Loss)	0	0	0
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 16,895	0
One Uptown - Multifamily
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	50.00%
Carrying Amount	$ 30,445	0
Company's Share of unconsolidated real estate venture Income (Loss)	0	0	$ 0
Unconsolidated Real Estate Venture Debt at 100%, gross	$ 0	$ 0

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Financial Position of Real Estate Ventures (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of Equity Method Investments [Line Items]
Net property	$ 2,904,788	$ 2,955,068
Other assets	78,667	133,094
Other liabilities	52,331	48,683
Equity	1,633,334	1,701,219	$ 1,804,648	$ 1,688,303
Investment In Nonconsolidated Real Estate
Schedule of Equity Method Investments [Line Items]
Net property	2,117,226	1,563,263
Other assets	506,213	434,687
Other liabilities	446,101	331,947
Debt, net	1,198,213	956,668
Equity	$ 979,125	$ 709,335

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Schedule of Results of Operations of Real Estate Ventures with Interests (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Revenue	$ 506,100	$ 486,819	$ 534,852
Operating expenses	(412,054)	(396,569)	(424,027)
Interest expense, net	(68,764)	(62,617)	(73,911)
Depreciation and amortization	(177,984)	(178,105)	(188,283)
Provision for impairment	(4,663)	0	0
Net income	53,992	12,366	307,326
Equity in loss of unconsolidated real estate ventures	(22,016)	(26,697)	(18,584)
Investment In Nonconsolidated Real Estate
Schedule of Equity Method Investments [Line Items]
Revenue	244,981	214,792	150,276
Operating expenses	(124,608)	(117,273)	(85,812)
Interest expense, net	(49,007)	(30,569)	(22,661)
Depreciation and amortization	(103,378)	(97,147)	(70,805)
Provision for impairment	0	(1,393)	0
Net income	(32,012)	(31,590)	(29,002)
Company's share of net loss	(21,594)	(25,972)	(18,540)
Basis adjustments and other	$ (422)	$ (725)	$ (44)

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Schedule of Maturities of Long-term Debt (Details) - Unconsolidated Real Estate Ventures $ in Thousands	Dec. 31, 2022 USD ($)
Schedule of Equity Method Investments [Line Items]
2023	$ 388,789
2024	593,907
2025	60,118
2026	161,965
2027	0
Thereafter	0
Total principal payments	1,204,779
Net deferred financing costs	(6,837)
Net original issue premium	271
Outstanding indebtedness	$ 1,198,213

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - One Uptown Ventures (Details) $ in Thousands			12 Months Ended
	Jul. 29, 2022 USD ($) numberOfLoan	Jun. 30, 2022	Dec. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 01, 2021 USD ($) ft² property apartment
Schedule of Equity Method Investments [Line Items]
Investment in real estate ventures, at equity			$ 532,224	$ 411,110
Area of real estate property | ft²			13,578,188
Unsecured Debt
Schedule of Equity Method Investments [Line Items]
Long-term debt, gross			$ 1,971,411	1,851,610
Unsecured Debt | $600 million Unsecured Credit Facility
Schedule of Equity Method Investments [Line Items]
Long-term debt, gross			$ 88,500	$ 23,000
Unsecured Debt | Daily SOFR Adjustment | $600 million Unsecured Credit Facility
Schedule of Equity Method Investments [Line Items]
Basis spread on interest rate (as percent)		0.10%	0.10%
One Uptown Venture
Schedule of Equity Method Investments [Line Items]
Investment in real estate ventures, at equity					$ 335,600
Number of apartment residences | apartment					341
Joint venture, funding committed by other party					$ 64,500
Ownership percentage			50.00%
One Uptown Venture | Carry Guarantee | Loans Payable
Schedule of Equity Method Investments [Line Items]
Guarantee obligations, payment (as percent)	30.00%
One Uptown Venture | Limited Payment Guarantee | Loans Payable
Schedule of Equity Method Investments [Line Items]
Guarantee obligations, payment (as percent)	15.00%
One Uptown Venture | Construction Loans
Schedule of Equity Method Investments [Line Items]
Number of loans closed | numberOfLoan	2
Long-term debt, gross	$ 121,700
One Uptown Venture | Construction Loans | Multifamily Joint Venture
Schedule of Equity Method Investments [Line Items]
Long-term debt, gross	$ 85,000
One Uptown Venture | Construction Loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Schedule of Equity Method Investments [Line Items]
Basis spread on interest rate (as percent)	3.00%
One Uptown Venture | Construction Loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Multifamily Joint Venture
Schedule of Equity Method Investments [Line Items]
Basis spread on interest rate (as percent)	2.45%
One Uptown Venture | Preferred Stock
Schedule of Equity Method Investments [Line Items]
Ownership percentage					50.00%
One Uptown Venture | Common Stock
Schedule of Equity Method Investments [Line Items]
Ownership percentage					50.00%
One Uptown Venture | Canyon Partners Real Estate
Schedule of Equity Method Investments [Line Items]
Number of joint ventures | property					2
One Uptown Venture | Class A Workspace
Schedule of Equity Method Investments [Line Items]
Area of real estate property | ft²					348,000
One Uptown Venture | Street Level Retail
Schedule of Equity Method Investments [Line Items]
Area of real estate property | ft²					15,000

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - 3151 Market Street Venture (Details) $ in Thousands	Dec. 31, 2022 USD ($) ft²	Jul. 14, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)
Schedule of Equity Method Investments [Line Items]
Area of real estate property | ft²	13,578,188
Investment in real estate ventures, at equity	$ 532,224		$ 411,110
3151 Market Street
Schedule of Equity Method Investments [Line Items]
Area of real estate property | ft²		417,000
Investment in real estate ventures, at equity		$ 308,000
3151 Market Street | Joint Venture With Unaffiliated Third Party
Schedule of Equity Method Investments [Line Items]
Investment in real estate ventures, at equity		$ 55,000
3151 Market Street | Joint Venture With Unaffiliated Third Party | Joint Venture With Unaffiliated Third Party
Schedule of Equity Method Investments [Line Items]
Ownership percentage		45.00%

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Cira Square (Details) $ in Thousands		12 Months Ended
	Mar. 17, 2022 USD ($) ft²	Dec. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Schedule of Equity Method Investments [Line Items]
Area of real estate property | ft²		13,578,188
Purchase price		$ 3,446	$ 0	$ 41,950
Cira Square REIT, LLC
Schedule of Equity Method Investments [Line Items]
Cost of equity method investment	$ 383,000
Ownership percentage	20.00%
Purchase price	$ 28,600
Interest rate, maximum	6.75%
Cira Square REIT, LLC | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Schedule of Equity Method Investments [Line Items]
Basis spread on interest rate (as percent)	3.50%
Cira Square REIT, LLC | Secured Debt
Schedule of Equity Method Investments [Line Items]
Debt instrument, face amount	$ 257,700
Office Properties | Cira Square REIT, LLC
Schedule of Equity Method Investments [Line Items]
Area of real estate property | ft²	862,692

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - 4040 Wilson Venture (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 a ft² property	Dec. 31, 2021 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of real estate properties | property	77
Area of real estate property | ft²	13,578,188
4040 Wilson Venture
Schedule of Equity Method Investments [Line Items]
Number of real estate properties | property	1
Area of real estate property | ft²	225,000
Land area | a	250
Ownership percentage	50.00%
4040 Wilson Venture | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Schedule of Equity Method Investments [Line Items]
Debt instrument, interest rate	5.70%
4040 Wilson Venture | Construction Loans
Schedule of Equity Method Investments [Line Items]
Long-term debt, gross | $		$ 150.0
4040 Wilson Venture | Secured Debt | Mortgage Loan Secured By Property
Schedule of Equity Method Investments [Line Items]
Long-term debt, gross | $		$ 155.0
4040 Wilson Venture | Secured Debt | Mortgage Loan Secured By Property | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Schedule of Equity Method Investments [Line Items]
Basis spread on interest rate (as percent)	1.80%

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Brandywine - AI Venture (Details) $ in Thousands		12 Months Ended
	Nov. 09, 2021 USD ($) ft²	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($) ft²
Schedule of Equity Method Investments [Line Items]
Net gain on real estate venture transactions		$ 26,718	$ 2,973	$ 75
Impairment of properties held for use		$ 4,700
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]					Equity in loss of unconsolidated real estate ventures
Fairview Properties | Brandywine - AI Venture LLC
Schedule of Equity Method Investments [Line Items]
Provision for impairment on assets held for sale			1,400
Impairment of properties held for use					$ 5,600
Fairview Properties | Brandywine - AI Venture LLC | Brandywine Realty Trust
Schedule of Equity Method Investments [Line Items]
Provision for impairment on assets held for sale			$ 700
Impairment of properties held for use					$ 2,800
Falls Church, Virginia | Brandywine - AI Venture LLC
Schedule of Equity Method Investments [Line Items]
Rentable square feet | ft²	183,618				180,659
Aggregate sales price	$ 27,600
Gross proceeds from sale	12,600
Net gain on real estate venture transactions	$ 3,000				$ 2,200
Debt, net					$ 26,000

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - 3025 JFK Venture (Details) $ in Thousands	Feb. 02, 2021 a	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 23, 2021 USD ($)	Feb. 02, 2021 ft²	Feb. 02, 2021	Feb. 02, 2021 USD ($)
Schedule of Equity Method Investments [Line Items]
Investment in real estate ventures, at equity		$ 532,224	$ 411,110
3025 JFK Venture
Schedule of Equity Method Investments [Line Items]
Ownership percentage		55.00%				55.00%
3025 JFK Venture
Schedule of Equity Method Investments [Line Items]
Lease agreement term (in years)	99 years
Land area	1				1
Investment in real estate ventures, at equity				$ 34,800			$ 34,800
Area of building to be constructed | ft²					570,000
Estimated project cost							287,300
Joint venture, funding committed by other party							$ 45,200
Ownership interest held by partner						45.00%
Construction loan amount		$ 186,700		$ 186,700
Joint venture, funding committed		$ 20,500
3025 JFK Venture | LIBOR
Schedule of Equity Method Investments [Line Items]
Debt instrument, interest rate, stated percentage				3.50%
Interest rate, floor				0.25%

