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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Commission file numbers:		1-13130 (Liberty Property Trust)
		1-13132 (Liberty Property Limited Partnership)

LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact Names of Registrants as Specified in Their Governing Documents)


MARYLAND (Liberty Property Trust) PENNSYLVANIA (Liberty Property Limited Partnership)		23-7768996 23-2766549

(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification Number)

500 Chesterfield Parkway Malvern, Pennsylvania		19355

(Address of Principal Executive Offices)		(Zip Code)

Registrants’ Telephone Number, including Area Code (610)648-1700

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


TITLE OF EACH CLASS		NAME OF EACH EXCHANGE ON WHICH REGISTERED

Common Shares of Beneficial Interest, $0.001 par value (Liberty Property Trust)		New York Stock Exchange

Preferred Share Purchase Rights, $0.0001 par value (Liberty Property Trust)		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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

YES þ NO o

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

YES o NO þ

Indicate by check mark whether the Registrants (1) have 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 Registrants were required to file such reports) and (2) have been subject to such filing requirements for the past ninety (90) days.

YES þ NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of the Registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. (See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):

LARGE ACCELERATED FILER þ ACCELERATED FILER o NON-ACCELERATED FILER o

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

YES o NO þ

The aggregate market value of the Common Shares of Beneficial Interest, $0.001 par value (the “Common Shares”), of Liberty Property Trust held by non-affiliates of Liberty Property Trust was $3.9 billion, based upon the closing price of $44.31 on the New York Stock Exchange composite tape on June 30, 2005. Non-affiliate ownership is calculated by excluding all Common Shares that may be deemed to be beneficially owned by executive officers and trustees, without conceding that any such persons is an “affiliate” for purposes of the federal securities laws.

Number of Common Shares outstanding as of March 9, 2006: 88,661,156

Documents Incorporated by Reference

Portions of the proxy statement for the annual meeting of shareholders of Liberty Property Trust to be held in 2006 are incorporated by reference into Part III of this Form 10-K.


		The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Annual Report on Form 10-K and other materials filed or to be filed by the Company (as defined herein) with the Securities and Exchange Commission (“SEC”) (as well as information included in oral statements or other written statements made or to be made by the Company) contain statements that are or will be forward-looking, such as statements relating to rental operations, development activities, joint venture relationships, acquisitions, dispositions, future capital expenditures, financing sources and availability, and the effects of regulation (including environmental regulation) and competition. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be achieved. As forward-looking statements, these statements involve important risks, uncertainties and other factors that could cause actual results to differ materially from the expected results and, accordingly, such results may differ from those expressed in any forward-looking statements made by, or on behalf of the Company. The Company assumes no obligation to update or supplement forward looking statements that become untrue because of subsequent events. These risks, uncertainties and other factors include, without limitation, uncertainties affecting real estate businesses generally (such as entry into new leases, renewals of leases and dependence on tenants’ business operations), risks relating to our ability to maintain and increase property occupancy and rental rates, risks relating to construction and development activities, risks relating to acquisition and disposition activities, risks relating to joint venture relationships and any possible need to perform under certain guarantees that we have issued or may issue in connection with such relationships, possible environmental liabilities, risks relating to leverage and debt service (including availability of financing terms acceptable to the Company and sensitivity of the Company’s operations and financing arrangements to fluctuations in interest rates), dependence on the primary markets in which the Company’s properties are located, the existence of complex regulations relating to status as a REIT and the adverse consequences of the failure to qualify as a REIT, and the potential adverse impact of market interest rates on the market price for the Company’s securities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements.”

PART I

ITEM 1. BUSINESS

The Company

The Company completed its initial public offering in 1994 to continue and expand the commercial real estate business of Rouse & Associates, a Pennsylvania general partnership, and certain affiliated entities (collectively, the “Predecessor”) which was founded in 1972. As of December 31, 2005, the Company’s portfolio consisted of 718 industrial and office properties (the “Properties in Operation”) totaling 64.4 million square feet. In addition, at that date, the Company had 29 properties under development, which when completed are expected to add 5.6 million square feet to the Company’s portfolio, (the “Properties Under Development” and, together with the Properties in Operation, the “Properties”), and owned 1,410 acres of land, substantially all of which was zoned for commercial use. Included above are 42 properties comprising 3.8 million square feet and 268 acres of developable land owned by unconsolidated joint ventures.

The Company provides leasing, property management, development, acquisition and other tenant-related services for the Properties in Operation. The Company’s industrial Properties consist of a variety of warehouse, distribution, service, assembly, light manufacturing and research and development facilities. They include both single-tenant and multi-tenant facilities, with most designed flexibly to accommodate various types of tenants, space requirements and industrial uses. The Company’s office Properties are multi-story and single-story office buildings located principally in suburban mixed-use developments or office parks. Substantially all of the Company’s Properties are located in prime business locations within established business communities. In January 2005, the Company commenced construction of a 1.25 million square foot office tower in Philadelphia’s central business district.

The Trust is the sole general partner and also a limited partner of the Operating Partnership, owning 96.2% of the common equity of the Operating Partnership at December 31, 2005. The common units of limited partnership interest in the Operating Partnership (the “Common Units”) other than those owned by the Trust are exchangeable on a one-for-one basis (subject to anti-dilution protections) for the Trust’s Common Shares of Beneficial Interest, $0.001 par value per share (the “Common Shares”). The Common Units held by the limited partners were exchangeable for 3.5 million Common Shares on December 31, 2005. The Company has issued Cumulative Redeemable Preferred Units of the Operating Partnership (the “Preferred Units”). The outstanding Preferred Units are exchangeable on a one-for-one basis after a stated date into Cumulative Redeemable Preferred Shares of the Trust. Collectively, the ownership of the holders of Common and Preferred Units is reflected on the Trust’s financial statements as minority interest.

In addition to this annual report on Form 10-K, the Company files periodic and current reports, proxy statements and other information with the SEC. The Company makes these documents available on its website, www.libertyproperty.com, free of charge, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information about the public reference facilities. These documents also may be accessed through the SEC’s electronic data gathering, analysis and retrieval system (“EDGAR”) via electronic means, including the SEC’s home page on the Internet, www.sec.gov.

Also posted on the Company’s website is the Company’s Code of Conduct, which applies to all of its employees and also serves as a code of ethics for its chief executive officer, chief financial officer and persons performing similar functions. The Company will send the Code of Conduct, free of charge, to anyone who requests a copy in writing from its Investor Relations Department at the address set forth on the cover of this filing. The Company may provide information regarding any amendments to or waivers of the Code of Conduct in the Corporate Governance area of its website.

Management and Employees

The Company’s 470 employees (as of March 9, 2006) are under the direction of 21 senior executives, who, on average, have been affiliated with the Company and the Predecessor for 16 years. The Company and the Predecessor have developed and managed commercial real estate for the past 33 years. The Company’s in-house leasing and property management staff operates in markets where it has a significant presence. This structure enables the Company to better understand the characteristics of the local markets in which it operates, to respond quickly and directly to tenant needs and to better identify local real estate opportunities. At December 31, 2005, the Company’s reportable segments were based on the Company’s method of internal reporting and are as follows:


Reportable Segments		Markets
Delaware Valley		Southeastern Pennsylvania; New Jersey
Midwest		Lehigh Valley, Pennsylvania; Michigan; Minnesota; Milwaukee; Chicago
Mid-Atlantic		Maryland; Piedmont Triad, NC; Greenville, SC; Richmond; Virginia Beach
Florida		Jacksonville; Orlando; Boca Raton; Tampa; Texas
United Kingdom		County of Kent

Business Objective and Strategies for Growth

The Company’s business objective is to maximize long-term profitability for its shareholders by being a recognized leader in commercial real estate through the ownership, management, development and acquisition of superior office and industrial properties. The Company intends to achieve this objective through offering office and industrial properties in multiple markets and operating as a leading landlord in the industry. The Company believes that this objective will provide the benefits of enhanced investment opportunities, economies of scale, risk diversification both in terms of geographic market and real estate product type, access to capital, and the ability to attract and retain personnel. The Company also strives to be a leading provider of customer service, providing an exceptional and positive customer experience. In pursuing its business objective, the Company seeks to achieve a combination of internal and external growth, maintain a conservative balance sheet and pursue a strategy of financial flexibility.

Products

The Company strives to be a recognized quality provider of five products (industrial properties, including big box warehouse, multi-tenant industrial, and flex/R&D; and office properties, including single-story office and multi-story office). When the Company’s marketing efforts identify opportunities, the Company will, in appropriate instances, pursue other office and industrial product types including high rise office towers. In January 2005, the Company commenced construction of a 1.25 million square foot office tower in Philadelphia’s central business district.

Markets

The Company operates primarily in the Mid-Atlantic, Southeastern and Midwestern United States. Additionally, the Company owns certain assets in the United Kingdom. The Company’s goal is to operate in each of its markets with an appropriate product mix of office and industrial properties. The Company seeks to have a presence that allows it to be viewed as a significant participant in each market. The Company’s efforts emphasize business park development and asset aggregation. The Company gathers information from internal sources and independent third parties and analyzes this information to support its evaluation of markets and market conditions.

Organizational Plan

The Company seeks to maintain a management organization which facilitates efficient execution of the Company’s strategy. As part of this effort, the Company pursues a human resources plan designed to create and maintain a highly regarded real estate company through recruiting, training and retaining capable people. The structure is designed to support a local office entrepreneurial platform operating within a value-added corporate structure. The Company upgrades its information technology periodically to keep pace with advances in available technology.

Internal Growth Strategies

The Company seeks to maximize the profitability of its Properties by endeavoring to maintain high occupancy levels while obtaining competitive rental rates, controlling costs and focusing on customer service efforts.

Maintain High Occupancies

The Company believes that the quality and diversity of its tenant base and its strategy of operating in multiple markets is integral to achieving its goal of attaining high occupancy levels for its portfolio. The Company targets financially stable tenants in an effort to minimize uncertainty relating to the ability of the tenants to meet their lease obligations.

Cost Controls

The Company seeks to identify best practices to apply throughout the Company in order to enhance cost savings and other efficiencies. The Company also employs an annual capital improvement and preventative maintenance program designed to reduce the operating costs of the Properties and maintain the long-term value of the Properties.

Customer Service Initiatives

The Company seeks to achieve high tenant retention through a comprehensive customer service program, which is designed to provide an exceptional and positive customer experience. The customer service program establishes best practices and provides an appropriate customer feedback process. The Company believes that the program has been helpful in increasing customer satisfaction.

External Growth Strategies

The Company seeks to enhance its long-term profitability through the development, acquisition and disposition of properties.

Development

The Company pursues attractive development opportunities, focusing primarily on high-quality suburban industrial and office properties within its existing markets. When the Company’s marketing efforts identify opportunities, the Company will consider pursuing urban opportunities and development opportunities outside of the Company’s established markets. The Company and its Predecessor have developed over 48 million square feet of commercial real estate during the past 33 years. The Company’s development activities generally fall into two categories: build-to-suit projects and projects built for inventory (projects that are less than 75% leased prior to commencement of construction). The Company develops build-to-suit projects for existing and new tenants. The Company also builds properties for inventory where the Company has identified sufficient demand at market rental rates to justify such construction.

During the year ended December 31, 2005, the Company completed four build-to-suit projects and seven inventory projects totaling 1.8 million square feet of leaseable space and representing an aggregate Total Investment, as defined below, of $126.2 million. As of December 31, 2005, these completed development properties were 97.8% leased. The “Total Investment” for a Property is defined as the Property’s purchase price plus closing costs and management’s estimate, as determined at the time of acquisition, of the cost of necessary building improvements in the case of acquisitions, or land costs and land and building improvement costs in the case of development projects, and, where appropriate, other development costs and carrying costs.

As of December 31, 2005 the Company had 29 Properties Under Development which are expected to generate, upon completion, 5.6 million leaseable square feet and are expected to represent a Total Investment of $815.5 million. These Properties Under Development were 43.5% pre-leased as of December 31, 2005. The scheduled deliveries of the 5.6 million square feet of leaseable space in Properties Under Development are as follows (in thousands, except percentages):


	Square Feet
									Percent Leased			Total
Scheduled In-Service Date	Ind-Dist.		Ind-Flex		Office		Total		December 31, 2005			Investment
1^st Quarter 2006		608		129		102		839		92.3	%	$	48,111
2^nd Quarter 2006		25		134		198		357		86.8	%		51,801
3^rd Quarter 2006		130		—		192		322		86.8	%		38,740
4^th Quarter 2006		—		48		170		218		39.4	%		35,573
1^st Quarter 2007		—		79		77		156		33.9	%		17,705
2^nd Quarter 2007		1,300		—		208		1,508		0.3	%		107,733
3^rd Quarter 2007		800		—		110		910		—			56,273
3^rd Quarter 2008		—		—		1,253		1,253		72.8	%		459,566

Total		2,863		390		2,310		5,563		43.5	%	$	815,502

The table above reflects the 1.25 million square foot office tower which the Company is constructing in Philadelphia’s central business district. Comcast Corporation has signed a 15¹/2 year lease for 874,000 square feet of space. The office tower, to be known as Comcast Center is expected to be shell complete in late 2007.

The Company believes that, because it is a fully integrated real estate firm, its base of commercially zoned land in existing industrial and office business parks provides a competitive advantage for future development activities. As of December 31, 2005, the Company wholly owns 1,142 acres of land held for development and jointly owns 268 acres, substantially all of which was zoned for commercial use. Substantially all of the land is located adjacent to or within existing industrial or business parks with site improvements, such as public sewers, water and utilities, available for service. The Company anticipates that its land holdings would support, as and when developed, 14.1 million leaseable square feet. The Company’s investment in land held for development as of December 31, 2005 was $158.7 million.