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Mid-Atlantic Office JV (Details) $ in Thousands		12 Months Ended
	Dec. 21, 2020 USD ($) ft² property	Dec. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of real estate properties | property		77
Investment in real estate ventures, at equity		$ 532,224	$ 411,110
Mid-Atlantic Office JV Loan
Schedule of Equity Method Investments [Line Items]
Secured construction loan with total borrowing capacity		18,500
Philadelphia CBD
Schedule of Equity Method Investments [Line Items]
Investment in real estate ventures, at equity		387,301	317,959
Metropolitan Washington, D.C.
Schedule of Equity Method Investments [Line Items]
Investment in real estate ventures, at equity		$ 83,903	$ 85,867
Mid-Atlantic Office Venture
Schedule of Equity Method Investments [Line Items]
Ownership percentage	40.00%	40.00%
Ownership percentage of total common equity	20.00%
Joint venture, funding from debt	$ 147,400
Proceeds from issuance of secured debt	$ 120,800
Mid-Atlantic Office Venture | Mid-Atlantic Office JV Loan | Maximum
Schedule of Equity Method Investments [Line Items]
Debt instrument, interest rate, stated percentage		5.70%
Mid-Atlantic Office Venture | Mid-Atlantic Office JV Loan | LIBOR
Schedule of Equity Method Investments [Line Items]
Basis spread on interest rate (as percent)		3.15%
Mid-Atlantic Office Venture | Preferred Equity Securities
Schedule of Equity Method Investments [Line Items]
Ownership percentage	25.00%
Investment in real estate ventures, at equity	$ 20,000
Mid-Atlantic Office Venture | Common Equity Securities
Schedule of Equity Method Investments [Line Items]
Ownership percentage	15.00%
Office Properties | Mid-Atlantic Office Venture
Schedule of Equity Method Investments [Line Items]
Number of real estate properties | property	12
Rentable square feet | ft²	1,128,645
Aggregate sales price	$ 192,900
Office Properties | Mid-Atlantic Office Venture | Philadelphia CBD
Schedule of Equity Method Investments [Line Items]
Number of real estate properties | property	9
Office Properties | Mid-Atlantic Office Venture | Metropolitan Washington, D.C.
Schedule of Equity Method Investments [Line Items]
Number of real estate properties | property	3

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Commerce Square Venture (Details)	Dec. 31, 2022 property	Dec. 21, 2020 ft²	Jul. 21, 2020 ft² property
Schedule of Equity Method Investments [Line Items]
Sale of ownership interest percentage		60.00%
Number of real estate properties	77
Commerce Square
Schedule of Equity Method Investments [Line Items]
Ownership percentage	70.00%
Commerce Square | Preferred Equity Securities
Schedule of Equity Method Investments [Line Items]
Ownership percentage	32.00%
Commerce Square | Common Equity Securities
Schedule of Equity Method Investments [Line Items]
Ownership percentage	38.00%
Commerce Square
Schedule of Equity Method Investments [Line Items]
Sale of ownership interest percentage			30.00%
Commerce Square | Office Properties
Schedule of Equity Method Investments [Line Items]
Number of real estate properties			2
Rentable square feet | ft²		1,896,142	1,896,142

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Hernadon Innovation Center Metro Portfolio Venture, LLC (Details)	Dec. 31, 2022 ft² property
Schedule of Equity Method Investments [Line Items]
Area of real estate property	13,578,188
Herndon Innovation Center Metro Portfolio Venture, LLC
Schedule of Equity Method Investments [Line Items]
Ownership percentage	15.00%
Herndon Innovation Center Metro Portfolio Venture, LLC | Metropolitan Washington, D.C. - Office
Schedule of Equity Method Investments [Line Items]
Number of properties contributed to joint venture | property	8
Area of real estate property	1,293,197
Herndon Innovation Center Metro Portfolio Venture, LLC | Metropolitan Washington, D.C. - Office | Minimum
Schedule of Equity Method Investments [Line Items]
Ownership percentage	15.00%
Herndon Innovation Center Metro Portfolio Venture, LLC | Metropolitan Washington, D.C. - Office | Maximum
Schedule of Equity Method Investments [Line Items]
Ownership percentage	85.00%

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - MAP Venture (Details) - MAP Venture $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) ft² property
Schedule of Equity Method Investments [Line Items]
Ground lease annual payments | $	$ 11.9
Ground lease annual rent expense increase percentage through November 2025	2.50%
Ground lease annual rent expense increase after November 2025	2.50%
Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Number of office properties owned | property	58
Rentable square feet | ft²	3,924,783

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - 1919 Ventures (Details) - USD ($) $ in Millions	Nov. 30, 2022	Dec. 31, 2022
1919 Venture | Affiliated Entity
Schedule of Equity Method Investments [Line Items]
Repayments of debt	$ 44.4
1919 Venture
Schedule of Equity Method Investments [Line Items]
Ownership percentage	50.00%	50.00%
Gross sales	$ 83.2
Gain on disposal	$ 26.7

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - JGB Ventures (Details)	Dec. 31, 2022 a joint_venture property
Schedule of Equity Method Investments [Line Items]
Number of real estate properties | property	77
JBG 51 N Street
Schedule of Equity Method Investments [Line Items]
Ownership percentage	70.00%
Area owned by real estate venture of undeveloped parcels of land	0.9
JBG 51 N Street | JBG Ventures
Schedule of Equity Method Investments [Line Items]
Ownership percentage	30.00%
JBG 1250 First Street Office
Schedule of Equity Method Investments [Line Items]
Ownership percentage	70.00%
Area owned by real estate venture of undeveloped parcels of land	0.5
JBG 1250 First Street Office | JBG Ventures
Schedule of Equity Method Investments [Line Items]
Ownership percentage	30.00%
JBG Ventures
Schedule of Equity Method Investments [Line Items]
Number of real estate properties | joint_venture	2

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DEBT AND PREFERRED EQUITY INVESTMENTS (Details)		3 Months Ended	12 Months Ended
	Nov. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($) property	Dec. 31, 2018 USD ($)	Dec. 31, 2022 property	Sep. 03, 2021 USD ($)
Summary of Investment Holdings [Line Items]
Number of real estate properties | property					77
Austin Preferred Equity Investment | Notes Receivable
Summary of Investment Holdings [Line Items]
Note receivable			$ 50,000,000
Number of real estate properties | property			2
Notes receivable, interest rate (as percent)			9.00%
Extension option term (in years)			1 year
Note receivable repurchased amount						$ 50,000,000
Gain on financing receivable redemption		$ 2,800,000
1919 Venture
Summary of Investment Holdings [Line Items]
Note receivable				$ 44,400,000
Notes receivable, interest rate (as percent)				4.00%
Debt, net				$ 44,400,000
Repayment of notes receivable	$ 44,400,000
Ownership Percentage	50.00%				50.00%

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LEASES - Schedule of Operating Lease Future Contractual Lease Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2023	$ 347,142
2024	344,641
2025	325,166
2026	304,102
2027	263,532
Thereafter	$ 1,041,686

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LEASES - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 lease property
Lessee, Lease, Description [Line Items]
Number of ground leases considered operating lease | lease	6
Number of properties subject to ground leases | property	3
Minimum
Lessee, Lease, Description [Line Items]
Lease terms (in years)	7 years
Maximum
Lessee, Lease, Description [Line Items]
Lease terms (in years)	62 years

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LEASES - Schedule of Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Fixed lease cost	$ 2,100	$ 2,100
Variable lease cost	67	43
Total	$ 2,167	$ 2,143
Weighted-average remaining lease term (years)	54 years 7 months 6 days	55 years 2 months 12 days
Weighted-average discount rate	6.30%	6.30%

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LEASES - Schedule of Operating Lease Liability Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Minimum Rent
2023	$ 1,263
2024	1,305
2025	1,321
2026	1,338
2027	1,355
Thereafter	106,437
Total lease payments	113,019
Less: Imputed interest	89,853
Present value of operating lease liabilities	$ 23,166	$ 22,962

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DEFERRED COSTS - Schedule of Deferred Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs [Line Items]
Leasing costs, Total Cost	$ 155,457	$ 143,895
Total Cost	160,145	150,194
Leasing costs, Accumulated Amortization	(62,920)	(57,445)
Total, Accumulated Amortization	(63,506)	(63,332)
Leasing costs, Deferred Costs, net	92,537	86,450
Deferred Costs, net	96,639	86,862
Financing costs - Unsecured Credit Facility
Deferred Costs [Line Items]
Financing costs, Total Cost	4,688	6,299
Financing costs, Accumulated Amortization	(586)	(5,887)
Financing costs, Deferred Costs, net	$ 4,102	$ 412

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DEFERRED COSTS - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Capitalized internal direct leasing costs	$ 3.0	$ 2.1	$ 1.6

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INTANGIBLE ASSETS AND LIABILITIES - Schedule of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Intangible assets, net:
Total Cost	$ 56,213	$ 73,029
Accumulated Amortization	(37,762)	(44,473)
Total	18,451	28,556
Intangible liabilities, net:
Total Cost	20,985	27,025
Accumulated Amortization	(10,663)	(14,044)
Total	10,322	12,981
In-place lease value
Intangible assets, net:
Total Cost	55,715	72,376
Accumulated Amortization	(37,437)	(44,066)
Total	18,278	28,310
Tenant relationship value
Intangible assets, net:
Total Cost	167	167
Accumulated Amortization	(104)	(97)
Total	63	70
Above market leases acquired
Intangible assets, net:
Total Cost	331	486
Accumulated Amortization	(221)	(310)
Total	$ 110	$ 176

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INTANGIBLE ASSETS AND LIABILITIES - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Tenant Move Outs Prior To End Of Lease Term
Finite-Lived Intangible Assets [Line Items]
Intangible assets written off through accelerated amortization	$ 0.4	$ 3.6	$ 0.3
Tenant Move-Outs
Finite-Lived Intangible Assets [Line Items]
Intangible assets written off through accelerated amortization	$ 0.1	$ 0.6	$ 0.1

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INTANGIBLE ASSETS AND LIABILITIES - Schedule of Amortization for Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
2023	$ 6,573
2024	4,332
2025	3,154
2026	1,094
2027	809
Thereafter	2,489
Total	18,451	$ 28,556
Liabilities
2023	1,516
2024	1,305
2025	1,029
2026	739
2027	623
Thereafter	5,110
Total	$ 10,322	$ 12,981

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DEBT OBLIGATIONS - Schedule of Consolidated Debt Obligations (Details) - Unsecured Debt - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 20, 2022	Dec. 13, 2022	Nov. 23, 2022	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt, gross	$ 1,971,411,000					$ 1,851,610,000
Plus: original issue premium (discount), net	2,934,000					8,187,000
Less: deferred financing costs	(9,307,000)					(6,211,000)
Total Debt Obligations	1,965,038,000					1,853,586,000
$600 million Unsecured Credit Facility
Debt Instrument [Line Items]
Debt instrument, face amount	600,000,000
Long-term debt, gross	$ 88,500,000					23,000,000
$600 million Unsecured Credit Facility | LIBOR
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)	1.15%
Unsecured Term Loan
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage				5.01%
Long-term debt, gross	$ 250,000,000			$ 250,000,000	$ 250,000,000	250,000,000
Basis spread on interest rate (as percent)	1.30%
$350.0M 3.95% Guaranteed Notes due 2023
Debt Instrument [Line Items]
Debt instrument, face amount	$ 350,000,000.0
Debt instrument, interest rate, stated percentage	3.95%	3.95%
Long-term debt, gross	$ 54,301,000	$ 295,700,000				350,000,000
Effective Interest Rate	3.87%
$350.0M 4.10% Guaranteed Notes due 2024
Debt Instrument [Line Items]
Debt instrument, face amount	$ 350,000,000.0
Debt instrument, interest rate, stated percentage	4.10%
Long-term debt, gross	$ 350,000,000					350,000,000
Effective Interest Rate	3.78%
$450.0M 3.95% Guaranteed Notes due 2027
Debt Instrument [Line Items]
Debt instrument, face amount	$ 450,000,000.0
Debt instrument, interest rate, stated percentage	3.95%
Long-term debt, gross	$ 450,000,000					450,000,000
Effective Interest Rate	4.03%
$350.0M 7.55% Guaranteed Notes due 2028
Debt Instrument [Line Items]
Debt instrument, face amount	$ 350,000,000.0		$ 350,000,000
Debt instrument, interest rate, stated percentage	7.55%
Long-term debt, gross	$ 350,000,000					0
Effective Interest Rate	7.73%
$350.0M 4.55% Guaranteed Notes due 2029
Debt Instrument [Line Items]
Debt instrument, face amount	$ 350,000,000.0
Debt instrument, interest rate, stated percentage	4.55%
Long-term debt, gross	$ 350,000,000					350,000,000
Effective Interest Rate	4.30%
Indenture IA (Preferred Trust I)
Debt Instrument [Line Items]
Long-term debt, gross	$ 27,062,000					27,062,000
Indenture IA (Preferred Trust I) | LIBOR
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)	1.25%
Indenture IB (Preferred Trust I)
Debt Instrument [Line Items]
Long-term debt, gross	$ 25,774,000					25,774,000
Indenture IB (Preferred Trust I) | LIBOR
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)	1.25%
Indenture II (Preferred Trust II)
Debt Instrument [Line Items]
Long-term debt, gross	$ 25,774,000					$ 25,774,000
Indenture II (Preferred Trust II) | LIBOR
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)	1.25%

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DEBT OBLIGATIONS - Narrative (Details)				12 Months Ended
	Dec. 20, 2022 USD ($)	Dec. 13, 2022 USD ($)	Jun. 30, 2022 USD ($) property	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jan. 20, 2023 USD ($)	Nov. 23, 2022 USD ($)
Debt Instrument [Line Items]
Unsecured credit facility				$ 88,500,000	$ 23,000,000
Proceeds from unsecured notes				350,000,000	0	$ 0
Loss on early extinguishment of debt				435,000	0	$ 0
Line of Credit | Unsecured Term Loan
Debt Instrument [Line Items]
Capitalized costs			$ 2,000,000
Unsecured Debt
Debt Instrument [Line Items]
Long-term debt, gross				1,971,411,000	1,851,610,000
Unsecured Debt | Unsecured Term Loan
Debt Instrument [Line Items]
Long-term debt, gross			$ 250,000,000	$ 250,000,000	250,000,000			$ 250,000,000
Basis spread on interest rate (as percent)				1.30%
Debt instrument, interest rate								5.01%
Unsecured Debt | Unsecured Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)			1.20%
Unsecured Debt | Unsecured Term Loan | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)			0.80%
Unsecured Debt | Unsecured Term Loan | Minimum | Base Rate
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)			0.00%
Unsecured Debt | Unsecured Term Loan | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)			1.60%
Unsecured Debt | Unsecured Term Loan | Maximum | Base Rate
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)			0.60%
Unsecured Debt | $600 million Unsecured Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross				$ 88,500,000	23,000,000
Debt instrument, face amount				$ 600,000,000
Unsecured Debt | $600 million Unsecured Credit Facility | Daily SOFR Adjustment
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)			0.10%	0.10%
Unsecured Debt | Guaranteed Notes due 2028
Debt Instrument [Line Items]
Long-term debt, gross				$ 350,000,000	0
Debt instrument, face amount		$ 350,000,000		$ 350,000,000.0
Debt instrument, interest rate				7.55%
Percentage of face amount		99.06%
Unsecured term loan, net		$ 3,300,000
Proceeds from unsecured notes		$ 344,600,000
Unsecured Debt | Guaranteed Notes due 2023
Debt Instrument [Line Items]
Long-term debt, gross	$ 295,700,000			$ 54,301,000	$ 350,000,000
Debt instrument, face amount				$ 350,000,000.0
Debt instrument, interest rate	3.95%			3.95%
Interest payable				$ 4,100,000
Loss on early extinguishment of debt	$ 400,000
Unsecured Debt | Guaranteed Notes due 2023 | Subsequent Event
Debt Instrument [Line Items]
Interest payable							$ 920,000
Redemption on remaining principal amount							$ 54,300,000
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 50,000,000
Financing costs - Unsecured Credit Facility
Debt Instrument [Line Items]
Unsecured credit facility				$ 88,500,000
Long-term debt, weighted average interest rate				3.04%	1.21%
Interest expense borrowings				$ 5,600,000	$ 400,000
Financing costs - Unsecured Credit Facility | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity			600,000,000
Capitalized costs			4,700,000
Line of credit facility, accordion feature			$ 500,000,000
Basis spread on interest rate (as percent)			0.25%
Financing costs - Unsecured Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)			1.05%
Financing costs - Unsecured Credit Facility | Line of Credit | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)			0.725%
Financing costs - Unsecured Credit Facility | Line of Credit | Minimum | Base Rate
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)			0.00%
Financing costs - Unsecured Credit Facility | Line of Credit | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)			1.40%
Financing costs - Unsecured Credit Facility | Line of Credit | Maximum | Base Rate
Debt Instrument [Line Items]
Basis spread on interest rate (as percent)			0.40%
Financing costs - Unsecured Credit Facility | Line of Credit | 2022 Credit Facility
Debt Instrument [Line Items]
Debt instrument, number of extensions | property			2
Debt instrument, extension term duration			6 months
Line of credit facility covenant minimum fixed charge coverage ratio			1.5
Line of credit facility covenant maximum leverage ratio			0.60
Line of credit facility covenant maximum unsecured indebtedness to unencumbered asset value ratio			0.60
Line of credit facility covenant maximum secured indebtedness to asset value ratio			0.40
Line of credit facility covenant minimum unencumbered cash flow to interest expense on unsecured debt ratio			1.75
Line of credit facility covenant maximum percent of payments of dividends and distributions			0.95

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DEBT OBLIGATIONS - Aggregate Scheduled Principal Payments of Debt Obligation, Excluding Amortization of Discounts and Premiums (Details) - Unsecured Debt - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
2023	$ 54,301
2024	350,000
2025	0
2026	88,500
2027	700,000
Thereafter	778,610
Total principal payments	1,971,411	$ 1,851,610
Net unamortized premiums/(discounts)	2,934	8,187
Net deferred financing costs	(9,307)	(6,211)
Debt, net	$ 1,965,038	$ 1,853,586

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable, Carrying Amount	$ 0	$ 44,430
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable, Fair Value	0	45,230
Unsecured notes payable
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Deferred financing costs, net	9,307	6,211
Unsecured notes payable | Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unsecured notes payable, Carrying Amount	1,549,760	1,502,368
Deferred financing costs, net	7,500	5,800
Unsecured notes payable | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, Fair Value	1,411,351	1,588,780
Variable rate debt | Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Variable rate debt, Carrying Amount	415,278	351,218
Deferred financing costs, net	1,800	400
Variable rate debt | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, Fair Value	$ 386,988	$ 344,754

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DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Derivatives, Fair Value [Line Items]
Derivative, notional amount	$ 250,000	$ 250,000
3.729% Interest Rate Swap Maturing June 30, 2027 | Cash Flow Hedging
Derivatives, Fair Value [Line Items]
Derivative asset, notional amount	$ 250,000	0
Strike	3.729%
Derivative asset, fair value, gross asset	$ 255	0
2.868% Interest Rate Swap Maturing October 8, 2022 | Cash Flow Hedging
Derivatives, Fair Value [Line Items]
Derivative liability, notional amount	$ 0	250,000
Strike	2.868%
Derivative liability, fair value, gross liability	$ 0	$ (2,461)

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LIMITED PARTNERS' NONCONTROLLING INTERESTS IN THE PARENT COMPANY (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Noncontrolling Interest [Abstract]
Aggregate amount related to non-controlling interests classified within equity	$ 4.9	$ 8.2
Settlement value of non controlling interest in operating partnership	$ 3.2	$ 11.1

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BENEFICIARIES' EQUITY OF THE PARENT COMPANY - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator
Net income	$ 53,992	$ 12,366	$ 307,326
Net income attributable to noncontrolling interests, Basic	(168)	(77)	(1,799)
Net income attributable to noncontrolling interests, Diluted	(168)	(77)	(1,799)
Nonforfeitable dividends allocated to unvested restricted shareholders, Basic	(456)	(421)	(410)
Nonforfeitable dividends allocated to unvested restricted shareholders, Diluted	(456)	(421)	(410)
Net income attributable to Common Shareholders, Basic	53,368	11,868	305,117
Net income attributable to common shareholders, Diluted	$ 53,368	$ 11,868	$ 305,117
Denominator
Weighted average shares outstanding (in shares)	171,491,369	170,878,185	171,926,079
Contingent securities/Share based compensation (in shares)	834,277	1,395,055	390,997
Diluted weighted average shares outstanding (in shares)	172,325,646	172,273,240	172,317,076
Earnings per Common Share:
Net income attributable to common shareholders, Basic (in dollars per share)	$ 0.31	$ 0.07	$ 1.77
Net income attributable to common shareholders, Diluted (in dollars per share)	$ 0.31	$ 0.07	$ 1.77