Acquisitions/Dispositions

The Company seeks to acquire properties consistent with its business objectives and strategies. The Company executes its acquisition strategy by purchasing properties which management believes will create shareholder value over the long-term.

During the year ended December 31, 2005, the Company acquired 23 properties comprising 3.7 million leaseable square feet for a Total Investment of $300.1 million.

The Company disposes of Properties and land held for development which no longer fit within the Company’s strategic plan, or with respect to which the Company believes it can optimize cash proceeds. During the year ended December 31, 2005, the Company sold 36 Properties in Operation, which contained 2.4 million square feet of leaseable space, and four parcels of land, for an aggregate of $203.9 million. The Company also sold 15 Properties in Operation in the United Kingdom to an unconsolidated joint venture in which the Company retained a 20% interest for $219.9 million. See Joint Ventures below. In addition, an unconsolidated joint venture in which the Company has a 25% interest sold three properties which contained 397,000 square feet of leaseable space, for $21.1 million.

Joint Ventures

The Company, from time to time, considers joint venture opportunities with institutional investors or other real estate companies. Joint venture partnerships provide the Company with additional sources of capital to share investment risk and fund capital requirements. In some instances, joint venture partnerships provide the Company with additional local market or product type expertise.

In December 2005, the Company partnered with Doughty Hanson & Co. Real Estate on a $219.9 million joint venture consisting of the majority of the Company’s office and flex portfolio at Kings Hill in the County of Kent, England. The Company sold 15 Properties in Operation totaling 535,000 square feet to this joint venture. The joint venture was financed with $163.4 million of secured debt and the Company retained a 20% interest in the joint venture. The Company will receive fees for managing the assets and may receive a promoted interest if certain return thresholds are met. The joint venture will have the option to purchase further completed and leased commercial buildings in the first phase of the Kings Hill development.

As of December 31, 2005, the Company had investments in unconsolidated joint ventures, totaling $33.5 million.

United Kingdom Operations

The Company has an agreement with the County of Kent, England, for the development of a 650 acre, mixed commercial and residential community in the County of Kent. The community known as “Kings Hill” is located approximately 25 miles southeast of London. The community has been developed over the past decade pursuant to the development agreement between the County of Kent and the Company. The development agreement allows the Company to develop commercial space and to participate in proceeds from the sale of residential land parcels to home builders. The Company is presently developing one office building in Kings Hill and has received planning consent, which it is currently evaluating, for an additional one million square feet of future development.

The Company has also invested in two joint ventures to develop projects in separate locations in England. The Company believes that its development expertise, its access to capital and its relationship with tenants engaged in international business will create opportunities to service the needs of these tenants in both the United States and the United Kingdom.

The Company continues to pursue its development in Kings Hill and to identify other development and acquisition opportunities in the United Kingdom.

ITEM 1A. RISK FACTORS

The Company’s results from operations and the ability to make distributions to our shareholders and pay debt service on our indebtedness may be affected by the risk factors set forth below. (The Company refers to itself as “we”, “us” or “our” in the following risk factors.) This section contains some forward looking statements. You should refer to the explanation of the qualifications and limitations on forward looking statements on page 3.

Risks Related to Our Business

Unfavorable events affecting our existing tenants, or negative market conditions that may affect our existing tenants, could have an adverse impact on our ability to attract new tenants, relet space, collect rent or renew leases, and thus could have a negative effect on our cash flow from operations and inhibit growth.

Our cash flow from operations depends on our ability to lease space to tenants on economically favorable terms. Therefore, we could be adversely affected by various facts and events over which we have limited control, such as:

	•		lack of demand for space in the areas where our Properties are located

	•		inability to retain existing tenants and attract new tenants

	•		oversupply of or reduced demand for space and changes in market rental rates

	•		defaults by our tenants or their failure to pay rent on a timely basis

	•		the need to periodically renovate and repair our space

	•		physical damage to our Properties

	•		economic or physical decline of the areas where our Properties are located

	•		potential risk of functional obsolescence of our Properties over time

At any time, any of our tenants may experience a downturn in its business that may weaken its financial condition. As a result, a tenant may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent or declare bankruptcy. Any tenant bankruptcy or insolvency, leasing delay or failure to make rental payments when due could result in the termination of the tenant’s lease and material losses to our Company.

If our tenants do not renew their leases as they expire, we may not be able to rent the space. Furthermore, leases that are renewed, and some new leases for space that is relet, may have terms that are less economically favorable to us than current lease terms, or may require us to incur significant costs, such as for renovations, tenant improvements or lease transaction costs.

Any of these events could adversely affect our cash flow from operations and our ability to make expected distributions to our shareholders and service our indebtedness.

A significant portion of our costs, such as real estate taxes, insurance costs, and debt service payments, generally are not reduced when circumstances cause a decrease in cash flow from our Properties.

We may not be able to compete successfully with other entities that operate in our industry.

We experience a great deal of competition in attracting tenants for our Properties and in locating land to develop and properties to acquire.

In our effort to lease our Properties, we compete for tenants with a broad spectrum of other landlords in each of our markets. These competitors include, among others, publicly-held REITs, privately-held entities, individual property owners and tenants who wish to sublease their space. Some of these competitors may be able to offer prospective tenants more attractive financial or other terms than we are able to offer.

We may experience increased operating costs, which could adversely affect our operations.

Our Properties are subject to increases in operating expenses such as insurance, cleaning, electricity, heating, ventilation and air conditioning, general and administrative costs and other costs associated with security, landscaping, repairs and maintenance. While our current tenants generally are obligated to pay a significant portion of these costs, there is no assurance that these tenants will make such payments or agree to pay these costs upon renewal or that new tenants will agree to pay these costs. If operating expenses increase in our markets, we may not be able to increase rents or reimbursements in all of these markets so as to meet increased expenses without at the same time decreasing occupancy rates. If this occurs, our ability to make distributions to shareholders and service our indebtedness could be adversely affected.

Our ability to achieve growth in operating income depends in part on our ability to develop properties which may suffer under certain circumstances.

We intend to continue to develop properties where warranted by market conditions. We have a number of ongoing development projects and a number of land projects being readied for development. These projects include the Comcast Center, a 1.25 million square foot office tower in Philadelphia’s central business district, which is discussed below.

Additionally, our general construction and development activities include the risks that:

	•		construction and leasing of a property may not be completed on schedule, which could result in increased expenses and construction costs, and would result in reduced profitability for that property

	•		construction costs may exceed our original estimates due to increases in interest rates and increased materials, labor or other costs, possibly making the property unprofitable because we may not be able to increase rents to compensate for the increase in construction costs

	•		some developments may fail to achieve expectations, possibly making them unprofitable

	•		we may be unable to obtain, or may face delays in obtaining, required zoning, land-use, building, occupancy, and other governmental permits and authorizations, which could result in increased costs and could require us to abandon our activities entirely with respect to a project

	•		we may abandon development opportunities after we begin to explore them and as a result, we may fail to recover costs already incurred. If we alter or discontinue our development efforts, past and future costs of the investment may need to be expensed rather than capitalized and we may determine the investment is impaired, resulting in a loss

	•		we may expend funds on and devote 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, and may result in lower than projected rental rates with the result that our investment is not profitable

Our Comcast Center project is subject to a number of risks related to its development, construction, financing and leasing.

We commenced construction of a 1.25 million square foot office tower in Philadelphia in January 2005. The office tower, known as the Comcast Center, is expected to be shell complete in late 2007. Comcast Corporation has signed a 15¹/2 year lease for 874,000 square feet, or 69.7%, of the building’s leasable space. Including the lease with Comcast Corporation and leases with other tenants, there are signed leases for 72.8% of the Comcast Center’s leasable space. The total project cost to be incurred by us is expected to be $459.6 million.

The project is subject to substantial leasing risk as to the portion of the building not leased to Comcast. The Philadelphia office market generally contains substantial vacancy and has experienced a highly competitive leasing environment. Many of the premier office properties in the central business district contain significant vacancy. These conditions have had an adverse impact on market rental rates. Nevertheless, we believe that because of the unique features of this state-of-the-art commercial office building, sufficient demand exists from lease expirations of large commercial tenants in Philadelphia’s central business district during the 2006 to 2009 time frame and from prospective new tenants to the market to lease the remainder of the building at suitable rental rates.

Development of a project such as Comcast Center is subject to the general development and construction risks noted above. Those risks are magnified by the size of the project, and include construction risks associated with undertaking a construction project with the engineering and design complexities of an office tower. If we fail to achieve the completion deadlines set forth in the lease with Comcast, we will be responsible for damages incurred by Comcast.

The project also bears the investment risk that the market value of this 1.25 million square foot office tower may not support the construction costs of $360 per square foot. Sales that occurred in the past few years of a few Philadelphia office towers, which were constructed on average 15 years ago, were estimated to be for an average price of $183 per square foot.

We face risks associated with property acquisitions.

We acquire individual properties and portfolios of properties, and intend to continue to do so. Our acquisition activities and their success are subject to the following risks:

	•		when we are able to locate a desirable property, competition from other real estate investors may significantly increase the purchase price

	•		acquired properties may fail to perform as expected

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

	•		acquired properties may be located in new markets where we face risks associated with an incomplete knowledge or understanding of the local market, a limited number of established business relationships in the area and a relative unfamiliarity with local governmental and permitting procedures

	•		we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result, our results of operations and financial condition could be adversely affected

We may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle it, which could adversely affect our cash flow.

Many of our Properties are concentrated in our primary markets, and we therefore may suffer economic harm as a result of adverse conditions in those markets.

Our Properties are located principally in specific geographic areas in the Mid-Atlantic, Southeastern and Midwestern United States and the United Kingdom. Due to the concentration of our Properties in these areas, performance is dependent on economic conditions in these areas. These areas have experienced periods of economic decline.

We may not be able to access financial markets to obtain capital on a timely basis, or on acceptable terms.

In order to qualify as a REIT for federal income tax purposes, we are required to distribute at least 90% of our taxable income to shareholders each year, and thus cannot reinvest this portion of income in the business. As a result, retained cash flows are somewhat limited and we rely on proceeds from Property dispositions and third party capital sources for a portion of our capital needs, including capital for acquisitions and development. The public debt and equity markets are among the sources we rely on. There is no guarantee that we will be able to access these markets, or any other source of capital, on attractive terms or at all. The ability to access the public debt and equity markets depends on a variety of factors, including:

	•		general economic conditions affecting these markets

	•		our own financial structure and performance

	•		the market’s opinion of REITs in general

	•		the market’s opinion of REITs that own properties like ours

We may suffer adverse effects as a result of the terms of and covenants relating to our indebtedness.

Required payments on our indebtedness generally are not reduced if the economic performance of the portfolio declines. If the economic performance declines, net income, cash flow from operations and cash available for distribution to shareholders will be reduced. If payments on debt cannot be made, we could sustain a loss, or in the case of mortgages, suffer foreclosures by mortgagees or suffer judgments. Further, some obligations, including our $600 million credit facility and unsecured notes, as well as, at December 31, 2005, $55.5 million in outstanding mortgage indebtedness, contain cross-default and/or cross-acceleration provisions, which means that a default on one obligation may constitute a default on other obligations.

We anticipate that only a small portion of the principal of our debt will be repaid prior to maturity. Therefore, we generally need to refinance our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of our existing debt. If principal payments due at maturity cannot be refinanced, extended or repaid with proceeds from other sources, such as the proceeds of sales of assets or new equity securities, our cash flow will not be sufficient to repay all maturing debt in years when significant “balloon” payments come due.

Our credit facility and unsecured debt securities contain customary 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 continued ability to borrow under our $600 million credit facility is subject to compliance with our financial and other covenants. In addition, our failure to comply with such covenants could cause a default under this credit

facility, and we may then be required to repay such debt with capital from other sources. Under those circumstances, other sources of capital may not be available to us, or be available only on unattractive terms.

Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our common stock.

Our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. Our senior unsecured debt is currently rated investment grade by the three major rating agencies. However, there can be no assurance we will be able to maintain this rating, and in the event our senior debt is downgraded from its current rating, we would likely incur higher borrowing costs. Our degree of leverage could also make us more vulnerable to a downturn in business or the economy generally.

Further issuances of equity securities may be dilutive to current shareholders.

The interests of our existing shareholders could be diluted if we issue additional equity securities to finance future developments, acquisitions, or repay indebtedness. Our Board of Trustees may authorize the issuance of additional securities without shareholder approval. Our ability to execute our business strategy depends on 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 issuances of common and preferred equity.

An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt.

We currently have, and may incur more, indebtedness that bears interest at variable rates. Accordingly, if interest rates increase, so will our interest costs, which would adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our shareholders. Further, rising interest rates could limit our ability to refinance existing debt when it matures.

Property ownership through joint ventures will limit our ability to act exclusively in our interests.

From time to time we invest in joint ventures in which we do not hold a controlling interest. These investments involve risks that do not exist with properties in which we own a controlling interest, including the possibility that our partners may, at any time, have business, economic or other objectives that are inconsistent with our objectives. In instances where we lack a controlling interest, our partners may be in a position to require action that is contrary to our objectives. While we seek to negotiate the terms of these joint ventures in a way that secures our ability to act in our best interests, there can be no assurance that those terms will be sufficient to fully protect us against actions contrary to our interests. If the objectives of our co-venturers are inconsistent with ours, we may not in every case be able to act exclusively in our interests.

Risks Related to the Real Estate Industry

Real estate investments are illiquid, and we may not be able to sell our Properties if and when we determine it is appropriate to do so.