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BENEFICIARIES' EQUITY OF THE PARENT COMPANY - Narrative (Details) - USD ($)		12 Months Ended
	Dec. 06, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 03, 2019	Jan. 10, 2017
Class of Stock [Line Items]
Amount of dividend declared	$ 32,800,000
Preferred shares authorized (in shares)		20,000,000	20,000,000
Preferred shares outstanding (in shares)		0	0
Authorized amount		$ 0	$ 0			$ 150,000,000
Repurchased and retired (in shares)		0	0	6,248,483	1,337,169
Share price (in usd per share)				$ 9.60	$ 12.92
Repurchased and retired, value				$ 59,999,000	$ 17,300,000
Common stock, shares authorized (in shares)		400,000,000	400,000,000
Common shares remain available for issuance (in shares)		0
Offering Program
Class of Stock [Line Items]
Common stock, shares authorized (in shares)							16,000,000
Common shares issued under offering program (in shares)			0	0
Commerce Square
Class of Stock [Line Items]
Units issued to acquire noncontrolling interest (in shares)			226,695
Percent of noncontrolling interest acquired			1.00%
Dividend Declared
Class of Stock [Line Items]
Dividends declared, amount per share (in usd per share)	$ 0.19
Redeemable Common Limited Partnership Units
Class of Stock [Line Items]
Redeemable common limited partnership units (in shares)		516,467	823,983	981,634

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PARTNERS' EQUITY OF THE PARENT COMPANY - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator
Net income	$ 53,992	$ 12,366	$ 307,326
Nonforfeitable dividends allocated to unvested restricted shareholders, Basic	(456)	(421)	(410)
Nonforfeitable dividends allocated to unvested restricted shareholders, Diluted	$ (456)	$ (421)	$ (410)
Denominator
Weighted average shares outstanding (in shares)	171,491,369	170,878,185	171,926,079
Contingent securities/Share based compensation (in shares)	834,277	1,395,055	390,997
Diluted weighted average shares outstanding (in shares)	172,325,646	172,273,240	172,317,076
Earnings per Common Partnership Unit:
Net income attributable to common shareholders, Basic (in dollars per share)	$ 0.31	$ 0.07	$ 1.77
Net income attributable to common shareholders, Diluted (in dollars per share)	$ 0.31	$ 0.07	$ 1.77
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Numerator
Net income	$ 53,992	$ 12,366	$ 307,326
Net income attributable to noncontrolling interests	2	3	(20)
Nonforfeitable dividends allocated to unvested restricted shareholders, Basic	(456)	(421)	(410)
Nonforfeitable dividends allocated to unvested restricted shareholders, Diluted	(456)	(421)	(410)
Net income attributable to common unitholders, Basic	53,538	11,948	306,896
Net income attributable to common unitholders, Diluted	$ 53,538	$ 11,948	$ 306,896
Denominator
Weighted average shares outstanding (in shares)	172,036,481	171,770,843	172,907,713
Contingent securities/Share based compensation (in shares)	834,277	1,395,055	390,997
Diluted weighted average shares outstanding (in shares)	172,870,758	173,165,898	173,298,710
Earnings per Common Partnership Unit:
Net income attributable to common shareholders, Basic (in dollars per share)	$ 0.31	$ 0.07	$ 1.77
Net income attributable to common shareholders, Diluted (in dollars per share)	$ 0.31	$ 0.07	$ 1.77

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PARTNERS' EQUITY OF THE PARENT COMPANY - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 06, 2022 USD ($) $ / shares	Dec. 31, 2022 class_of_units $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Earnings Per Common Partnership Unit [Line Items]
Number of classes of partnership units | class_of_units		2
Amount of dividend declared | $	$ 32,800
Repurchased and retired (in shares)		0	0	6,248,483	1,337,169
Share price (in usd per share) | $ / shares				$ 9.60	$ 12.92
Repurchased and retired, value | $				$ 59,999	$ 17,300
Common stock, par or stated value per share (in usd per share) | $ / shares		$ 0.01	$ 0.01
Commerce Square
Earnings Per Common Partnership Unit [Line Items]
Percent of noncontrolling interest acquired			1.00%
Shelf Registration
Earnings Per Common Partnership Unit [Line Items]
Number of shares issued (in shares)			226,695
Dividend Declared
Earnings Per Common Partnership Unit [Line Items]
Dividends payable (in dollars per share) | $ / shares	$ 0.19
Class A Units
Earnings Per Common Partnership Unit [Line Items]
Redeemable limited partnership unit price (in dollars per share) | $ / shares		$ 6.15	$ 13.42	$ 11.91
Limited partners' capital account, units outstanding (in units)		516,467	823,983	981,634
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Earnings Per Common Partnership Unit [Line Items]
Preferred units, outstanding (in units)		0	0
Repurchase program, number of mirror unit of operating partnership retired for each common share repurchased		1

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SHARE BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION - Narrative (Details)			12 Months Ended
	Mar. 03, 2022 installment shares	Feb. 01, 2022 $ / shares shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Defined contribution plan, maximum annual contribution per employee, percent			100.00%
Defined contribution plan, employer discretionary contribution amount			$ 400,000	$ 400,000	$ 500,000
Number of vesting installments | installment	3
Accelerated vesting period (in years)	1 year
Number of shares to be issued under deferred compensation plan included in total shares outstanding | shares			1,200,000	1,200,000
Restricted Share Rights Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted share rights outstanding (in shares) | shares			553,894	474,978
Unrecognized compensation expenses			$ 1,900,000
Weighted average period over which options will be recognized			10 months 17 days
Share-based compensation expense			$ 4,500,000	$ 4,100,000	4,300,000
Share-based compensation expense, capitalized			$ 700,000	500,000	400,000
Granted (in shares) | shares	258,427		306,555
Number of restricted share right will get settled for common share | shares	1
Accumulated service period for voluntary termination (in years)	15 years
Restricted Share Rights Awards | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			1 year
Restricted Share Rights Awards | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years		3 years
Restricted Performance Share Units Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		3 years
Unrecognized compensation expenses			$ 7,500,000
Weighted average period over which options will be recognized			1 year 3 months 18 days
Share-based compensation expense			$ 6,200,000	4,300,000	3,000,000
Share-based compensation expense, capitalized			$ 1,100,000	$ 500,000	$ 400,000
Common shares issued for share based compensation | shares		277,061
Dividends payable (in dollars per share) | $ / shares		$ 0.19
Restricted Performance Share Units Plan | Executive Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted share rights outstanding (in shares) | shares			1,196,256	688,216
Granted (in shares) | shares			516,852
Performance earning potential (as percent)			200.00%
Outperformance feature measurement term (in years)			3 years
Additional vesting period (in days)			366 days
Restricted Performance Share Units Plan | Executive Officers | 2022 Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 100,000
Awards issuable under outperformance feature (in shares) | shares			406,179
Restricted Performance Share Units Plan | Executive Officers | 2021 Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 0
Awards issuable under outperformance feature (in shares) | shares				388,840
Restricted Performance Share Units Plan | Executive Officers | 2020 Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			0
Awards issuable under outperformance feature (in shares) | shares					316,236
Restricted Performance Share Units Plan | Non-Officer Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted share rights outstanding (in shares) | shares	48,128
Employee Share Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 20,000.00	$ 100,000	$ 100,000
Share-based compensation, percentage of closing price			85.00%
Maximum participant contribution, percentage of compensation			20.00%
Maximum participant contribution, dollar amount			$ 50,000
Aggregate share-based awards awarded to executives | shares			1,250,000
Stock issued during period, value, employee stock purchase plan			$ 600,000	$ 600,000	$ 500,000
Share-based compensation arrangement by share-based payment award, discount from market price, purchase			15.00%

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SHARE BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION - Schedule of Company's Restricted Share Activity (Details) - Restricted Share Rights Awards - $ / shares		12 Months Ended
	Mar. 03, 2022	Dec. 31, 2022
Shares
Beginning balance (in shares)		474,978
Granted (in shares)	258,427	306,555
Vested (in shares)		(219,765)
Forfeited (in shares)		(7,874)
Ending balance (in shares)		553,894
Weighted Average Grant Date Fair Value
Non-vested, beginning balance (in dollars per share)		$ 13.51
Granted (in dollars per share)		13.30
Vested (in dollars per share)		13.94
Forfeited (in dollars per share)		13.45
Non-vested, ending balance (in dollars per share)		$ 13.22

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SHARE BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION - Schedule of Restricted Performance Share Units Plan (Details) - Executive Officers - Restricted Performance Share Units Plan - USD ($) $ in Thousands				12 Months Ended
	Mar. 03, 2022	Mar. 05, 2021	Mar. 05, 2020	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance (in shares)				688,216
Granted (in shares)				516,852
Units Cancelled (in shares)				(8,812)
Ending balance (in shares)				1,196,256
3/5/2020 RSPU Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance (in shares)				314,055
Granted (in shares)				0
Units Cancelled (in shares)				(2,076)
Ending balance (in shares)				311,979
Granted (in shares)			319,600
Fair Value of Units on Grant Date			$ 5,389
3/5/2021 RSPU Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance (in shares)				374,161
Granted (in shares)				0
Units Cancelled (in shares)				(2,922)
Ending balance (in shares)				371,239
Granted (in shares)		380,957
Fair Value of Units on Grant Date		$ 6,389
3/3/2022 RSPU Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance (in shares)				0
Granted (in shares)				516,852
Units Cancelled (in shares)				(3,814)
Ending balance (in shares)				513,038
Granted (in shares)	516,852
Fair Value of Units on Grant Date	$ 6,872

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DISTRIBUTIONS (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Common Share Distributions:
Ordinary income (in usd per share)	$ 0.47	$ 0.64	$ 0.41
Capital gain (in usd per share)	0.29	0.01	0.35
Non-taxable distributions (in usd per share)	0	0.11	0
Distributions per share (in usd per share)	$ 0.76	$ 0.76	$ 0.76
Percentage classified as ordinary income	62.10%	83.90%	53.90%
Percentage classified as capital gain	37.90%	1.20%	46.10%
Percentage classified as non-taxable distribution	0.00%	14.90%	0.00%