Real estate generally cannot be sold quickly. We may not be able to dispose of Properties promptly in response to economic or other conditions. In addition, provisions of the Internal Revenue Code (the “Code”) limit a REIT’s ability to sell properties in some situations when it may be economically advantageous to do so, thereby adversely affecting returns to shareholders and adversely impacting our ability to meet our obligations to the holders of other securities.

We may experience economic harm if any damage to our Properties is not covered by insurance.

We believe all of our Properties are adequately insured. However, we cannot guarantee that the limits of our current policies will be sufficient in the event of a catastrophe to our Properties. Our existing property and liability policies expire during 2006. We cannot guarantee that we will be able to renew or duplicate our current coverages in adequate amounts or at reasonable prices.

We may suffer losses that are not covered under our comprehensive liability, fire, extended coverage and rental loss insurance policies. For example, we may not be insured for losses resulting from acts of war, certain acts of terrorism, or from environmental liabilities. If an uninsured loss or a loss in excess of insured limits should occur, we would nevertheless remain liable for the loss which could adversely affect cash flow from operations.

Potential liability for environmental contamination could result in substantial costs.

Under federal, state and local environmental laws, ordinances and regulations, we may be required to investigate and clean up the effects of releases of hazardous or toxic substances or petroleum products at our Properties simply because of our current or past ownership or operation of the real estate. If unidentified environmental problems arise,

we may have to make substantial payments which could adversely affect our cash flow and our ability to make distributions to our shareholders because:

	•		as owner or operator, we may have to pay for property damage and for investigation and clean-up costs incurred in connection with the contamination

	•		the law typically imposes clean-up responsibility and liability regardless of whether the owner or operator knew of or caused the contamination

	•		even if more than one person may be responsible for the contamination, each person who shares legal liability under the environmental laws may be held responsible for all of the clean-up costs

	•		governmental entities and third parties may sue the owner or operator of a contaminated site for damages and costs

These costs could be substantial. The presence of hazardous or toxic substances or petroleum products or the failure to properly remediate contamination may materially and adversely affect our ability to borrow against, sell or rent an affected property. In addition, applicable environmental laws create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination. Changes in laws increasing the potential liability for environmental conditions existing at our Properties may result in significant unanticipated expenditures.

It is our policy to retain independent environmental consultants to conduct Phase I environmental site assessments and asbestos surveys with respect to our acquisition of properties. These assessments generally include a visual inspection of the properties and the surrounding areas, an examination of current and historical uses of the properties and the surrounding areas and a review of relevant state, federal and historical documents, but do not involve invasive techniques such as soil and ground water sampling. Where appropriate, on a property-by-property basis, our practice is to have these consultants conduct additional testing, including sampling for asbestos, for lead in drinking water, for soil contamination where underground storage tanks are or were located or where other past site usages create a potential environmental problem, and for contamination in groundwater. Even though these environmental assessments are conducted, there is still the risk that:

	•		the environmental assessments and updates will not identify all potential environmental liabilities

	•		a prior owner created a material environmental condition that is not known to us or the independent consultants preparing the assessments

	•		new environmental liabilities have developed since the environmental assessments were conducted

	•		future uses or conditions such as changes in applicable environmental laws and regulations could result in environmental liability for us

While we test indoor air quality on a regular basis and have an ongoing maintenance program in place to address this aspect of property operations, inquiries about indoor air quality may necessitate special investigation and, depending on the results, remediation. Indoor air quality issues can stem from inadequate ventilation, chemical contaminants from indoor or outdoor sources, pollen, viruses and bacteria. Indoor exposure to chemical or biological contaminants above certain levels can be alleged to be connected to allergic reactions or other health effects and symptoms in susceptible individuals. If these conditions were to occur at one of our Properties, we may need to undertake a targeted remediation program, including without limitation, steps to increase indoor ventilation rates and eliminate sources of contaminants. Such remediation programs could be costly, necessitate the temporary relocation of some or all of the property’s tenants or require rehabilitation of the affected property.

Our Properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold at any of our Properties could require us to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant mold could expose us to liability from our tenants, employees of our tenants and others if property damage or health concerns arise.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that adversely impact our operating results.

All of our Properties are required to comply with the Americans with Disabilities Act (“ADA”). The ADA generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in imposition of fines by the United States government or an award of damages to private litigants, or both. Expenditures related to complying with the provisions of the ADA could adversely affect our results of operations and financial condition and our ability to make distributions to shareholders. In addition, we are required to operate our Properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our Properties. We may be required to make substantial capital expenditures to comply with those requirements and these expenditures could have a material adverse effect on our operating results and financial condition, as well as our ability to make distributions to shareholders.

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

Terrorist attacks against our Properties, or against the United States or United States interests generally, may negatively affect our operations and your investment in our securities. Attacks or armed conflicts could have a direct adverse impact on our Properties or operations through damage, destruction, loss or increased security costs. Any terrorism insurance that we obtain may be insufficient to cover the loss for damages to our Properties as a result of terrorist attacks.

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. Adverse economic conditions could affect the ability of our tenants to pay rent, which could have an adverse impact on our operating results.

Risks Related to Our Organization and Structure

We have elected REIT status under the federal tax laws, and could suffer adverse consequences if we fail to qualify as a REIT.

We have elected REIT status under federal tax laws and have taken the steps known to us to perfect that status, but we cannot be certain that we qualify, or that we will remain qualified. Qualification as a REIT involves the application of highly technical and complex provisions of the Code, as to which there are only limited judicial or administrative interpretations. The complexity of these provisions and of the related income tax regulations is greater in the case of a REIT that holds its assets in partnership form, as we do. Moreover, no assurance can be given that new tax laws will not significantly affect our qualification as a REIT or the federal income tax consequences of such qualification. New laws could be applied retroactively, which means that past operations could be found to be in violation, which would have a negative effect on the business.

If we fail to qualify as a REIT in any taxable year, the distributions to shareholders would not be deductible when computing taxable income. If this happened, we would be subject to federal income tax on our taxable income at regular corporate rates. Also, we could be prevented from qualifying as a REIT for the four years following the year in which we were disqualified. Further, if we requalified as a REIT after failing to qualify, we might have to pay the full corporate-level tax on any unrealized gain in our assets during the period we were not qualified as a REIT. We would then have to distribute to our shareholders the earnings we accumulated while we were not qualified as a REIT. These additional taxes would reduce our funds available for distribution to our shareholders. In addition, while we were disqualified as a REIT, we would not be required by the Code to make distributions to our shareholders. A failure by the Company to qualify as a REIT and the resulting requirement to pay taxes and interest (and perhaps penalties) would cause us to default under various agreements to which we are a party, including under our credit facility, and would have a material adverse effect on our business, prospects, results of operations, earnings, financial condition and our ability to make distributions to shareholders.

Future economic, market, legal, tax or other considerations may lend our Board of Trustees to authorize the revocation of our election to qualify as a REIT. A revocation of our REIT status would require the consent of the holders of a majority of the voting interests of all of our outstanding Common Shares.

Risks associated with potential borrowings necessary to make distributions to qualify as a REIT.

We intend to make distributions to shareholders to comply with the distribution provisions of the Code necessary to maintain qualification as a REIT and to avoid income taxes and the non-deductible excise tax. Under certain circumstances, we may be required to borrow funds to meet the distribution requirements necessary to achieve the tax benefits associated with qualifying as a REIT. In such circumstances, we might need to borrow funds to avoid adverse tax consequences, even if our management believes that the prevailing market conditions are not generally favorable for such borrowings or that such borrowings would not be advisable in the absence of such tax considerations.

Certain officers of the Trust may not have the same interests as shareholders as to certain tax laws.

Certain officers of the Trust own Common Units. These units may be exchanged for our Common Shares. The officers who own those units and have not yet exchanged them for our Common Shares may suffer different and more adverse tax consequences than holders of our Common Shares suffer in certain situations:

	•		when certain of our Properties are sold

	•		when debt on those Properties is refinanced

	•		if we are involved in a tender offer or merger

Because these officers own units and face different consequences than shareholders do, the Trust and those officers may have different objectives as to these transactions than shareholders do.

Certain aspects of our organization could have the effect of restricting or preventing a change of control of our Company, which could have an adverse effect on the price of our shares.

Our charter contains an ownership limit on shares. To qualify as a REIT, five or fewer individuals cannot own, directly or indirectly, more than 50% in value of the outstanding shares of beneficial interest. To this end, our Declaration of Trust, among other things, generally prohibits any holder of the Trust’s shares from owning more than 5% of the Trust’s outstanding shares of beneficial interest, unless that holder gets the consent from the Board of Trustees. This limitation could prevent the acquisition of control of the Company by a third party without the consent from the Board of Trustees.

We have a staggered board and certain restrictive nominating procedures. The Board of Trustees has three classes of trustees. The term of office of one class expires each year. Trustees for each class are elected for three-year terms as that class’ term expires. The terms of the Class III, Class I, and Class II trustees expire in 2006, 2007, and 2008, respectively. Any nominee for trustee must be selected under the nominating provisions contained in our Declaration of Trust and By-Laws. The staggered terms for trustees and the nominating procedures may affect shareholders’ ability to take control of the Company, even if a change in control were in the shareholders’ interest.

We can issue preferred shares. Our Declaration of Trust authorizes the Board of Trustees to establish the preferences and rights of any shares issued. The issuance of preferred shares could have the effect of delaying, making more difficult or preventing a change of control of the Company, even if a change in control were in the shareholder’s interest.

We have a poison pill. Under the shareholder rights plan, rights are issued along with each of the Trust’s Common Shares. Holders of these rights can purchase, under certain conditions, a portion of a preferred share of beneficial interest, or receive Common Shares, or common shares of an entity acquiring us, or other consideration, having a value equal to twice the exercise price of the right. The exercise price of the right is $200. This arrangement is often called a “poison pill.” Our poison pill could have the effect of delaying or preventing a change of control of the Company, even if a change in control were in the shareholders’ interest.

There are limitations on acquisition of and changes in control pursuant to, and fiduciary protections of The Board under Maryland law. The Maryland General Corporation Law (“MGCL”) contains provisions which are applicable to the Trust as if the Trust were a corporation. Among these provisions is a section, referred to as the “control share acquisition statute,” which eliminates the voting rights of shares acquired in quantities so as to constitute “control shares,” as defined under the MGCL. The MGCL also contains provisions applicable to us that are referred to as the “business combination statute,” which would generally limit business combinations between the Company and any 10% owners of the Trust’s shares or any affiliate thereof. Further, Maryland law provides broad discretion to the Board with respect to its fiduciary duties in considering a change in control of our Company, including that the Board

is subject to no greater level of scrutiny in considering a change in control transaction than with respect to any other act by the Board. Finally, the “unsolicited takeovers” provisions of the MGCL permit the Board, without shareholder approval and regardless of what is currently provided in our Declaration of Trust or By-Laws, to implement takeover defenses that our Company does not yet have, including: permitting only the Board to fix the size of the Board and permitting only the Board to fill a vacancy on the Board. All of these provisions may have the effect of inhibiting a third party from making an acquisition proposal for our Company or of delaying, deferring or preventing a change in control of the Company under circumstances that otherwise could provide the holders of Common Shares with the opportunity to realize a premium over the then current market price.

Various factors out of our control could hurt the market value of our publicly traded securities.

General market conditions could worsen. The value of our publicly traded securities depends on various market conditions, which may change from time to time. In addition to general economic and market conditions and our particular financial condition and performance, the value of our publicly traded securities could be affected by, among other things, the extent of institutional investor interest in us and the market’s opinion of REITs in general and, in particular, REITs that own and operate properties similar to ours.

The market value of the equity securities of a REIT may be based primarily upon the market’s perception of the REIT’s growth potential and its current and future cash distributions, and may be secondarily based upon the real estate market value of the underlying assets. The failure to meet the market’s expectations with regard to future earnings and cash distributions likely would adversely affect the market price of publicly traded securities.

Rising market interest rates could make an investment in publicly traded securities less attractive. If market interest rates increase, purchasers of publicly traded securities may demand a higher annual yield on the price they pay for their securities. This could adversely affect the market price of publicly traded securities.

Transactions by the Trust or the Operating Partnership could adversely affect debt holders.

Except with respect to several covenants limiting the incurrence of indebtedness and a covenant requiring the Operating Partnership to maintain a certain unencumbered total asset value, our indentures do not contain any additional provisions that would protect holders of the Operating Partnership’s debt securities in the event of (i) a highly leveraged transaction involving the Operating Partnership, (ii) a change of control, or (iii) certain reorganizations, restructurings, mergers or similar transactions involving the Operating Partnership or the Trust.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Properties in Operation, as of December 31, 2005, consisted of 426 industrial and 292 office properties. Single tenants completely occupy 239 Properties in Operation. These tenants generally require a reduced level of service in connection with the operation or maintenance of these properties. The remaining 479 of the Company’s Properties in Operation are multi-tenant properties for which the Company renders a range of building, operating and maintenance services.

As of December 31, 2005, the industrial Properties in Operation were 93.8% leased. The average building size for the industrial Properties in Operation is approximately 104,000 square feet. As of December 31, 2005, the office Properties in Operation were 88.7% leased. The average building size for the office Properties in Operation is approximately 69,000 square feet.

A complete listing of the Properties in Operation appears as Schedule III to the financial statements of the Company included in this report. The table below sets forth certain information on the Company’s Properties in Operation as of December 31, 2005 (in thousands, except percentages).


	Type		Net Rent (1)		Square Feet		% Leased
Delaware Valley	Industrial	-Distribution	$	12,488		1,887		97.4	%
		-Flex		28,374		2,948		93.6	%
	Office			109,106		7,867		92.1	%

	Total			149,968		12,702		93.2	%

Midwest	Industrial	-Distribution		56,030		14,869		97.0	%
		-Flex		41,456		5,503		92.3	%
	Office			52,712		4,446		69.0	%

	Total			150,198		24,818		94.7	%

Mid-Atlantic	Industrial	-Distribution		24,717		7,401		81.4	%
		-Flex		8,724		1,074		94.9	%
	Office			51,339		4,920		85.2	%

	Total			84,780		13,395		83.9	%

Florida	Industrial	-Distribution		16,219		4,029		98.2	%
		-Flex		22,346		3,021		92.9	%
	Office			29,271		2,613		86.4	%

	Total			67,836		9,663		93.3	%

United Kingdom	Industrial	-Distribution		—		—		—
		-Flex		—		—		—
	Office			668		35		77.4	%

	Total			668		35		77.4	%

Joint Ventures (2)	Industrial	-Distribution		12,319		3,223		99.8	%
		Flex		3,636		170		78.5	%
	Office			11,339		365		98.1	%

	Total			27,294		3,758		98.6	%

TOTAL	Industrial	-Distribution		121,773		31,409		93.8	%
		-Flex		104,536		12,716		93.8	%
	Office			254,435		20,246		88.7	%

	Total		$	480,744		64,371		92.2	%


(1)		Net rent represents the contractual rent per square foot times the tenant’s square feet leased at December 31, 2005 for tenants in occupancy. Net rent does not include the tenant’s obligation to pay property operating expenses and real estate taxes.

(2)		Joint Ventures represent the 42 properties owned by unconsolidated joint ventures.

The expiring square feet and annual net rent by year for the above Properties in Operation as of December 31, 2005 are as follows (in thousands except percentages):

Total Properties In Operation

Wholly Owned Properties:


	Industrial-
	Distribution					Industrial-Flex					Office					Total
	Square		Annual			Square		Annual			Square		Annual			Square		Annual
Year	Feet		Net Rent (1)			Feet		Net Rent (1)			Feet		Net Rent (1)			Feet		Net Rent (1)
2006		2,698	$	10,193			1,669	$	14,236			1,585	$	21,938			5,952	$	46,367
2007		3,787		16,617			2,104		19,051			2,215		30,932			8,106		66,600
2008		3,653		14,441			2,229		20,534			2,732		39,934			8,614		74,909
2009		3,692		17,296			1,646		15,333			2,842		43,846			8,180		76,475
2010		2,129		10,717			1,531		13,890			2,292		34,784			5,952		59,391
2011		1,647		8,207			603		6,880			1,523		24,088			3,773		39,175
Thereafter		8,634		47,483			2,006		21,568			4,421		77,949			15,061		147,000

Total		26,240	$	124,954			11,788	$	111,492			17,610	$	273,471			55,638	$	509,917

Total Square Feet		28,186					12,546					19,881					60,613

Percent of Total Annual Net Rent				24.5	%				21.9	%				53.6	%				100.0	%

Joint Venture Properties:


	Industrial-
	Distribution					Industrial-Flex					Office					Total
	Square		Annual			Square		Annual			Square		Annual			Square		Annual
Year	Feet		Net Rent (1)			Feet		Net Rent (1)			Feet		Net Rent (1)			Feet		Net Rent (1)
2006		525	$	1,469			15	$	400			5	$	150			545	$	2,019
2007		321		1,258			51		1,324			25		772			397		3,354
2008		663		3,138			9		268			30		951			702		4,357
2009		30		215			11		286			61		1,990			102		2,491
2010		36		183			20		655			65		2,237			121		3,075
2011		337		1,414			10		301			86		2,688			433		4,403
Thereafter		1,303		6,941			18		500			85		2,726			1,406		10,167

Total		3,215	$	14,618			134	$	3,734			357	$	11,514			3,706	$	29,866

Total Square Feet		3,223					170					365					3,758

Percent of Total Annual Net Rent				48.9	%				12.5	%				38.6	%				100.0	%


(1)		Annual net rent equals the contractual rent per square foot at the time of lease expiration for those tenants in occupancy at December 31, 2005 times the tenant’s square feet leased at December 31, 2005.

The table below highlights the Company’s top ten office tenants and the top ten industrial tenants as of December 31, 2005.


	Percentage				Percentage
Top 10 Office Tenants	of Net Rent			Top 10 Industrial Tenants	of Net Rent
The Vanguard Group, Inc		3.3	%	TJX Corp.		1.2	%
GlaxoSmithKline, LLC		2.0	%	Kellogg USA, Inc.		1.0	%
PPL Energy Plus, LLC		1.5	%	Wakefern Food Corp.		1.0	%
GMAC Mortgage Corporation		1.3	%	The Government of the United States of America		0.7	%
Sanofi Winthrop, Inc.		1.3	%	DSC Logistics		0.6	%
PNC Bank, National Association		1.1	%	LTD Commodities, Inc.		0.5	%
Express Scripts, Inc.		1.1	%	Menlo Logistics		0.5	%
Aetna Life Insurance Company		0.9	%	Whirlpool Corporation		0.5	%
Cendant Operations, Inc.		0.8	%	Nexus Distribution Corp.		0.5	%
Sungard Data Systems, Inc.		0.7	%	Dial Corporation		0.5	%

		14.0	%			7.0	%

ITEM 3. LEGAL PROCEEDINGS

The ownership of property and provision of services to the public entails an inherent risk of liability. Although the Company is engaged in litigation incidental to its business, there is no legal proceeding to which it is a party which, in the opinion of management, will materially adversely affect the results of the Company’s operations. The Company carries liability insurance against certain types of claims that management believes meets industry standards; however, there can be no assurance that any future legal proceedings (including any related judgments, settlements or costs) will not materially adversely affect the Company’s financial condition, liquidity, or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2005.

PART II

ITEM 5. MARKET FOR THE REGISTRANTS’ COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND RELATED ISSUER PURCHASES OF EQUITY SECURITIES

The Common Shares are traded on the New York Stock Exchange under the symbol “LRY.” There is no established public trading market for the Common Units. The following table sets forth, for the calendar quarters indicated, the high and low closing prices of the Common Shares on the New York Stock Exchange, and the dividends declared per Common Share for such calendar quarter.


					Dividends
					Declared Per
	High		Low		Common Share
2005
Fourth Quarter	$	43.98	$	39.15	$	0.615
Third Quarter		45.80		40.80		0.615
Second Quarter		44.77		38.19		0.61
First Quarter		43.09		38.77		0.61
2004
Fourth Quarter	$	43.20	$	39.83	$	0.61
Third Quarter		41.72		38.31		0.61
Second Quarter		45.35		35.05		0.605
First Quarter		45.47		36.82		0.605

As of March 9, 2006, the Common Shares were held by 1,276 holders of record. Since its initial public offering, the Company has paid regular and uninterrupted quarterly dividends.

Although the Company currently anticipates that comparable cash dividends will continue to be paid in the future, the payment of future dividends by the Company will be at the discretion of the Board of Trustees and will depend on numerous factors including the Company’s cash flow, its financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as the Board of Trustees deems relevant.

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth Selected Financial Data for Liberty Property Trust and Liberty Property Limited Partnership as of and for the years ended December 31, 2005, 2004, 2003, 2002 and 2001. The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto appearing elsewhere in this report. Certain amounts from prior years have been reclassified to conform to current-year presentation.


	Year Ended December 31,
Operating Data
In thousands, except per share data	2005		2004		2003		2002		2001
Total operating revenue	$	680,730	$	628,327	$	593,886	$	561,578	$	541,941
Income from continuing operations	$	213,838	$	145,539	$	143,375	$	143,052	$	154,596
Income available to common shareholders	$	249,351	$	161,443	$	163,610	$	150,237	$	155,537

Basic:
Income from continuing operations	$	2.46	$	1.72	$	1.82	$	1.75	$	2.02
Income from discontinued operations	$	0.41	$	0.19	$	0.26	$	0.25	$	0.17
Income per common share — basic	$	2.87	$	1.91	$	2.08	$	2.00	$	2.19
Diluted:
Income from continuing operations	$	2.42	$	1.70	$	1.80	$	1.73	$	1.99
Income from discontinued operations	$	0.40	$	0.18	$	0.25	$	0.24	$	0.16
Income per common share — diluted	$	2.82	$	1.88	$	2.05	$	1.97	$	2.15

Distributions paid per common share	$	2.445	$	2.425	$	2.405	$	2.37	$	2.30
Distributions paid per preferred share	$	—	$	—	$	—	$	1.82	$	2.20
Weighted average number of shares outstanding — basic(1)		86,986		84,534		78,575		75,041		71,184
Weighted average number of shares outstanding — diluted (2)		88,376		86,024		79,868		76,272		73,580


Balance Sheet Data	December 31,
In thousands	2005		2004		2003		2002		2001
Net real estate	$	4,095,202	$	3,798,763	$	3,544,234	$	3,374,491	$	3,227,135
Total assets		4,497,529		4,162,827		3,832,553		3,625,099		3,552,825
Total indebtedness		2,249,178		2,133,171		1,885,866		1,866,187		1,753,131
Shareholders’ equity		1,709,182		1,596,259		1,544,897		1,354,431		1,419,321


Other Data	Year Ended December 31,
Dollars in thousands	2005			2004			2003			2002			2001
Cash provided by operating activities	$	359,697		$	293,336		$	263,811		$	288,243		$	303,846
Cash used in investing activities		(286,633	)		(373,975	)		(195,133	)		(165,604	)		(233,856	)
Cash (used in) provided by financing activities		(38,418	)		89,618			(58,111	)		(131,818	)		(55,747	)
Funds from operations available to common shareholders (3)		293,973			291,144			280,921			260,750			262,782
Total leaseable square footage of properties at end of period (in thousands) (4)		64,371			61,655			57,149			54,166			49,771
Number of properties at end of period (4)		718			723			702			680			645
Percentage leased at end of period (4)		92	%		92	%		92	%		91	%		94	%


(1)		Basic weighted average number of shares includes only vested Common Shares outstanding during the year.

(2)		Diluted weighted average number of shares outstanding includes the vested and unvested Common Shares outstanding during the year as well as the dilutive effect of outstanding options for the year ended December 31, 2005, 2004, 2003 and 2002. For the year ended December 31, 2001 such number includes the dilutive effect of outstanding options and the dilutive effect of Convertible Debentures (the “Convertible Debentures”). The Convertible Debentures matured in July 2001.

(3)		The National Association of Real Estate Investment Trusts (“NAREIT”) has issued a standard definition for Funds from operations (as defined below). The Securities and Exchange Commission has agreed to the disclosure of this non-GAAP financial measure on a per share basis in its Release No. 34-47226, Conditions for Use of Non-GAAP Financial Measures. The Company believes that the calculation of Funds from operations is helpful to investors and management as it is a measure of the Company’s operating performance that excludes depreciation and amortization and gains and losses from property dispositions. As a result, year over year comparison of Funds from operations reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs, providing perspective not immediately apparent from net income. In addition, management believes that Funds from operations provides useful information to the investment community about the Company’s financial performance when compared to other REITs since Funds from operations is generally recognized as the standard for reporting the operating performance of a REIT. Funds from operations available to common shareholders is defined by NAREIT as net income (computed in accordance with

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The Company has an ownership interest in and operates 426 industrial and 292 office properties located primarily in the Mid-Atlantic, Southeastern and Midwestern United States and the United Kingdom (the “Properties in Operation”) totaling 64.4 million square feet. In addition, as of December 31, 2005, the Company has 29 properties under development (the “Properties under Development” and, collectively with the Properties in Operation the “Properties”) and owns 1,410 acres of land, substantially all of which is zoned for commercial use. Included within the Properties and land above are 32 industrial and 10 office properties comprising 3.8 million square feet and 268 acres of developable land owned by unconsolidated joint ventures.

The Company focuses on creating value for shareholders and increasing profitability and cash flow. With respect to its Properties in Operation, the Company endeavors to maintain high occupancy levels while increasing rental rates. The Company pursues development opportunities that it believes will create value and yield acceptable returns. The Company also acquires properties that it believes will create long-term value, and disposes of Properties that no longer fit within the Company’s strategic objectives or in situations where it can optimize cash proceeds. The Company’s operating results depend primarily upon income from rental operations and are substantially influenced by rental demand for the Properties in Operation.

In 2005, the Company continued to experience the effects of the generally slow real estate economy that has persisted since 2002. This economy has presented a particularly difficult real estate market for landlords. These circumstances impacted many aspects of the Company’s business.

Revenue from the Properties in Operation, which represents over 95% of the Company’s revenue, was subjected in many of its markets to market conditions characterized by an oversupply of leaseable space and soft demand. These conditions resulted in downward pressure on rental rates and upward pressure on lease transaction costs. In the face of these conditions, the Company successfully leased 14.5 million square feet during the year ended December 31, 2005 and attained occupancy of 92.2% as of that date. The Company believes that these trends for the Properties in Operation (i.e., oversupply of leaseable space, downward pressure on rents, upward pressure on transaction costs and rent concessions), which have persisted since 2002, will continue in the aggregate in 2006, notwithstanding improvements in some markets. Although rental rates in certain markets are starting to stabilize and the Company expects that there will be selected increases in rents on renewal or replacement leases, the Company believes that rents on renewal or replacement leases for 2006 generally will be less than rents on expiring leases.

Conditions in 2005 for the acquisition of properties were very competitive. The Company, however, acquired 23 buildings representing 3.7 million square feet and a Total Investment of $300.1 million. These acquisitions generally served to increase the Company’s presence or balance its product mix in markets the Company believes to have significant potential. For 2006, the Company believes that property acquisitions will be in the $250 to $325 million range and, similar to 2005, many of the acquired properties will be either vacant or underleased. The Company believes there is less competition for such properties, consequently they are more attractively priced and will positively contribute to earnings upon lease up and stabilization.