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INCOME TAXES AND TAX CREDIT TRANSACTIONS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Examination [Line Items]
Accruals for tax uncertainties	$ 0	$ 0
Deferred income tax expense	0	0	$ 0
Current income tax expense (benefit)	0	0	$ (200,000)
Other Assets
Income Tax Examination [Line Items]
Deferred tax assets	$ 0	$ 0

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Parent Company
Beneficiaries' Equity, beginning balance		$ 1,701,219	$ 1,804,648	$ 1,688,303
Change in fair market value during year		5,371	4,817	(5,972)
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests		(18)	(28)	29
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	[1]	564	752	752
Beneficiaries' Equity, ending balance		1,633,334	1,701,219	1,804,648
Operating Partnership
Change in fair market value during year		5,371	4,817	(5,972)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	[1]	564	752	752
BRANDYWINE OPERATING PARTNERSHIP, L.P.
Parent Company
Change in fair market value during year		5,371	4,817	(5,972)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	[1]	564	752	752
Operating Partnership
Partners' Equity, beginning balance		1,690,079	1,793,082	1,672,915
Change in fair market value during year		5,371	4,817	(5,972)
Amortization of interest rate contracts reclassified from comprehensive income to interest expense	[1]	564	752	752
Partners' Equity, ending balance		1,630,139	1,690,079	1,793,082
Accumulated Other Comprehensive Income (Loss)
Parent Company
Beneficiaries' Equity, beginning balance		(2,020)	(7,561)	(2,370)
Beneficiaries' Equity, ending balance		3,897	(2,020)	(7,561)
Accumulated Other Comprehensive Income (Loss) | BRANDYWINE OPERATING PARTNERSHIP, L.P.
Operating Partnership
Partners' Equity, beginning balance		(2,366)	(7,935)	(2,715)
Partners' Equity, ending balance		$ 3,569	$ (2,366)	$ (7,935)

[1] Amounts reclassified from comprehensive income to interest expense within the Consolidated Statements of Operations.

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SEGMENT INFORMATION - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 segment
Segment Reporting [Abstract]
Number of reportable segments	5

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SEGMENT INFORMATION - Real Estate Investments, at Cost of Company's Reportable Segments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Operating properties	$ 3,617,240	$ 3,472,602	$ 3,474,109
Right of use asset - operating leases, net	19,664	20,313
Construction-in-progress	218,869	277,237
Land held for development	76,499	114,604
Prepaid leasehold interests in land held for development, net	35,576	27,762
Philadelphia CBD
Segment Reporting Information [Line Items]
Operating properties	1,517,801	1,460,510
Pennsylvania Suburbs
Segment Reporting Information [Line Items]
Operating properties	878,546	866,223
Austin, Texas
Segment Reporting Information [Line Items]
Operating properties	851,835	778,145
Metropolitan Washington, D.C.
Segment Reporting Information [Line Items]
Operating properties	282,458	280,921
Other
Segment Reporting Information [Line Items]
Operating properties	$ 86,600	$ 86,803

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SEGMENT INFORMATION - Net Operating Income of Company's Reportable Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total revenue	$ 506,100	$ 486,819	$ 534,852
Operating expenses	(194,401)	(188,311)	(205,456)
Net operating income	311,699	298,508	329,396
Philadelphia CBD
Segment Reporting Information [Line Items]
Total revenue	220,875	207,858	232,028
Pennsylvania Suburbs
Segment Reporting Information [Line Items]
Total revenue	128,940	124,566	141,613
Austin, Texas
Segment Reporting Information [Line Items]
Total revenue	96,329	101,680	102,982
Metropolitan Washington, D.C.
Segment Reporting Information [Line Items]
Total revenue	21,899	19,865	40,223
Operating Segments | Philadelphia CBD
Segment Reporting Information [Line Items]
Total revenue	220,876	207,858	232,028
Operating expenses	(79,827)	(73,695)	(82,505)
Net operating income	141,049	134,163	149,523
Operating Segments | Pennsylvania Suburbs
Segment Reporting Information [Line Items]
Total revenue	128,940	124,566	141,613
Operating expenses	(41,814)	(40,011)	(46,281)
Net operating income	87,126	84,555	95,332
Operating Segments | Austin, Texas
Segment Reporting Information [Line Items]
Total revenue	96,328	101,680	102,982
Operating expenses	(41,141)	(39,374)	(39,759)
Net operating income	55,187	62,306	63,223
Operating Segments | Metropolitan Washington, D.C.
Segment Reporting Information [Line Items]
Total revenue	21,900	19,865	40,223
Operating expenses	(12,539)	(15,386)	(20,791)
Net operating income	9,361	4,479	19,432
Operating Segments | Other
Segment Reporting Information [Line Items]
Total revenue	14,710	14,015	13,469
Operating expenses	(8,626)	(9,840)	(9,815)
Net operating income	6,084	4,175	3,654
Corporate
Segment Reporting Information [Line Items]
Total revenue	23,346	18,835	4,537
Operating expenses	(10,454)	(10,005)	(6,305)
Net operating income	$ 12,892	$ 8,830	$ (1,768)

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SEGMENT INFORMATION - Unconsolidated Real Estate Ventures of Company's Reportable Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Investment in real estate ventures, at equity	$ 532,224	$ 411,110
Equity in income (loss) of real estate venture	(22,016)	(26,697)	$ (18,584)
Philadelphia CBD
Segment Reporting Information [Line Items]
Investment in real estate ventures, at equity	387,301	317,959
Equity in income (loss) of real estate venture	(11,764)	(15,191)	(9,090)
Metropolitan Washington, D.C.
Segment Reporting Information [Line Items]
Investment in real estate ventures, at equity	83,903	85,867
Equity in income (loss) of real estate venture	(2,324)	(3,755)	(3,019)
Mid-Atlantic Office Venture
Segment Reporting Information [Line Items]
Investment in real estate ventures, at equity	31,005	31,680
Equity in income (loss) of real estate venture	412	932	96
MAP Venture
Segment Reporting Information [Line Items]
Investment in real estate ventures, at equity	(35,411)	(24,396)
Equity in income (loss) of real estate venture	(8,340)	(8,683)	(6,571)
Austin, Texas
Segment Reporting Information [Line Items]
Investment in real estate ventures, at equity	65,426	0
Equity in income (loss) of real estate venture	$ 0	$ 0	$ 0

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SEGMENT INFORMATION - Schedule of Reconciliation of Consolidated Net Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting [Abstract]
Net income	$ 53,992	$ 12,366	$ 307,326
Plus:
Interest expense	68,764	62,617	73,911
Interest expense - amortization of deferred financing costs	3,091	2,836	2,904
Depreciation and amortization	177,984	178,105	188,283
General and administrative expenses	35,006	30,153	30,288
Equity in loss of unconsolidated real estate ventures	22,016	26,697	18,584
Provision for impairment	4,663	0	0
Loss on early extinguishment of debt	435	0	0
Less:
Interest and investment income	1,905	8,295	1,939
Income tax (provision) benefit	(55)	(47)	224
Net gain on disposition of real estate	17,677	142	289,461
Net gain on sale of undepreciated real estate	8,007	2,903	201
Net gain on real estate venture transactions	26,718	2,973	75
Consolidated net operating income	$ 311,699	$ 298,508	$ 329,396

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COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands		1 Months Ended	12 Months Ended
	Oct. 21, 2020 USD ($)	Feb. 28, 2021 property	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 23, 2021 USD ($)	Sep. 30, 2004 ft²
Property Subject to or Available for Operating Lease [Line Items]
Real estate ventures aggregate indebtedness			$ 1,204,779	$ 961,509
Limited payment guarantee, percent of principle balance (up to)					25.00%
Commerce Square | Preferred Equity Investment Obligation
Property Subject to or Available for Operating Lease [Line Items]
Other commitments			20,000
Amount committed to date			7,200
Schuylkill Yards Project
Property Subject to or Available for Operating Lease [Line Items]
Other commitments			6,600
Estimated potential additional contribution obligation			2,200
Natural Disasters and Other Casualty Events
Property Subject to or Available for Operating Lease [Line Items]
Number of properties damaged | property		1
Write-off of fixed assets				1,200
Restoration liability			800	7,200
Business interruption costs				3,900
Insurance proceeds			2,800	15,300
Natural Disasters and Other Casualty Events | Other Income
Property Subject to or Available for Operating Lease [Line Items]
Insurance proceeds				3,000
Natural Disasters and Other Casualty Events | Accounts Payable and Accrued Liabilities
Property Subject to or Available for Operating Lease [Line Items]
Restoration liability				$ 1,900
3025 JFK Venture
Property Subject to or Available for Operating Lease [Line Items]
Construction loan amount			186,700		$ 186,700
Unconsolidated Real Estate Ventures
Property Subject to or Available for Operating Lease [Line Items]
Real estate ventures aggregate indebtedness			1,204,800
Two Logan Square
Property Subject to or Available for Operating Lease [Line Items]
Rentable square feet | ft²						708,844
Settlement liabilities			$ 600
Two Logan Square | Secured Debt
Property Subject to or Available for Operating Lease [Line Items]
Repayments of long-term debt	$ 79,800

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SUBSEQUENT EVENTS (Details)			12 Months Ended
	Jan. 20, 2023 USD ($)	Jan. 19, 2023 USD ($) property subsidiary	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 20, 2022
Subsequent Event [Line Items]
Repayments of unsecured notes			$ 296,134,000	$ 0	$ 0
Secured Facility | Subsequent Event | Secured Debt
Subsequent Event [Line Items]
Number of wholly owned subsidiaries participating in a loan agreement | subsidiary		7
Number of operating properties | property		7
Debt instrument, face amount		$ 245,000,000
Debt instrument, interest rate		5.875%
Guaranteed Notes due 2023 | Unsecured Debt
Subsequent Event [Line Items]
Debt instrument, face amount			$ 350,000,000.0
Debt instrument, interest rate			3.95%			3.95%
Interest payable			$ 4,100,000
Guaranteed Notes due 2023 | Subsequent Event | Unsecured Debt
Subsequent Event [Line Items]
Repayments of unsecured notes	$ 55,200,000
Redemption of principal amount	54,300,000
Interest payable	$ 920,000

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Schedule II - Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for doubtful accounts:
Balance at Beginning of Year	$ 4,133	$ 5,086	$ 7,975
Additions	0	0	0
Deductions	186	953	2,889
Balance at End of Year	$ 3,947	$ 4,133	$ 5,086

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Schedule III - Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Initial Cost
Land	$ 359,777
Buildings and Improvements	2,527,685
Net Improvements (Retirements) Since Acquisition	729,778
Gross Amount Which Carried
Land	403,998
Buildings and Improvements	3,213,242
Total	3,617,240	$ 3,472,602	$ 3,474,109	$ 4,006,459
Accumulated Depreciation at December 31, 2022	1,063,060	$ 957,450	$ 896,561	$ 973,318
PENNSYLVANIA SUBURBS | Six Tower Bridge (181 Washington Street)
Initial Cost
Land	6,927
Buildings and Improvements	14,722
Net Improvements (Retirements) Since Acquisition	1,176
Gross Amount Which Carried
Land	6,237
Buildings and Improvements	16,588
Total	22,825
Accumulated Depreciation at December 31, 2022	4,604
PENNSYLVANIA SUBURBS | 426 West Lancaster Avenue
Initial Cost
Land	1,689
Buildings and Improvements	6,756
Net Improvements (Retirements) Since Acquisition	9,405
Gross Amount Which Carried
Land	1,686
Buildings and Improvements	16,164
Total	17,850
Accumulated Depreciation at December 31, 2022	2,727
PENNSYLVANIA SUBURBS | 640 Freedom Business Center
Initial Cost
Land	1,015
Buildings and Improvements	20,098
Net Improvements (Retirements) Since Acquisition	4,603
Gross Amount Which Carried
Land	332
Buildings and Improvements	25,384
Total	25,716
Accumulated Depreciation at December 31, 2022	16,544
PENNSYLVANIA SUBURBS | 620 Freedom Business Center
Initial Cost
Land	666
Buildings and Improvements	13,118
Net Improvements (Retirements) Since Acquisition	2,372
Gross Amount Which Carried
Land	217
Buildings and Improvements	15,939
Total	16,156
Accumulated Depreciation at December 31, 2022	10,154
PENNSYLVANIA SUBURBS | 1000 First Avenue
Initial Cost
Land	0
Buildings and Improvements	13,708
Net Improvements (Retirements) Since Acquisition	2,971
Gross Amount Which Carried
Land	0
Buildings and Improvements	16,679
Total	16,679
Accumulated Depreciation at December 31, 2022	12,521
PENNSYLVANIA SUBURBS | 1060 First Avenue
Initial Cost
Land	0
Buildings and Improvements	13,665
Net Improvements (Retirements) Since Acquisition	3,979
Gross Amount Which Carried
Land	0
Buildings and Improvements	17,644
Total	17,644
Accumulated Depreciation at December 31, 2022	12,989
PENNSYLVANIA SUBURBS | 630 Freedom Business Center Drive
Initial Cost
Land	666
Buildings and Improvements	13,251
Net Improvements (Retirements) Since Acquisition	2,864
Gross Amount Which Carried
Land	219
Buildings and Improvements	16,562
Total	16,781
Accumulated Depreciation at December 31, 2022	10,946
PENNSYLVANIA SUBURBS | 1020 First Avenue
Initial Cost
Land	0
Buildings and Improvements	10,744
Net Improvements (Retirements) Since Acquisition	4,306
Gross Amount Which Carried
Land	0
Buildings and Improvements	15,050
Total	15,050
Accumulated Depreciation at December 31, 2022	11,050
PENNSYLVANIA SUBURBS | 1040 First Avenue
Initial Cost
Land	0
Buildings and Improvements	14,142
Net Improvements (Retirements) Since Acquisition	4,915
Gross Amount Which Carried
Land	0
Buildings and Improvements	19,057
Total	19,057
Accumulated Depreciation at December 31, 2022	14,165
PENNSYLVANIA SUBURBS | 610 Freedom Business Center Drive
Initial Cost
Land	485
Buildings and Improvements	9,602
Net Improvements (Retirements) Since Acquisition	2,289
Gross Amount Which Carried
Land	159
Buildings and Improvements	12,217
Total	12,376
Accumulated Depreciation at December 31, 2022	8,256
PENNSYLVANIA SUBURBS | 650 Park Avenue
Initial Cost
Land	1,916
Buildings and Improvements	4,378
Net Improvements (Retirements) Since Acquisition	(4,378)
Gross Amount Which Carried
Land	1,916
Buildings and Improvements	0
Total	1,916
Accumulated Depreciation at December 31, 2022	0
PENNSYLVANIA SUBURBS | 600 Park Avenue
Initial Cost
Land	1,012
Buildings and Improvements	4,048
Net Improvements (Retirements) Since Acquisition	50
Gross Amount Which Carried
Land	1,012
Buildings and Improvements	4,098
Total	5,110
Accumulated Depreciation at December 31, 2022	2,660
PENNSYLVANIA SUBURBS | 933 First Avenue
Initial Cost
Land	3,127
Buildings and Improvements	20,794
Net Improvements (Retirements) Since Acquisition	(1,125)
Gross Amount Which Carried
Land	3,127
Buildings and Improvements	19,669
Total	22,796
Accumulated Depreciation at December 31, 2022	4,823
PENNSYLVANIA SUBURBS | 500 North Gulph Road
Initial Cost
Land	1,303
Buildings and Improvements	5,201
Net Improvements (Retirements) Since Acquisition	21,471
Gross Amount Which Carried
Land	1,303
Buildings and Improvements	26,672
Total	27,975
Accumulated Depreciation at December 31, 2022	4,690
PENNSYLVANIA SUBURBS | 401 Plymouth Road
Initial Cost
Land	6,199
Buildings and Improvements	16,131
Net Improvements (Retirements) Since Acquisition	14,515
Gross Amount Which Carried
Land	6,199
Buildings and Improvements	30,646
Total	36,845
Accumulated Depreciation at December 31, 2022	15,527
PENNSYLVANIA SUBURBS | Metroplex (4000 Chemical Road)
Initial Cost
Land	4,373
Buildings and Improvements	24,546
Net Improvements (Retirements) Since Acquisition	5,554
Gross Amount Which Carried
Land	4,373
Buildings and Improvements	30,100
Total	34,473
Accumulated Depreciation at December 31, 2022	9,860
PENNSYLVANIA SUBURBS | 610 West Germantown Pike
Initial Cost
Land	3,651
Buildings and Improvements	14,514
Net Improvements (Retirements) Since Acquisition	5,461
Gross Amount Which Carried
Land	3,651
Buildings and Improvements	19,975
Total	23,626
Accumulated Depreciation at December 31, 2022	10,440
PENNSYLVANIA SUBURBS | 600 West Germantown Pike
Initial Cost
Land	3,652
Buildings and Improvements	15,288
Net Improvements (Retirements) Since Acquisition	4,035
Gross Amount Which Carried
Land	3,652
Buildings and Improvements	19,323
Total	22,975
Accumulated Depreciation at December 31, 2022	9,682
PENNSYLVANIA SUBURBS | 630 West Germantown Pike
Initial Cost
Land	3,558
Buildings and Improvements	14,743
Net Improvements (Retirements) Since Acquisition	3,169
Gross Amount Which Carried
Land	3,558
Buildings and Improvements	17,912
Total	21,470
Accumulated Depreciation at December 31, 2022	9,015
PENNSYLVANIA SUBURBS | 620 West Germantown Pike
Initial Cost
Land	3,572
Buildings and Improvements	14,435
Net Improvements (Retirements) Since Acquisition	4,131
Gross Amount Which Carried
Land	3,572
Buildings and Improvements	18,566
Total	22,138
Accumulated Depreciation at December 31, 2022	8,409
PENNSYLVANIA SUBURBS | 660 West Germantown Pike
Initial Cost
Land	3,694
Buildings and Improvements	5,487
Net Improvements (Retirements) Since Acquisition	19,502
Gross Amount Which Carried
Land	5,405
Buildings and Improvements	23,278
Total	28,683
Accumulated Depreciation at December 31, 2022	8,467
PENNSYLVANIA SUBURBS | 351 Plymouth Road
Initial Cost
Land	1,043
Buildings and Improvements	555
Net Improvements (Retirements) Since Acquisition	0
Gross Amount Which Carried
Land	1,043
Buildings and Improvements	555
Total	1,598
Accumulated Depreciation at December 31, 2022	246
PENNSYLVANIA SUBURBS | 150 Radnor Chester Road
Initial Cost
Land	11,925
Buildings and Improvements	36,986
Net Improvements (Retirements) Since Acquisition	21,691
Gross Amount Which Carried
Land	11,897
Buildings and Improvements	58,705
Total	70,602
Accumulated Depreciation at December 31, 2022	26,556
PENNSYLVANIA SUBURBS | One Radnor Corporate Center
Initial Cost
Land	7,323
Buildings and Improvements	28,613
Net Improvements (Retirements) Since Acquisition	14,397
Gross Amount Which Carried
Land	7,323
Buildings and Improvements	43,010
Total	50,333
Accumulated Depreciation at December 31, 2022	27,920
PENNSYLVANIA SUBURBS | 201 King of Prussia Road
Initial Cost
Land	8,956
Buildings and Improvements	29,811
Net Improvements (Retirements) Since Acquisition	4,196
Gross Amount Which Carried
Land	8,949
Buildings and Improvements	34,014
Total	42,963
Accumulated Depreciation at December 31, 2022	22,515
PENNSYLVANIA SUBURBS | 555 Lancaster Avenue
Initial Cost
Land	8,014
Buildings and Improvements	16,508
Net Improvements (Retirements) Since Acquisition	10,772
Gross Amount Which Carried
Land	8,609
Buildings and Improvements	26,685
Total	35,294
Accumulated Depreciation at December 31, 2022	9,722
PENNSYLVANIA SUBURBS | Four Radnor Corporate Center
Initial Cost
Land	5,406
Buildings and Improvements	21,390
Net Improvements (Retirements) Since Acquisition	10,499
Gross Amount Which Carried
Land	5,705
Buildings and Improvements	31,590
Total	37,295
Accumulated Depreciation at December 31, 2022	18,534
PENNSYLVANIA SUBURBS | Five Radnor Corporate Center
Initial Cost
Land	6,506
Buildings and Improvements	25,525
Net Improvements (Retirements) Since Acquisition	9,755