Dispositions of Properties that no longer fit within the Company’s strategic objectives or in situations where it can optimize cash proceeds continued in 2005. During 2005, the Company realized proceeds of $203.9 million from the sale of 36 operating properties representing 2.4 million square feet and 107 acres of land. The Company also sold 15 Properties in Operation in the United Kingdom, totaling 535,000 square feet to an unconsolidated joint venture in which the Company retained a 20% interest for $219.9 million. In addition, during the year ended December 31, 2005, an unconsolidated joint venture in which the Company has a 25% interest, sold three properties representing 397,000 square feet for proceeds to the joint venture of $21.1 million. The Company anticipates that dispositions will be in the $325 to $375 million range in 2006.

The Company periodically enters into joint venture relationships in connection with the execution of its real estate operating strategy. The Company is presently pursuing certain joint venture opportunities.

In 2005, the Company continued to pursue development opportunities. During the year ended December 31, 2005, the Company brought into service 11 development properties representing 1.8 million square feet and a Total Investment of $126.2 million and initiated $799.9 million in real estate development. One of the development properties that was initiated was the Comcast Center, which is a 1.25 million square feet office tower projected to cost $459.6 million. As of December 31, 2005, the total projected cost of the development properties is expected to be $815.5 million. The Company believes that in 2006, it will continue to pursue development opportunities and that in 2006 it will bring into service from its development pipeline approximately $175 million of investment in operating real estate.

Forward-Looking Statements

When used throughout this report, the words “believes,” “anticipates,” “hopes” and “expects” and similar expressions are intended to identify forward-looking statements. Such statements indicate that assumptions have been used that are subject to a number of risks and uncertainties which could cause actual financial results or management plans and objectives to differ materially from those projected or expressed herein, including: the effect of national and regional economic conditions; rental demand; the Company’s ability to identify and secure additional properties and sites that meet its criteria for acquisition or development; the availability and cost of capital; the effect of prevailing market interest rates; and other risks described from time to time in the Company’s filings with the SEC. Given these uncertainties, readers are cautioned not to place undue reliance on such statements.

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires the Company to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The Company bases these estimates, judgments and assumptions on historical experience and on other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

The Company believes the following critical policies affect its more significant estimates and assumptions used in the preparation of its consolidated financial statements.

Capitalized Costs

Expenditures directly related to the acquisition, or improvement of real estate, including interest and other costs capitalized on development projects and land being readied for development, are included in net real estate and are stated at cost. The Company considers a development property substantially complete upon the completion of tenant build-out, but no later than one year from the completion of major construction activity. The capitalized costs include pre-construction costs essential to the development of the property, construction costs, interest costs, real estate taxes, development related salaries and other costs incurred during the period of development. Capitalized development related salaries and benefits, excluding costs relating to the Comcast Center, historically represent approximately 1-2% of the cost of developed properties brought into service. Capitalization of development related salaries and benefits for the Comcast Center are less that 1% of the cost of the project. The determination to capitalize rather than expense costs requires the Company to evaluate the status of the development activity. Capitalized interest for the years ended December 31, 2005, 2004 and 2003 was $17.7 million, $13.2 million and $10.9 million, respectively.

Revenue Recognition

Rental revenue is recognized on a straight line basis over the terms of the respective leases. Deferred rent receivable represents the amount by which straight line rental revenue exceeds rents currently billed in accordance with the lease agreements. Above-market and below-market lease values for acquired properties are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease. The capitalized above or below-market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases.

Allowance for Doubtful Accounts

The Company monitors the liquidity and creditworthiness of its tenants on an on-going basis. Based on these reviews, provisions are established, and an allowance for doubtful accounts for estimated losses resulting from the inability of its tenants to make required rental payments is maintained. As of December 31, 2005 and 2004, the Company’s allowance for doubtful accounts totaled $6.7 million and $6.0 million, respectively. The Company’s bad debt

expense was $2.6 million, $2.4 million and $1.8 million for the years ended December 31, 2005, 2004 and 2003, respectively.

Impairment of Real Estate

The Company evaluates its real estate investments and investments in unconsolidated joint ventures upon occurrence of significant adverse changes in operations to assess whether any impairment indicators are present that affect the recovery of the recorded value. If any real estate investment is considered impaired, the carrying value of the property is written down to its estimated fair value. During the years ended December 31, 2005 and 2004, the Company recognized impairment losses of $5.3 million and $1.4 million, respectively. The 2005 impairment loss was primarily related to a 615,000 square feet portfolio of operating properties in the Midwest region. A portion of these properties equaling 295,000 square feet were sold prior to December 31, 2005. The 2004 impairment loss of $1.4 million was on a parcel of land in the Midwest region. The determination of whether impairment exists requires the Company to make estimates, judgments and assumptions about the future utility of the assets. The Company has evaluated each of its Properties and land held for development and investments in unconsolidated joint ventures and has determined that there are no additional valuation adjustments that need to be made at December 31, 2005.

Intangibles

In accordance with the Financial Accounting Standards Board (“FASB”) Statement of Financial Standards (“SFAS”) No. 141, “Business Combinations,” the Company allocates the purchase price of real estate acquired to land, building and improvements and intangibles based on the relative fair value of each component. The value ascribed to in-place leases is based on the rental rates for the existing leases compared to the Company’s estimate of the fair market lease rates for leases of similar terms and present valuing the difference based on an interest rate which reflects the risks associated with the leases acquired. Origination values are also assigned to in-place leases, and, where appropriate, value is assigned to customer relationships. Origination cost estimates include the costs to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. Additionally, the Company estimates carrying costs during the expected lease-up periods including real estate taxes, other operating expenses and lost rentals at contractual rates. The Company depreciates the amounts allocated to building and improvements over 40 years and the amounts allocated to intangible assets relating to in-place leases, which are included in deferred financing and leasing costs in the accompanying balance sheets, over the remaining term of the related leases. In the event that a tenant terminates its lease, the unamortized portion of the intangible is charged to expense.

Results of Operations

The following discussion is based on the consolidated financial statements of the Company. It compares the results of operations of the Company for the year ended December 31, 2005 with the results of operations of the Company for the year ended December 31, 2004, and the results of operations of the Company for the year ended December 31, 2004 with the results of operations of the Company for the year ended December 31, 2003. As a result of the varying level of development, acquisition and disposition activities by the Company in 2005 and 2004, the overall operating results of the Company during such periods are not directly comparable. However, certain data, including the Same Store comparison, do lend themselves to direct comparison.

This information should be read in conjunction with the accompanying consolidated financial statements and notes included elsewhere in this report.

Comparison of Year Ended December 31, 2005 to Year Ended December 31, 2004.

Overview

The Company’s average gross investment in operating real estate owned (including assets held for sale) for the year ended December 31, 2005 increased to $4,335.5 million from $4,064.2 million for the year ended December 31, 2004. This increase resulted from the increased investment in real estate acquired or developed, partially offset by property dispositions. This increased investment in operating real estate resulted in increases in rental revenue, rental property operating expenses and real estate taxes, and depreciation and amortization expense.

Total operating revenue increased to $680.7 million for the year ended December 31, 2005 from $628.3 million for the year ended December 31, 2004. This $52.4 million increase was primarily due to the net increase in investment in real estate. Contributing to this increase was an increase in “Termination Fees,” which totaled $16.6 million for the year ended December 31, 2005 as compared to $10.9 million for the same period in 2004. “Termination Fees” are fees that the Company has agreed to accept in consideration for permitting certain tenants to terminate their leases prior to the contractual expiration date. Termination Fees are included in rental revenue.

Segments

The Company evaluates the performance of the Properties in Operation by reportable segment (see Note 13 to the Company’s financial statements). The following table identifies changes in reportable segments (dollars in thousands):

Property level operating income:


	Year Ended				% Increase
	December 31, 2005		December 31, 2004		(Decrease)

Delaware Valley
– SE Pennsylvania	$	137,802	$	131,369		4.9	%
– Other		24,910		22,027		13.1	%(1)
Midwest
– Lehigh Valley		66,000		54,930		20.2	%(2)
– Other		75,047		71,234		5.4	%
Mid-Atlantic		83,432		81,608		2.2	%
Florida		65,186		59,779		9.0	%(3)
United Kingdom		16,650		16,566		0.5	%


Total property level operating income (4)	$	469,027	$	437,513		7.2	%


(1)		The increase for the year ended December 31, 2005 versus the year ended December 31, 2004 is primarily due to the delivery of $30.0 million of completed development during 2004. Completed development in 2004 contributed to property level income for a partial period in 2004 as compared to a full year in 2005.

(2)		The increase for the year ended December 31, 2005 versus the year ended December 31, 2004 is primarily due to the delivery of $85.7 million in completed development and property acquisitions of $121.1 million during 2004 and 2005. Acquisitions and completed development in 2004 contributed to property level operating income for a partial period in 2004 as compared to a full year in 2005.

(3)		The increase for the year ended December 31, 2005 versus the year ended December 31, 2004 is primarily due to the delivery of $31.7 million in completed development and property acquisitions of $86.0 million during 2004 and 2005. Acquisitions and completed development in 2004 contributed to property level operating income for a partial period in 2004 as compared to a full year in 2005.

(4)		See a reconciliation of property level operating income to net income in the Same Store comparison below.

Same Store

Property level operating income, exclusive of Termination Fees, for the Same Store properties decreased to $397.7 million for the year ended December 31, 2005 from $402.6 million for the year ended December 31, 2004, on a straight line basis (which recognizes rental revenue evenly over the life of the lease), and decreased to $391.7 million for the year ended December 31, 2005 from $392.6 million for the year ended December 31, 2004 on a cash basis. These decreases of 1.2% and 0.3%, respectively, are primarily due to a decrease in the occupancy of the office properties, which is the higher rent paying portion of the portfolio.

Management generally considers the performance of the Same Store properties to be a useful financial performance measure because the results are directly comparable from period to period. Management further believes that the performance comparison should exclude Termination Fees since they are more event specific and are not representative of ordinary performance results. In addition, Same Store property level operating income exclusive of Termination Fees is considered, by management, to be a more reliable indicator of the portfolio’s baseline performance. The Same Store properties consist of the 611 properties totaling 50.0 million square feet owned since January 1, 2004.

Set forth below is a schedule comparing the property level operating income, on a straight line basis and on a cash basis, for the Same Store properties for the years ended December 31, 2005 and 2004. Same Store property level income is a non-GAAP measure and does not represent income before property dispositions, income taxes and minority interest because it does not reflect the consolidated operations of the Company. Investors should review Same Store results, along with Funds from operations (see Liquidity and Capital Resources section), GAAP net income and cash flow from operating activities, investing activities and financing activities when considering the Company’s operating performance. Also, set forth below is a reconciliation of Same Store property level operating income to net income.


	Year Ended December 31,
	2005			2004
	(in thousands)
Same Store:
Rental revenue	$	411,465		$	416,292


Operating expenses:
Rental property expense		130,713			122,963
Real estate taxes		62,000			60,826
Operating expense recovery		(178,953	)		(170,126	)

Unrecovered operating expenses		13,760			13,663

Property level operating income		397,705			402,629
Less straight line rent		6,046			9,986

Cash basis property level operating income	$	391,659		$	392,643


Reconciliation of non-GAAP financial measure:
Property level operating income — same store	$	397,705		$	402,629
Property level operating income — properties purchased or developed subsequent to January 1, 2004		54,677			24,007
Termination fees		16,645			10,877

Total property level operating income		469,027			437,513
General and administrative expense		(38,138	)		(33,759	)
Depreciation and amortization expense		(146,526	)		(129,298	)
Other income (expense)		(120,995	)		(109,340	)
Gain on property dispositions		84,295			496
Income taxes		(14,827	)		(1,820	)
Minority interest		(21,538	)		(17,478	)
Equity in earnings (loss) of unconsolidated joint ventures		2,540			(775	)
Discontinued operations, net of minority interest		35,513			15,904

Net income	$	249,351		$	161,443

General and Administrative

General and administrative expenses increased to $38.1 million for the year ended December 31, 2005 from $33.8 million for the year ended December 31, 2004. These increases were primarily due to increases in salaries and increases in personnel consistent with the increase in the size of the Company. The increase in general and administrative expenses was also due to the expensing of stock options and related long term incentive compensation and increased costs relating to compliance with the requirements of the Sarbanes-Oxley legislation and related regulatory requirements.

Depreciation and Amortization

Depreciation and amortization increased to $146.5 million for the year ended December 31, 2005 from $129.3 million for the year ended December 31, 2004. The increase was primarily due to the increase in gross investment in operating real estate during the respective periods and particularly the increased investment in leasing costs, which are amortized over a relatively shorter period than buildings and improvements.

Interest Expense

Interest expense increased to $129.6 million for the year ended December 31, 2005 from $116.6 million for the year ended December 31, 2004. This increase was due to an increase in the average debt outstanding for the respective periods, which was $2,241.1 million in 2005 and $1,990.3 million in 2004. The effect of the increases in the average debt outstanding was offset by decreases in the weighted average interest rates for the periods, to 6.58% in 2005 from 6.70% in 2004.

Other

Costs directly related to the development of rental properties and land being readied for development are capitalized. Capitalized development costs include interest, development related salaries, property taxes, insurance and other directly identifiable costs during the period of development. Capitalized interest for the year ended December 31, 2005 was $17.7 million as compared to $13.2 million for the year ended December 31, 2004. Capitalized development related salaries and benefits, excluding costs relating to the Comcast Center, historically represent

approximately 1-2% of the cost of developed properties brought into service. Capitalized development related salaries and benefits for the Comcast Center are less than 1% of the cost of the project.