Gross Amount Which Carried
Land	6,578
Buildings and Improvements	35,208
Total	41,786
Accumulated Depreciation at December 31, 2022	16,306
PENNSYLVANIA SUBURBS | Three Radnor Corporate Center
Initial Cost
Land	4,773
Buildings and Improvements	17,961
Net Improvements (Retirements) Since Acquisition	1,788
Gross Amount Which Carried
Land	4,791
Buildings and Improvements	19,731
Total	24,522
Accumulated Depreciation at December 31, 2022	11,768
PENNSYLVANIA SUBURBS | Two Radnor Corporate Center
Initial Cost
Land	3,937
Buildings and Improvements	15,484
Net Improvements (Retirements) Since Acquisition	2,552
Gross Amount Which Carried
Land	3,942
Buildings and Improvements	18,031
Total	21,973
Accumulated Depreciation at December 31, 2022	11,383
PENNSYLVANIA SUBURBS | 130 Radnor Chester Road
Initial Cost
Land	2,573
Buildings and Improvements	8,338
Net Improvements (Retirements) Since Acquisition	(258)
Gross Amount Which Carried
Land	2,567
Buildings and Improvements	8,086
Total	10,653
Accumulated Depreciation at December 31, 2022	4,099
PENNSYLVANIA SUBURBS | 170 Radnor Chester Road
Initial Cost
Land	2,514
Buildings and Improvements	8,147
Net Improvements (Retirements) Since Acquisition	2,008
Gross Amount Which Carried
Land	2,509
Buildings and Improvements	10,160
Total	12,669
Accumulated Depreciation at December 31, 2022	5,366
PENNSYLVANIA SUBURBS | 200 Radnor Chester Road
Initial Cost
Land	3,366
Buildings and Improvements	0
Net Improvements (Retirements) Since Acquisition	3,740
Gross Amount Which Carried
Land	3,366
Buildings and Improvements	3,740
Total	7,106
Accumulated Depreciation at December 31, 2022	1,137
PENNSYLVANIA SUBURBS | 101 West Elm Street
Initial Cost
Land	6,251
Buildings and Improvements	25,209
Net Improvements (Retirements) Since Acquisition	2,846
Gross Amount Which Carried
Land	6,251
Buildings and Improvements	28,055
Total	34,306
Accumulated Depreciation at December 31, 2022	12,533
PENNSYLVANIA SUBURBS | 1 West Elm Street
Initial Cost
Land	3,557
Buildings and Improvements	14,249
Net Improvements (Retirements) Since Acquisition	8,203
Gross Amount Which Carried
Land	3,557
Buildings and Improvements	22,452
Total	26,009
Accumulated Depreciation at December 31, 2022	7,302
PENNSYLVANIA SUBURBS | 250 King of Prussia Road
Initial Cost
Land	0
Buildings and Improvements	20,566
Net Improvements (Retirements) Since Acquisition	12,733
Gross Amount Which Carried
Land	976
Buildings and Improvements	32,323
Total	33,299
Accumulated Depreciation at December 31, 2022	626
PHILADELPHIA CBD | Cira Centre (2929 Arch Street)
Initial Cost
Land	0
Buildings and Improvements	208,570
Net Improvements (Retirements) Since Acquisition	23,843
Gross Amount Which Carried
Land	12,586
Buildings and Improvements	219,827
Total	232,413
Accumulated Depreciation at December 31, 2022	73,510
PHILADELPHIA CBD | Three Logan Square (1717 Arch Street)
Initial Cost
Land	0
Buildings and Improvements	98,188
Net Improvements (Retirements) Since Acquisition	86,126
Gross Amount Which Carried
Land	25,195
Buildings and Improvements	159,119
Total	184,314
Accumulated Depreciation at December 31, 2022	61,247
PHILADELPHIA CBD | One Logan Square (130 North 18th Street)
Initial Cost
Land	14,496
Buildings and Improvements	107,736
Net Improvements (Retirements) Since Acquisition	21,614
Gross Amount Which Carried
Land	14,473
Buildings and Improvements	129,373
Total	143,846
Accumulated Depreciation at December 31, 2022	70,363
PHILADELPHIA CBD | Two Logan Square (100 North 18th Street)
Initial Cost
Land	16,066
Buildings and Improvements	100,255
Net Improvements (Retirements) Since Acquisition	34,198
Gross Amount Which Carried
Land	16,066
Buildings and Improvements	134,453
Total	150,519
Accumulated Depreciation at December 31, 2022	61,597
PHILADELPHIA CBD | Cira Centre South Garage (129 South 30th Street)
Initial Cost
Land	0
Buildings and Improvements	76,008
Net Improvements (Retirements) Since Acquisition	26,970
Gross Amount Which Carried
Land	6,638
Buildings and Improvements	96,340
Total	102,978
Accumulated Depreciation at December 31, 2022	27,789
PHILADELPHIA CBD | 1900 Market Street
Initial Cost
Land	7,768
Buildings and Improvements	17,263
Net Improvements (Retirements) Since Acquisition	61,760
Gross Amount Which Carried
Land	7,768
Buildings and Improvements	79,023
Total	86,791
Accumulated Depreciation at December 31, 2022	30,016
PHILADELPHIA CBD | 3020 Market Street
Initial Cost
Land	0
Buildings and Improvements	21,417
Net Improvements (Retirements) Since Acquisition	7,442
Gross Amount Which Carried
Land	0
Buildings and Improvements	28,859
Total	28,859
Accumulated Depreciation at December 31, 2022	13,904
PHILADELPHIA CBD | 618-634 Market Street
Initial Cost
Land	13,365
Buildings and Improvements	5,791
Net Improvements (Retirements) Since Acquisition	5,180
Gross Amount Which Carried
Land	13,365
Buildings and Improvements	10,971
Total	24,336
Accumulated Depreciation at December 31, 2022	7,222
PHILADELPHIA CBD | FMC Tower at Cira Centre South (2929 Walnut Street)
Initial Cost
Land	0
Buildings and Improvements	400,294
Net Improvements (Retirements) Since Acquisition	10,689
Gross Amount Which Carried
Land	0
Buildings and Improvements	410,983
Total	410,983
Accumulated Depreciation at December 31, 2022	85,826
PHILADELPHIA CBD | 2100 Market Street
Initial Cost
Land	18,827
Buildings and Improvements	0
Net Improvements (Retirements) Since Acquisition	6,292
Gross Amount Which Carried
Land	18,854
Buildings and Improvements	6,265
Total	25,119
Accumulated Depreciation at December 31, 2022	2,280
PHILADELPHIA CBD | 1505-11 Race Street
Initial Cost
Land	3,662
Buildings and Improvements	6,061
Net Improvements (Retirements) Since Acquisition	8
Gross Amount Which Carried
Land	3,670
Buildings and Improvements	6,061
Total	9,731
Accumulated Depreciation at December 31, 2022	328
PHILADELPHIA CBD | 3000 Market Street
Initial Cost
Land	18,924
Buildings and Improvements	13,080
Net Improvements (Retirements) Since Acquisition	17,349
Gross Amount Which Carried
Land	18,924
Buildings and Improvements	30,429
Total	49,353
Accumulated Depreciation at December 31, 2022	2,608
PHILADELPHIA CBD | The Bulletin Building (3025 Market Street)
Initial Cost
Land	0
Buildings and Improvements	24,377
Net Improvements (Retirements) Since Acquisition	44,081
Gross Amount Which Carried
Land	0
Buildings and Improvements	68,458
Total	68,458
Accumulated Depreciation at December 31, 2022	11,490
PHILADELPHIA CBD | 3001-3003 JFK Boulevard
Initial Cost
Land	0
Buildings and Improvements	0
Net Improvements (Retirements) Since Acquisition	111
Gross Amount Which Carried
Land	0
Buildings and Improvements	111
Total	111
Accumulated Depreciation at December 31, 2022	32
METROPOLITAN WASHINGTON, D.C. | 6600 Rockledge Drive
Initial Cost
Land	0
Buildings and Improvements	37,421
Net Improvements (Retirements) Since Acquisition	7,672
Gross Amount Which Carried
Land	0
Buildings and Improvements	45,093
Total	45,093
Accumulated Depreciation at December 31, 2022	17,099
METROPOLITAN WASHINGTON, D.C. | 1676 International Drive
Initial Cost
Land	18,437
Buildings and Improvements	97,538
Net Improvements (Retirements) Since Acquisition	37,113
Gross Amount Which Carried
Land	18,785
Buildings and Improvements	134,303
Total	153,088
Accumulated Depreciation at December 31, 2022	35,718
METROPOLITAN WASHINGTON, D.C. | 8260 Greensboro Drive
Initial Cost
Land	7,952
Buildings and Improvements	33,964
Net Improvements (Retirements) Since Acquisition	8,645
Gross Amount Which Carried
Land	8,102
Buildings and Improvements	42,459
Total	50,561
Accumulated Depreciation at December 31, 2022	14,217
METROPOLITAN WASHINGTON, D.C. | 8521 Leesburg Pike
Initial Cost
Land	4,316
Buildings and Improvements	30,885
Net Improvements (Retirements) Since Acquisition	(1,511)
Gross Amount Which Carried
Land	3,587
Buildings and Improvements	30,103
Total	33,690
Accumulated Depreciation at December 31, 2022	12,032
METROPOLITAN WASHINGTON, D.C. | Dabney Westwood
Initial Cost
Land	1,732
Buildings and Improvements	0
Net Improvements (Retirements) Since Acquisition	3,690
Gross Amount Which Carried
Land	819
Buildings and Improvements	4,603
Total	5,422
Accumulated Depreciation at December 31, 2022	185
AUSTIN, TX | 401-405 Colorado Street
Initial Cost
Land	0
Buildings and Improvements	100,448
Net Improvements (Retirements) Since Acquisition	564
Gross Amount Which Carried
Land	0
Buildings and Improvements	101,012
Total	101,012
Accumulated Depreciation at December 31, 2022	2,728
AUSTIN, TX | 11501 Burnet Road - Building 1
Initial Cost
Land	3,755
Buildings and Improvements	22,702
Net Improvements (Retirements) Since Acquisition	4
Gross Amount Which Carried
Land	3,755
Buildings and Improvements	22,706
Total	26,461
Accumulated Depreciation at December 31, 2022	8,876
AUSTIN, TX | 11501 Burnet Road - Building 2
Initial Cost
Land	2,732
Buildings and Improvements	16,305