Gain on property dispositions and income taxes increased to $84.3 million and $14.8 million, respectively for the year ended December 31, 2005 from $0.5 million and $1.8 million, respectively for the year ended December 31, 2004. These increases are due to the $89.6 million gain realized on the sale of the United Kingdom Properties in Operation to the Kings Hill Unit Trust joint venture and resultant $14.5 million tax on this gain.

Income from discontinued operations increased to $35.5 million from $15.9 million for the year ended December 31, 2005 compared to the year ended December 31, 2004. The increase is due to the increase in the gains realized on property dispositions, which were primarily due to the increase in dispositions activity for 2005 compared to 2004. For the year ended December 31, 2005, there was $37.9 million in net gains on $200.9 million in dispositions and for the year ended December 31, 2004, there was $59.6 million in dispositions resulting in $11.6 million in net gains.

As a result of the foregoing, the Company’s net income increased to $249.4 million for the year ended December 31, 2005 from $161.4 million for the year ended December 31, 2004.

Comparison of Year Ended December 31, 2004 to Year Ended December 31, 2003.

Overview

The Company’s average gross investment in operating real estate owned (including assets held for sale) for the year ended December 31, 2004 increased to $4,064.2 million from $3,733.2 million for the year ended December 31, 2003. This increase resulted from the increased investment in real estate acquired or developed, partially offset by Property dispositions. This increased investment in operating real estate resulted in increases in rental revenue, rental property operating expenses and real estate taxes, and depreciation and amortization expense.

Total operating revenue increased to $628.3 million for the year ended December 31, 2004 from $593.9 million for the year ended December 31, 2003. This $34.4 million increase was primarily due to the net increase in investment in real estate as discussed above. Partially offsetting this increase was a decrease in Termination Fees which totaled $10.9 million for the year ended December 31, 2004 as compared to $14.1 million for the same period in 2003. Termination Fees are included in rental revenue.

Segments

Property level operating income:


	Year Ended				% Increase
	December 31, 2004		December 31, 2003		(Decrease)
Delaware Valley
– SE Pennsylvania	$	131,369	$	131,160		0.2	%
– Other		22,027		21,847		0.8	%
Midwest
– Lehigh Valley		54,930		50,607		8.5	%(1)
– Other		71,234		71,739		(0.7	%)
Mid-Atlantic		81,608		74,457		9.6	%(2)
Florida		59,779		57,710		3.6	%
United Kingdom		16,566		10,127		63.6	%(3)

Total property level operating income (4)	$	437,513	$	417,647		4.8	%


(1)		The increase for the year ended December 31, 2004 versus the year ended December 31, 2003 is primarily due to the delivery of $99.2 million in completed development during 2003 and 2004 and property acquisitions of $71.8 million in 2004. Acquisitions and completed development in 2003 contributed to property level operating income for a partial period in 2003 as compared to a full year in 2004.

(2)		The increase for the year ended December 31, 2004 versus the year ended December 31, 2003 is due to $131.9 million in property acquisitions that were made during 2003 and 2004. Acquisitions in 2003 contributed to property level operating income for a partial period in 2003 as compared to a full year in 2004.

(3)		The increase for the year ended December 31, 2004 versus the year ended December 31, 2003 is primarily due to the purchase of six properties equalling approximately 210,000 square feet on July 1, 2003.

(4)		See a reconciliation of property level operating income to net income in the Same Store comparison below.

Same Store

Property level operating income, exclusive of Termination Fees, for the “Prior Year Same Store” (as defined below) properties decreased to $399.8 million for the year ended December 31, 2004 from $404.6 million for the year ended December 31, 2003, on a straight line basis and decreased to $391.1 million for the year ended December 31, 2004 from $395.6 million for the year ended December 31, 2003 on a cash basis. These decreases of 1.2% and 1.1%, respectively, were primarily due to decreases in rental rates. At December 31, 2004, the occupancy of the Prior Year Same Store portfolio was 93.2% as compared to 92.4% at December 31, 2003.

Management generally considers the performance of the Prior Year Same Store properties to be a useful financial performance measure because the results are directly comparable from period to period. Management further believes that the performance comparison should exclude Termination Fees since they are more event specific and are not representative of ordinary performance results. In addition, Prior Year Same Store property level operating income exclusive of Termination Fees is considered, by management, to be a more reliable indicator of the portfolio’s baseline performance. The Prior Year Same Store properties consist of the 631 properties totaling 49.7 million square feet owned since January 1, 2003.

Set forth below is a schedule comparing the property level operating income, on a straight line basis and on a cash basis, for the Prior Year Same Store properties for the years ended December 31, 2004 and 2003. Prior Year Same Store property level income is a non-GAAP measure and does not represent income before property dispositions, income taxes and minority interest because it does not reflect the consolidated operations of the Company. Investors should review Prior Year Same Store results, along with Funds from operations (see Liquidity and Capital Resources section), GAAP net income and cash flow from operating activities, investing activities and financing activities when considering the Company’s operating performance. Also, set forth below is a reconciliation of Prior Year Same Store property level operating income to net income.


	Year Ended December 31,
	2004			2003
	(in thousands)
Prior Year Same Store:
Rental revenue	$	413,299		$	414,743


Operating expenses:
Rental property expense		123,778			118,628
Real estate taxes		59,657			58,898
Operating expense recovery		(169,914	)		(167,387	)


Unrecovered operating expenses		13,521			10,139


Property level operating income		399,778			404,604
Less straight line rent		8,724			9,037


Cash basis property level operating income	$	391,054		$	395,567


Reconciliation of non-GAAP financial measure:
Property level operating income — prior year same store	$	399,778		$	404,604
Property level operating income — properties purchased or developed subsequent to January 1, 2003		26,858			(1,035	)
Termination fees		10,877			14,078


Total property level operating income		437,513			417,647
General and administrative expense		(33,759	)		(28,316	)
Depreciation and amortization expense		(129,298	)		(116,557	)
Other income (expense)		(109,340	)		(109,469	)
Gain on property dispositions		496			447
Income taxes		(1,820	)		(2,326	)
Minority interest		(17,478	)		(19,795	)
Equity in (loss) earnings of unconsolidated joint ventures		(775	)		1,744
Discontinued operations, net of minority interest		15,904			20,235


Net income	$	161,443		$	163,610

General and Administrative

General and administrative expenses increased to $33.8 million for the year ended December 31, 2004 from $28.3 million for the year ended December 31, 2003. These increases were primarily due to increases in salaries and increases in personnel consistent with the increase in the number of properties and the size of the Company. The

increase in general and administrative expenses was also due to the expensing of stock options and related long term incentive compensation, an increase in cancelled project costs and increased costs relating to compliance with the requirements of the Sarbanes-Oxley legislation and related regulatory requirements.

Depreciation and Amortization

Depreciation and amortization increased to $129.3 million for the year ended December 31, 2004 from $116.6 million for the year ended December 31, 2003. The increase is primarily due to the increase in gross investment in operating real estate during the respective periods and particularly the increased investment in leasing costs, which are amortized over a relatively shorter period than buildings and improvements.

Interest Expense

Interest expense decreased to $116.6 million for the year ended December 31, 2004 from $117.8 million for the year ended December 31, 2003. This decrease is due to a decrease in the weighted average interest rates for the periods, to 6.70% in 2004 from 6.93% in 2003. Partially offsetting this decrease was an increase in interest expense relating to the increase in the average debt outstanding for the respective periods, which was $1,990.3 million in 2004 and $1,881.5 million in 2003.

Other

Costs directly related to the development of rental properties and land being readied for development are capitalized. Capitalized development costs include interest, development-related salaries, property taxes, insurance and other directly identifiable costs during the period of development. Capitalized interest for the year ended December 31, 2004 was $13.2 million as compared to $10.9 million for the year ended December 31, 2003. Capitalized development salaries and benefits historically represent approximately 1-2% of the cost of developed properties brought into service.

Income from discontinued operations decreased to $15.9 million from $20.2 million for the year ended December 31, 2004 compared to the year ended December 31, 2003. The decrease is due to a decrease in the period of time the properties were owned during the respective periods.

As a result of the foregoing, the Company’s net income decreased to $161.4 million for the year ended December 31, 2004 from $163.6 million for the year ended December 31, 2003.

Liquidity and Capital Resources

As of December 31, 2005, the Company had cash and cash equivalents of $90.7 million, including $29.1 million in restricted cash.

Net cash flow provided by operating activities increased to $359.7 million for the year ended December 31, 2005 from $293.3 million for the year ended December 31, 2004. This $66.4 million increase was due to fluctuations in operating assets and liabilities during the respective periods. The cash flow from the operating properties was relatively unchanged between 2005 and 2004. The $34.1 million increase in other liabilities is due to the income tax payable on the sale of the United Kingdom properties and increases in construction related accruals. Net cash flow provided by operations is the primary source of liquidity to fund distributions to shareholders and for the recurring capital expenditures and leasing transaction costs for the Company’s Properties in Operation.

Net cash used in investing activities decreased to $286.6 million for the year ended December 31, 2005 from $374.0 million for the year ended December 31, 2004. This $87.4 million decrease was primarily due to increased disposition activity for 2005 compared to 2004 partially offset by an increased investment in properties and an increased investment in development in progress.

Net cash used in financing activities was $38.4 million for the year ended December 31, 2005 compared to net cash provided by financing activities of $89.6 million for the year ended December 31, 2004. This $128.0 million change was due to an increase in repayment of mortgage loans and net repayments under the credit facility for 2005 compared to 2004 partially offset by an increase in net proceeds from the issuance of preferred units and an increase in unsecured note borrowings during 2005 compared to 2004. Net cash provided by or used in financing activities includes proceeds from the issuance of equity and debt, net of debt repayments and shareholder distributions, and the redemption of preferred shares. Cash provided by financing activities is a source of capital utilized by the Company to fund investment activities.

The Company funds its development and acquisitions with long-term capital sources including proceeds from the disposition of Properties. For the year ended December 31, 2003, these activities were funded through a $350 million

Credit Facility (the “$350 million Credit Facility”). In December 2004, the borrowing capacity of the $350 million Credit Facility was increased to $450 million (the “$450 million Credit Facility”). In December 2005, the Company obtained a new $600 million unsecured revolving credit facility (the “$600 million Credit Facility”). The interest rate on borrowings under the credit facilities fluctuate based upon ratings from Moody’s Investors Service, Inc. (“Moody’s”), Standard and Poor’s Ratings Group (“S&P”) and Fitch, Inc. (“Fitch”). The current ratings for the Company’s senior unsecured debt are Baa2, BBB and BBB from Moody’s, S&P and Fitch, respectively. At these ratings, the interest rate for borrowings under the $600 million Credit Facility is 65 basis points over LIBOR. The $600 million Credit Facility contains an accordion feature whereby the Company may borrow an additional $200 million. The $600 million Credit Facility expires in January 2010, and has a one year extension option.

The Company uses debt financing to lower its overall cost of capital in an attempt to increase the return to shareholders. The Company staggers its debt maturities and maintains debt levels it considers to be prudent. In determining its debt levels, the Company considers various financial measures including the debt to gross assets ratio and the earnings to fixed charge coverage ratio. As of December 31, 2005 the Company’s debt to gross assets ratio was 42.9%, and for the year ended December 31, 2005, the earnings to fixed charge coverage ratio was 2.6x. Debt to gross assets equals total long-term debt and borrowings under the $600 million Credit Facility divided by total assets plus accumulated depreciation. Earnings to fixed charges equals income from continuing operations before property dispositions and minority interest, including operating activity from discontinued operations, plus interest expense and depreciation and amortization, divided by interest expense, including capitalized interest, plus distributions on preferred units.

As of December 31, 2005, $238.7 million in mortgage loans and $1,755.0 million in unsecured notes were outstanding with a weighted average interest rate of 6.8%. The interest rates on $1,978.5 million of mortgage loans and unsecured notes are fixed and range from 4.6% to 8.8%. Interest rates on $15.2 million of mortgage loans float with the base rate of the respective lending bank or LIBOR. The weighted average remaining term for the mortgage loans and unsecured notes is 6.0 years.

In 2006, $40.9 million in mortgage loans with various interest rates and $100 million in unsecured notes will mature. The Company anticipates that it will refinance or retire these maturities through its available sources of capital.

The Company’s contractual obligations, as of December 31, 2005, are as follows (in thousands):


	Payments Due By Period
			Less than 1						More than
Contractual Obligations	Total		year		1-3 years		3-5 years		5 years
Long-term debt (1)	$	2,945,782	$	280,341	$	393,373	$	943,125	$	1,328,943
Capital lease obligations		5,819		162		336		630		4,691
Operating lease obligations		11,382		618		1,044		634		9,086
Share of mortgage debt of unconsolidated joint ventures		52,145		—		—		52,145		—
Property development commitments		490,578		54,747		435,831		—		—
Joint venture capital commitments		2,464		1,509		955		—		—
Letter of credit		1,343		1,343		—		—		—
Purchase obligations (2)		54,250		54,250		—		—		—
Master lease obligation		2,727		1,318		1,409		—		—

Total	$	3,566,490	$	394,288	$	832,948	$	996,534	$	1,342,720


(1)		Includes principal and interest payments. Interest payments assume current credit facility borrowings and interest rates remain at the December 31, 2005 level until maturity.

(2)		Purchase obligations include obligations to acquire property.

General

The Company believes that its existing sources of capital will provide sufficient funds to finance its continued development and acquisition activities. The Company’s existing sources of capital include the public debt and equity markets, proceeds from Property dispositions, equity capital from joint venture partners and net cash provided from operating activities. Additionally, the Company expects to incur variable rate debt, including borrowings under the $600 million Credit Facility from time to time.

In August 2004, the Company issued $200 million of ten year 5.65% senior unsecured notes. The proceeds from this issuance were used to repay $100 million of 7.1% senior unsecured notes which matured on August 15, 2004, pay

down outstanding borrowings under the Company’s $350 million Credit Facility, acquire properties and for general corporate purposes.

In February 2005, the Company issued $300 million principal amount of 5.125% senior unsecured notes due 2015. The aggregate net proceeds from such issuance was $296.4 million. The Company used the aggregate net proceeds to pay down outstanding borrowings under the $450 million Credit Facility and for general corporate purposes.

In June 2005, the Company redeemed for $20 million its outstanding 9.125% Series C Cumulative Redeemable Preferred Units and issued $20 million of 7.0% Series E Cumulative Redeemable Preferred Units.

During 2005, the Company raised a total of $50 million through private placements of 6.65% Series F Cumulative Redeemable Preferred Units. The proceeds from these offerings were used to pay down outstanding borrowings under the Company’s unsecured credit facility and for general corporate purposes.

In September 2005, the quarterly Common Share dividend was increased to $0.615 per share from $0.61 per share. The Company’s annual Common Share dividend paid was $2.445 per share, $2.425 per share, and $2.405 per share in 2005, 2004, and 2003, respectively. In 2005, the Company’s dividend payout ratio was approximately 76% of Funds from operations (as defined below).

The Company has an effective S-3 shelf registration statement on file with the SEC (the “Shelf Registration Statement”). As of March 9, 2006, pursuant to the Shelf Registration Statement, the Trust had the capacity to issue up to $586.1 million in equity securities and the Operating Partnership had the capacity to issue up to $806.2 million in debt securities.

Off-Balance Sheet Arrangements

As of December 31, 2005, the Company had investments in unconsolidated joint ventures totaling $33.5 million.

Calculation of Funds from Operations

The National Association of Real Estate Investment Trusts (“NAREIT”) has issued a standard definition for Funds from operations (as defined below). The SEC has agreed to the disclosure of this non-GAAP financial measure on a per share basis in its Release No. 34-47226, Conditions for Use of Non-GAAP Financial Measures. The Company believes that the calculation of Funds from operations is helpful to investors and management as it is a measure of the Company’s operating performance that excludes depreciation and amortization and gains and losses from property dispositions. As a result, year over year comparison of Funds from operations reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs, providing perspective not immediately apparent from net income. In addition, management believes that Funds from operations provides useful information to the investment community about the Company’s financial performance when compared to other REITs since Funds from operations is generally recognized as the standard for reporting the operating performance of a REIT. Funds from operations available to common shareholders is defined by NAREIT as net income (computed in accordance with generally accepted accounting principles (“GAAP”)), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Funds from operations available to common shareholders does not represent net income or cash flows from operations as defined by GAAP and does not necessarily indicate that cash flows will be sufficient to fund cash needs. It should not be considered as an alternative to net income as an indicator of the Company’s operating performance or to cash flows as a measure of liquidity.

Funds from operations available to common shareholders also does not represent cash flows generated from operating, investing or financing activities as defined by GAAP. Funds from operations (“FFO”) available to common shareholders for the years ended December 31, 2005, 2004, and 2003 are as follows (in thousands, except per share amounts):


	Year Ended December 31,
	2005			2004			2003
Reconciliation of net income to FFO — basic:
Net income	$	249,351		$	161,443		$	163,610


Basic — income available to common shareholders		249,351			161,443			163,610
*Basic — income available to common shareholders per weighted average share*	$	2.87		$	1.91		$	2.08

Adjustments:
Depreciation and amortization of unconsolidated joint ventures		1,316			2,566			663
Depreciation and amortization		147,669			133,682			120,826
Gain on property dispositions, net of income tax		(114,381	)		(13,502	)		(11,822	)
Minority interest share in addback for depreciation and amortization, gain on property dispositions, net of income tax		(1,363	)		(5,093	)		(4,858	)


Funds from operations available to common shareholders — basic	$	282,592		$	279,096		$	268,419


*Basic Funds from operations available to common shareholders per weighted average share*	$	3.25		$	3.30		$	3.42

Reconciliation of net income to FFO — diluted:

Net income	$	249,351		$	161,443		$	163,610


Diluted — income available to common shareholders		249,351			161,443			163,610
*Diluted — income available to common shareholders per weighted average share*	$	2.82		$	1.88		$	2.05

Adjustments:
Depreciation and amortization of unconsolidated joint ventures		1,316			2,566			663
Depreciation and amortization		147,669			133,682			120,826
Gain on property dispositions, net of income tax		(114,381	)		(13,502	)		(11,822	)
Minority interest less preferred share distributions		10,018			6,955			7,644


Funds from operations available to common shareholders — diluted	$	293,973		$	291,144		$	280,921


*Diluted Funds from operations available to common shareholders per weighted average share*	$	3.20		$	3.25		$	3.36

Reconciliation of weighted average shares:
Weighted average common shares — all basic calculations		86,986			84,534			78,575
Dilutive shares for long term compensation plans		1,390			1,490			1,293


Diluted shares for net income calculations		88,376			86,024			79,868
Weighted average common units		3,555			3,676			3,693


Diluted shares for Funds from operations calculations		91,931			89,700			83,561

Inflation

Inflation has remained relatively low during the last three years, and as a result, it has not had a significant impact on the Company during this period. The $600 million Credit Facility bears interest at a variable rate; therefore, the amount of interest payable under the $600 million Credit Facility will be influenced by changes in short-term interest rates, which tend to be sensitive to inflation. To the extent an increase in inflation would result in increased operating costs, such as in insurance, real estate taxes and utilities, substantially all of the tenants’ leases require the tenants to absorb these costs as part of their rental obligations. In addition, inflation also may have the effect of increasing market rental rates.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about the Company’s risk management includes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from the results discussed in the forward-looking statements.

The Company’s primary market risk exposure is to changes in interest rates.

The Company is exposed to market risk related to its $600 million Credit Facility and certain other indebtedness as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” The interest on the $600 million Credit Facility and certain other indebtedness is subject to fluctuations in the market.

The Company also uses long-term and medium-term debt as a source of capital. These debt instruments are typically issued at fixed interest rates. When these debt instruments mature, the Company typically refinances such debt at then-existing market interest rates which may be more or less than the interest rates on the maturing debt. In addition, the Company may attempt to reduce interest rate risk associated with a forecasted issuance of new debt. In order to reduce interest rate risk associated with these transactions, the Company occasionally enters into interest rate protection agreements.

If the interest rates for variable rate debt were 100 basis points higher or lower during 2005, the Company’s interest expense would have been increased or decreased by $3.3 million. If the interest rate for the fixed rate debt maturing in 2006 was 100 basis points higher or lower than its current rate of 7.2%, the Company’s interest expense would be increased or decreased by $1.0 million.

The sensitivity analysis above assumes no changes in the Company’s financial structure. It also does not consider future fluctuations in interest rates or the specific actions that might be taken by management to mitigate the impact of such fluctuations.

The Company is also exposed to currency risk on its net investment in the United Kingdom. The Company does not believe that this currency risk exposure is material to its financial statements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The dual presentation of financial statements for the Company is required by the SEC. The Company is comprised of two SEC registrants: Liberty Property Trust and Liberty Property Limited Partnership. Accordingly, financial statements are required for each registrant. The financial information contained within the two sets of financial statements is essentially the same.

Management’s Annual Report on Internal Control Over Financial Reporting

To the Shareholders of Liberty Property Trust:

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a — 15 (f) and 15d — 15(f). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Trustees regarding the preparation and fair presentation of published financial statements.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commissions (COSO) in Internal Control – Integrated Framework. Based on our assessment we believe that, as of December 31, 2005, the Company’s internal control over financial reporting is effective based on those criteria.

Management’s assertion regarding its assessment of internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, whose reports appears on the following pages.

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.

March 10, 2006

Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of Liberty Property Trust

We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, that Liberty Property Trust (the “Trust”) maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Trust’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 company; and (3) 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.

In our opinion, management’s assessment that Liberty Property Trust maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Liberty Property Trust as of December 31, 2005 and 2004, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the each of the three years in the period ended December 31, 2005 of the Trust and our report dated March 10, 2006 expressed an unqualified opinion thereon.


		/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
March 10, 2006

Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of Liberty Property Trust

We have audited the accompanying consolidated balance sheets of Liberty Property Trust (the “Trust”) as of December 31, 2005 and 2004, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Liberty Property Trust at December 31, 2005 and 2004, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Liberty Property Trust’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
March 10, 2006 expressed an unqualified opinion thereon.


		/s/Ernst & Young LLP

Philadelphia, Pennsylvania
March 10, 2006

CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)


	DECEMBER 31,
	2005			2004
ASSETS
Real estate:
Land and land improvements	$	629,962		$	622,987
Buildings and improvements		3,730,481			3,616,204
Less accumulated depreciation		(748,818	)		(692,649	)


Operating real estate		3,611,625			3,546,542

Development in progress		324,924			81,099
Land held for development		158,653			171,122


Net real estate		4,095,202			3,798,763

Cash and cash equivalents		61,629			33,667
Restricted cash		29,085			34,626
Accounts receivable, net of allowance		19,529			21,502
Deferred rent receivable		72,818			66,528
Deferred financing and leasing costs, net of accumulated amortization (2005, $106,752; 2004, $91,117)		121,085			106,940
Investments in unconsolidated joint ventures		33,522			24,372
Assets held for sale, net		12,654			12,799
Prepaid expenses and other assets		52,005			63,630


Total assets	$	4,497,529		$	4,162,827


LIABILITIES
Mortgage loans	$	238,728		$	366,171
Unsecured notes		1,755,000			1,455,000
Credit facility		255,450			312,000
Accounts payable		32,919			24,288
Accrued interest		34,892			34,994
Dividend payable		56,490			54,485
Other liabilities		161,735			111,764


Total liabilities		2,535,214			2,358,702

Minority interest		253,133			207,866

SHAREHOLDERS’ EQUITY
Common shares of beneficial interest, $.001 par value, 191,200,000 shares authorized, 88,415,764 (includes 59,100 in treasury) and 85,734,380 (includes 59,100 in treasury) shares issued and outstanding as of December 31, 2005 and 2004, respectively		88			86
Additional paid-in capital		1,799,068			1,705,913
Accumulated other comprehensive income		9,906			25,105
Distributions in excess of net income		(98,553	)		(133,518	)
Common shares held in treasury, at cost, 59,100 shares as of December 31, 2005 and 2004		(1,327	)		(1,327	)


Total shareholders’ equity		1,709,182			1,596,259


Total liabilities and shareholders’ equity	$	4,497,529		$	4,162,827

See accompanying notes.

CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY TRUST
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


	YEAR ENDED DECEMBER 31,
	2005			2004			2003
OPERATING REVENUE
Rental	$	486,121		$	452,753		$	430,435
Operating expense reimbursement		194,609			175,574			163,451


Total operating revenue		680,730			628,327			593,886


OPERATING EXPENSE
Rental property		142,838			128,005			116,505
Real estate taxes		68,865			62,809			59,734
General and administrative		38,138			33,759			28,316
Depreciation and amortization		146,526			129,298			116,557


Total operating expenses		396,367			353,871			321,112


Operating Income		284,363			274,456			272,774
OTHER INCOME (EXPENSE)
Interest and other income		8,622			7,290			8,285
Interest expense		(129,617	)		(116,630	)		(117,754	)


Total other income (expense)		(120,995	)		(109,340	)		(109,469	)


Income before property dispositions, income taxes, minority interest and equity in earnings (loss) of unconsolidated joint ventures		163,368			165,116			163,305

Gain on property dispositions		84,295			496			447
Income taxes		(14,827	)		(1,820	)		(2,326	)
Minority interest		(21,538	)		(17,478	)		(19,795	)
Equity in earnings (loss) of unconsolidated joint ventures		2,540			(775	)		1,744


Income from continuing operations		213,838			145,539			143,375

Discontinued operations, net of minority interest (including net gain on property dispositions of $37,915, $11,603, and $11,958 for the years ended December 31, 2005, 2004 and 2003, respectively)		35,513			15,904			20,235


Net income	$	249,351		$	161,443		$	163,610


Earnings per share
Basic:
Income from continuing operations	$	2.46		$	1.72		$	1.82
Income from discontinued operations		0.41			0.19			0.26


Income per common share — basic	$	2.87		$	1.91		$	2.08


Diluted:
Income from continuing operations	$	2.42		$	1.70		$	1.80
Income from discontinued operations		0.40			0.18			0.25


Income per common share — diluted	$	2.82		$	1.88		$	2.05


Weighted average number of common shares outstanding
Basic		86,986			84,534			78,575
Diluted		88,376			86,024			79,868

See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY OF LIBERTY PROPERTY TRUST
(IN THOUSANDS)


	COMMON					ACCUMULATED						COMMON
	SHARES OF		ADDITIONAL			OTHER			DISTRIBUTIONS			SHARES			TOTAL
	BENEFICIAL		PAID-IN			COMPREHENSIVE			IN EXCESS OF NET			HELD IN			SHAREHOLDERS’
	INTEREST		CAPITAL			INCOME			INCOME			TREASURY			EQUITY
Balance at January 1, 2003	$	76	$	1,413,336		$	2,842		$	(60,496	)	$	(1,327	)	$	1,354,431
Net proceeds from the issuance of common shares		7		206,377			—			—			—			206,384
Net income		—		—			—			163,610			—			163,610
Distributions on common shares		—		—			—			(191,632	)		—			(191,632	)
Noncash compensation		—		2,877			—			—			—			2,877
Minority interest reclassification		—		(2,641	)		—			—			—			(2,641	)
Foreign currency translation adjustment		—		—			11,868			—			—			11,868