Net Improvements (Retirements) Since Acquisition	1,473
Gross Amount Which Carried
Land	2,732
Buildings and Improvements	17,778
Total	20,510
Accumulated Depreciation at December 31, 2022	7,422
AUSTIN, TX | 11501 Burnet Road - Building 3
Initial Cost
Land	3,688
Buildings and Improvements	22,348
Net Improvements (Retirements) Since Acquisition	6,421
Gross Amount Which Carried
Land	3,688
Buildings and Improvements	28,769
Total	32,457
Accumulated Depreciation at December 31, 2022	9,372
AUSTIN, TX | 11501 Burnet Road - Building 4
Initial Cost
Land	2,614
Buildings and Improvements	15,740
Net Improvements (Retirements) Since Acquisition	3
Gross Amount Which Carried
Land	2,614
Buildings and Improvements	15,743
Total	18,357
Accumulated Depreciation at December 31, 2022	6,153
AUSTIN, TX | 11501 Burnet Road - Building 5
Initial Cost
Land	3,689
Buildings and Improvements	22,354
Net Improvements (Retirements) Since Acquisition	4
Gross Amount Which Carried
Land	3,689
Buildings and Improvements	22,358
Total	26,047
Accumulated Depreciation at December 31, 2022	8,740
AUSTIN, TX | 11501 Burnet Road - Building 6
Initial Cost
Land	2,676
Buildings and Improvements	15,972
Net Improvements (Retirements) Since Acquisition	13,855
Gross Amount Which Carried
Land	2,676
Buildings and Improvements	29,827
Total	32,503
Accumulated Depreciation at December 31, 2022	12,555
AUSTIN, TX | 11501 Burnet Road - Building 8
Initial Cost
Land	1,400
Buildings and Improvements	7,422
Net Improvements (Retirements) Since Acquisition	1,776
Gross Amount Which Carried
Land	1,400
Buildings and Improvements	9,198
Total	10,598
Accumulated Depreciation at December 31, 2022	3,594
AUSTIN, TX | 11501 Burnet Road - Parking Garage
Initial Cost
Land	0
Buildings and Improvements	19,826
Net Improvements (Retirements) Since Acquisition	1,538
Gross Amount Which Carried
Land	0
Buildings and Improvements	21,364
Total	21,364
Accumulated Depreciation at December 31, 2022	8,740
AUSTIN, TX | Four Points Centre 3, 11120 Four Points Drive
Initial Cost
Land	1,140
Buildings and Improvements	0
Net Improvements (Retirements) Since Acquisition	40,322
Gross Amount Which Carried
Land	1,141
Buildings and Improvements	40,321
Total	41,462
Accumulated Depreciation at December 31, 2022	6,849
AUSTIN, TX | One Barton Skyway (1501 South MoPac Expressway)
Initial Cost
Land	10,496
Buildings and Improvements	47,670
Net Improvements (Retirements) Since Acquisition	7,970
Gross Amount Which Carried
Land	10,495
Buildings and Improvements	55,641
Total	66,136
Accumulated Depreciation at December 31, 2022	6,565
AUSTIN, TX | Two Barton Skyway (1601 South MoPac Expressway)
Initial Cost
Land	10,849
Buildings and Improvements	53,868
Net Improvements (Retirements) Since Acquisition	3,889
Gross Amount Which Carried
Land	10,848
Buildings and Improvements	57,758
Total	68,606
Accumulated Depreciation at December 31, 2022	7,271
AUSTIN, TX | Three Barton Skyway (1221 South MoPac Expressway)
Initial Cost
Land	10,374
Buildings and Improvements	47,624
Net Improvements (Retirements) Since Acquisition	1,027
Gross Amount Which Carried
Land	10,373
Buildings and Improvements	48,652
Total	59,025
Accumulated Depreciation at December 31, 2022	5,158
AUSTIN, TX | Four Barton Skyway (1301 South MoPac Expressway)
Initial Cost
Land	13,301
Buildings and Improvements	57,041
Net Improvements (Retirements) Since Acquisition	7,611
Gross Amount Which Carried
Land	13,300
Buildings and Improvements	64,653
Total	77,953
Accumulated Depreciation at December 31, 2022	7,096
AUSTIN, TX | Four Points Centre (11305 Four Points Drive)
Initial Cost
Land	7,800
Buildings and Improvements	43,581
Net Improvements (Retirements) Since Acquisition	4,515
Gross Amount Which Carried
Land	7,800
Buildings and Improvements	48,096
Total	55,896
Accumulated Depreciation at December 31, 2022	6,275
AUSTIN, TX | River Place - Building 1 (6500 River Place Boulevard)
Initial Cost
Land	2,004
Buildings and Improvements	17,680
Net Improvements (Retirements) Since Acquisition	562
Gross Amount Which Carried
Land	2,004
Buildings and Improvements	18,242
Total	20,246
Accumulated Depreciation at December 31, 2022	2,189
AUSTIN, TX | River Place - Building 2 (6500 River Place Boulevard)
Initial Cost
Land	3,137
Buildings and Improvements	29,254
Net Improvements (Retirements) Since Acquisition	806
Gross Amount Which Carried
Land	3,137
Buildings and Improvements	30,060
Total	33,197
Accumulated Depreciation at December 31, 2022	3,432
AUSTIN, TX | River Place - Building 3 (6500 River Place Boulevard)
Initial Cost
Land	3,064
Buildings and Improvements	26,705
Net Improvements (Retirements) Since Acquisition	447
Gross Amount Which Carried
Land	3,064
Buildings and Improvements	27,152
Total	30,216
Accumulated Depreciation at December 31, 2022	2,931
AUSTIN, TX | River Place - Building 4 (6500 River Place Boulevard
Initial Cost
Land	2,273
Buildings and Improvements	18,617
Net Improvements (Retirements) Since Acquisition	1,716
Gross Amount Which Carried
Land	2,273
Buildings and Improvements	20,333
Total	22,606
Accumulated Depreciation at December 31, 2022	2,903
AUSTIN, TX | River Place - Building 5 (6500 River Place Boulevard)
Initial Cost
Land	1,752
Buildings and Improvements	14,315
Net Improvements (Retirements) Since Acquisition	692
Gross Amount Which Carried
Land	1,752
Buildings and Improvements	15,007
Total	16,759
Accumulated Depreciation at December 31, 2022	1,655
AUSTIN, TX | River Place - Building 6 (6500 River Place Boulevard)
Initial Cost
Land	1,598
Buildings and Improvements	12,945
Net Improvements (Retirements) Since Acquisition	703
Gross Amount Which Carried
Land	1,598
Buildings and Improvements	13,648
Total	15,246
Accumulated Depreciation at December 31, 2022	1,490
AUSTIN, TX | River Place - Building 7 (6500 River Place Boulevard)
Initial Cost
Land	1,801
Buildings and Improvements	16,486
Net Improvements (Retirements) Since Acquisition	1,208
Gross Amount Which Carried
Land	1,801
Buildings and Improvements	17,694
Total	19,495
Accumulated Depreciation at December 31, 2022	2,468
AUSTIN, TX | Quarry Lake II (4516 Seton Center Parkway)
Initial Cost
Land	3,970
Buildings and Improvements	30,546
Net Improvements (Retirements) Since Acquisition	1,174
Gross Amount Which Carried
Land	3,867
Buildings and Improvements	31,823
Total	35,690
Accumulated Depreciation at December 31, 2022	3,611
OTHER | Main Street-Plaza 1000
Initial Cost
Land	2,732
Buildings and Improvements	10,942
Net Improvements (Retirements) Since Acquisition	284
Gross Amount Which Carried
Land	2,732
Buildings and Improvements	11,226
Total	13,958
Accumulated Depreciation at December 31, 2022	11,054
OTHER | Main Street-Piazza
Initial Cost
Land	696
Buildings and Improvements	2,802
Net Improvements (Retirements) Since Acquisition	3,586
Gross Amount Which Carried
Land	704
Buildings and Improvements	6,380
Total	7,084
Accumulated Depreciation at December 31, 2022	4,547
OTHER | Main Street-Promenade
Initial Cost
Land	532
Buildings and Improvements	2,052
Net Improvements (Retirements) Since Acquisition	311
Gross Amount Which Carried
Land	532
Buildings and Improvements	2,363
Total	2,895
Accumulated Depreciation at December 31, 2022	1,561
OTHER | 920 North King Street
Initial Cost
Land	6,141
Buildings and Improvements	21,140
Net Improvements (Retirements) Since Acquisition	7,108
Gross Amount Which Carried
Land	6,141
Buildings and Improvements	28,248
Total	34,389
Accumulated Depreciation at December 31, 2022	16,427
OTHER | 300 Delaware Avenue
Initial Cost
Land	6,369
Buildings and Improvements	13,739
Net Improvements (Retirements) Since Acquisition	2,750
Gross Amount Which Carried
Land	6,369
Buildings and Improvements	16,489
Total	22,858
Accumulated Depreciation at December 31, 2022	$ 10,393

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Schedule III - Real Estate and Accumulated Depreciation - Reconciliations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at the Beginning of the Year	$ 3,472,602	$ 3,474,109	$ 4,006,459
Additions:
Acquisitions	0	0	9,722
Capital expenditures and assets placed into service	212,874	134,931	113,221
Less:
Dispositions/impairments/placed into redevelopment	(32,951)	(82,247)	(619,086)
Retirements	(35,285)	(54,191)	(36,207)
Balance at the end of the year	3,617,240	3,472,602	3,474,109
Per consolidated balance sheet	3,617,240	3,472,602	3,474,109
Tax basis of assets, cost for income tax purposes	3,200,000	3,100,000
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at the beginning of the year	957,450	896,561	973,318
Additions:
Depreciation expense	147,735	136,171	138,822
Less:
Dispositions/impairments/placed into redevelopment	(7,341)	(24,440)	(182,526)
Retirements	(34,784)	(50,842)	(33,053)
Balance at the end of the year	1,063,060	957,450	896,561
Per consolidated balance sheet	$ 1,063,060	$ 957,450	$ 896,561
Leashold Interest Land
Less:
Lease agreement term (in years)	99 years
Maximum
Less:
Useful life (in years)	55 years