Balance at December 31, 2003		83		1,619,949			14,710			(88,518	)		(1,327	)		1,544,897
Net proceeds from the issuance of common shares		3		85,168			—			—			—			85,171
Net income		—		—			—			161,443			—			161,443
Distributions on common shares		—		—			—			(206,443	)		—			(206,443	)
Noncash compensation		—		2,388			—			—			—			2,388
Minority interest reclassification		—		(1,592	)		—			—			—			(1,592	)
Foreign currency translation adjustment		—		—			10,395			—			—			10,395


Balance at December 31, 2004		86		1,705,913			25,105			(133,518	)		(1,327	)		1,596,259
Net proceeds from the issuance of common shares		2		86,460			—			—			—			86,462
Net income		—		—			—			249,351			—			249,351
Distributions on common shares		—		—			—			(214,386	)		—			(214,386	)
Noncash compensation		—		5,032			—			—			—			5,032
Minority interest reclassification		—		1,663			—			—			—			1,663
Foreign currency translation adjustment		—		—			(15,199	)		—			—			(15,199	)


Balance at December 31, 2005	$	88	$	1,799,068		$	9,906		$	(98,553	)	$	(1,327	)	$	1,709,182

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST
(IN THOUSANDS)


	YEAR ENDED DECEMBER 31,
	2005			2004			2003
OPERATING ACTIVITIES
Net income	$	249,351		$	161,443		$	163,610
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		150,722			136,700			123,102
Amortization of deferred financing costs		4,758			4,315			4,013
Equity in (earnings) loss of unconsolidated joint ventures		(2,540	)		775			(1,744	)
Distributions from unconsolidated joint ventures		4,651			682			3,145
Minority interest in net income		22,965			18,167			20,733
Gain on property dispositions		(122,210	)		(12,099	)		(12,405	)
Noncash compensation		3,980			2,388			2,877
Changes in operating assets and liabilities:
Restricted cash		3,849			(19,334	)		(12,154	)
Accounts receivable		1,804			(8,449	)		5,125
Deferred rent receivable		(6,290	)		(8,513	)		(9,240	)
Prepaid expenses and other assets		(12,488	)		(12,046	)		(3,638	)
Accounts payable		8,894			8,859			(11,848	)
Accrued interest		(102	)		2,166			257
Other liabilities		52,353			18,282			(8,022	)


Net cash provided by operating activities		359,697			293,336			263,811


INVESTING ACTIVITIES
Investment in properties		(324,340	)		(253,017	)		(145,997	)
Cash paid for business, net of cash acquired		—			—			16,627
Investments in unconsolidated joint ventures		(13,790	)		(6,198	)		(4,918	)
Proceeds from disposition of properties/land		415,144			54,140			49,744
Investment in development in progress		(235,078	)		(105,208	)		(59,953	)
Investment in land held for development		(91,436	)		(34,132	)		(27,650	)
Increase in deferred leasing costs		(37,133	)		(29,560	)		(22,986	)


Net cash used in investing activities		(286,633	)		(373,975	)		(195,133	)


FINANCING ACTIVITIES
Net proceeds from issuance of common shares		87,514			85,171			206,384
Net proceeds from issuance of preferred units		48,686			—			—
Net proceeds from issuance of unsecured notes		296,424			197,517			3,683
Repayments of unsecured notes		—			(100,000	)		(73,739	)
Proceeds from mortgage loans		—			9,618			1,223
Repayments of mortgage loans		(173,926	)		(23,592	)		(15,436	)
Proceeds from credit facility		784,800			477,800			453,950
Repayments on credit facility		(841,350	)		(332,800	)		(418,950	)
Increase in deferred financing costs		(3,465	)		(199	)		(2,640	)
Distributions paid on common shares		(212,305	)		(204,339	)		(187,293	)
Contributions from minority interests		—			1,158			637
Distributions to minority interests		(3,937	)		—			—
Distributions paid on units		(20,859	)		(20,716	)		(25,930	)


Net cash (used in) provided by financing activities		(38,418	)		89,618			(58,111	)


Increase in cash and cash equivalents		34,646			8,979			10,567
(Decrease) increase in cash and cash equivalents related to foreign currency translation		(6,684	)		2,879			3,309
Cash and cash equivalents at beginning of year		33,667			21,809			7,933


Cash and cash equivalents at end of year	$	61,629		$	33,667		$	21,809


SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Write-off of fully depreciated property and deferred costs	$	83,794		$	27,990		$	13,187
Issuance of operating partnership units		—			—			1,151
Acquisition of properties		(51,716	)		(11,305	)		(56,083	)
Assumption of mortgage loans		51,716			11,305			56,083

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF LIBERTY PROPERTY TRUST

1. ORGANIZATION

Liberty Property Trust (the “Trust”) is a self-administered and self-managed Maryland real estate investment trust (a “REIT”). Substantially all of the Trust’s assets are owned directly or indirectly, and substantially all of the Trust’s operations are conducted directly or indirectly, by Liberty Property Limited Partnership (the “Operating Partnership” and, together with the Trust and their consolidated subsidiaries, the “Company”). The Trust is the sole general partner and also a limited partner of the Operating Partnership, owning 96.2% of the common equity of the Operating Partnership at December 31, 2005. The Company provides leasing, property management, development, acquisition, and other tenant-related services for a portfolio of industrial and office properties which are located principally within the Mid-Atlantic, Southeastern and Midwestern United States and the United Kingdom.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles, (“US GAAP”) requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements of the Company include the Trust, the Operating Partnership and wholly owned subsidiaries and those subsidiaries in which the Company owns a majority voting interest with the ability to control operations of the subsidiaries and where no approval, veto or other important rights have been granted to the minority shareholders. All significant intercompany transactions and accounts have been eliminated.

Reclassifications

Certain amounts from prior years have been reclassified to conform to current-year presentation.

Real Estate and Depreciation

The properties are recorded at the lower of cost or fair value and are depreciated using the straight line method over their estimated useful lives. The estimated useful lives are as follows:


		Buildings and improvements		40 years (blended)
		Equipment		5-10 years
		Tenant improvements		Term of the related lease

Expenditures directly related to acquisition, or improvement of real estate, including interest and other costs capitalized during development, are included in net real estate and are stated at cost. The capitalized costs include pre-construction costs essential to the development of the property, development and construction costs, and interest costs, real estate taxes, salaries and other costs incurred during the period of development. Expenditures for maintenance and repairs are charged to operations as incurred.

In accordance with the Financial Accounting Standards Board (“FASB”) Statement of Financial Standards (“SFAS”) No. 141, “Business Combinations,” the Company allocates the purchase price of real estate to land, building and improvements and intangibles based on the relative fair value of each component. The value ascribed to in-place leases is based on the rental rates for the existing leases compared to market rent for leases of similar terms and present valuing the difference based on market interest rates. Origination values are also assigned to in-place leases, and, where appropriate, value is assigned to customer relationships. The Company depreciates the amounts allocated to building and improvements over 40 years and the amounts allocated to intangible assets relating to in-place leases, which are included in deferred financing and leasing costs in the accompanying balance sheet, over the remaining term of the related leases. Once a property is designated as held for sale, no further depreciation expense is recorded. Properties identified as held for sale and/or sold are presented in discontinued operations for all periods presented.

The Company evaluates its real estate investments and its investments in unconsolidated joint ventures upon occurrence of a significant adverse change in its operations to assess whether any impairment indicators are present that affect the recovery of the recorded value. If any real estate investment or investment in unconsolidated joint ventures is considered impaired, a loss is recognized to reduce the carrying value of the property to its estimated fair value.

Investments in Unconsolidated Joint Ventures

The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence, but does not control these entities. Under the equity method of accounting the net equity investment of the Company is reflected in the consolidated balance sheets and the Company’s share of net income from the joint ventures is included on the consolidated statements of operations.

Cash and Cash Equivalents

Highly liquid investments with a maturity of three months or less when purchased are classified as cash equivalents.

Restricted Cash

Restricted cash includes tenant security deposits and escrow funds that the Company maintains pursuant to certain mortgage loans. Restricted cash also includes the undistributed proceeds from the sale of residential land in Kent County, United Kingdom.

Accounts Receivable

The Company’s accounts receivable are comprised of rents and charges for property operating costs due from tenants. The Company periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are collectible. Based on this review accounts receivable are reduced by an allowance for doubtful accounts. The Company considers tenant credit quality and payment history and general economic conditions in determining the allowance for doubtful accounts. If the accounts receivable balance is subsequently deemed uncollectible, the receivable and allowance for doubtful account balance is written off.

The allowance for doubtful accounts at December 31, 2005 and 2004 was $6.7 million and $6.0 million, respectively.

Deferred Rent Receivable

The Company’s deferred rent receivable represents the cumulative difference between rent revenue recognized on a straight line basis and contractual payments under the terms of tenant leases.

Revenues

The Company earns rental income under operating leases with tenants. Rental income is recognized on a straight line basis over the applicable lease term. Operating expense reimbursements consisting of amounts due from tenants for real estate taxes, utilities and other recoverable costs are recognized as revenue in the period in which the corresponding expenses are incurred.

Termination fees (included in rental revenue) are fees that the Company has agreed to accept in consideration for permitting certain tenants to terminate their lease prior to the contractual expiration date. The Company recognizes termination fees in accordance with Staff Accounting Bulletin 104 when the following conditions are met:

	a)		the termination agreement is executed,

	b)		the termination fee is determinable,

	c)		all landlord services, pursuant to the terminated lease, have been rendered, and

	d)		collectibility of the termination fee is assured.

Deferred Financing and Leasing Costs

Costs incurred in connection with financing or leasing are capitalized and amortized over the term of the related loan or lease. Deferred financing cost amortization is reported as interest expense. Intangible assets related to acquired in-place leases are amortized over the terms of the related leases.

Income per Common Share

The following table sets forth the computation of basic and diluted income per common share (in thousands, except per share amounts):


			2005						2004

			Weighted						Weighted
			Average						Average
	Income		Shares		Per		Income		Shares		Per
	(Numerator)		(Denominator)		Share		(Numerator)		(Denominator)		Share
Income from continuing operations	$	213,838					$	145,539


Basic income from continuing operations
Income from continuing operations available to common shareholders		213,838		86,986	$	2.46		145,539		84,534	$	1.72

Dilutive shares for long-term compensation plans		—		1,390				—		1,490


Diluted income from continuing operations
Income from continuing operations available to common shareholders and assumed conversions		213,838		88,376	$	2.42		145,539		86,024	$	1.70


Basic income from discontinued operations
Discontinued operations net of minority interest		35,513		86,986	$	0.41		15,904		84,534	$	0.19

Dilutive shares for long-term compensation plans		—		1,390				—		1,490


Diluted income from discontinued operations
Discontinued operations net of minority interest		35,513		88,376	$	0.40		15,904		86,024	$	0.18


Basic income per common share
Income available to common shareholders		249,351		86,986	$	2.87		161,443		84,534	$	1.91

Dilutive shares for long-term compensation plans		—		1,390				—		1,490


Diluted income per common share
Income available to common shareholders and assumed conversions	$	249,351		88,376	$	2.82	$	161,443		86,024	$	1.88


			2003

			Weighted
			Average
	Income		Shares		Per
	(Numerator)		(Denominator)		Share
Income from continuing operations	$	143,375


Basic income from continuing operations
Income from continuing operations available to common shareholders		143,375		78,575	$	1.82

Dilutive shares for long-term compensation plans		—		1,293


Diluted income from continuing operations
Income from continuing operations available to common shareholders and assumed conversions		143,375		79,868	$	1.80


Basic income from discontinued operations
Discontinued operations net of minority interest		20,235		78,575	$	0.26

Dilutive shares for long-term compensation plans		—		1,293


Diluted income from discontinued operations
Discontinued operations net of minority interest		20,235		79,868	$	0.25


Basic income per common share
Income available to common shareholders		163,610		78,575	$	2.08

Dilutive shares for long-term compensation plans		—		1,293


Diluted income per common share
Income available to common shareholders and assumed conversions	$	163,610		79,868	$	2.05

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, deferred rent receivable, accounts payable, accrued interest, dividends payable and other liabilities are reasonable estimates of fair values because of the short-term maturities of these investments. The fair value of the Company’s long-term debt, which is based on estimates by management and on rates quoted on December 31, 2005 for comparable loans, exceeds the aggregate carrying value by approximately $92 million at December 31, 2005.

Income Taxes

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, the Company generally is not subject to federal income taxation at the corporate level to the extent it distributes annually at least 90% of its REIT taxable income, as defined in the Code, to its shareholders and satisfies certain other organizational and operational requirements. The Company has met these requirements and, accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements.

Several of the Company’s subsidiaries are taxable REIT subsidiaries (each a “TRS”) and are subject to federal income taxes. In general, a TRS may perform additional services for tenants and generally may engage in real estate or non real estate business that are not permitted REIT activities. The Company is also taxed in certain states and the United Kingdom. Accordingly, the Company has recognized federal, state and United Kingdom income taxes in accordance with US GAAP, as applicable. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate rates.

The Federal tax cost basis of the real estate at December 31, 2005 was $4.8 billion.

Stock-Based Compensation

At December 31, 2005, the Company had a share-based employee compensation plan as fully described in Note 10. Prior to 2003, the Company accounted for the plan under the recognition and measurement provisions of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. Effective January 1, 2003, the Company adopted the fair value recognition provisions of the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” prospectively for all employee option awards granted, modified, or settled after January 1, 2003. Option awards under the Company’s plan vest over three years. Therefore, the cost related to share-based employee compensation included in the determination of net income for 2005, 2004 and 2003 is less than that which would have been recognized if the fair value based method had been applied to all option awards since the original effective date of SFAS No. 123.

Foreign Currency Translation

The functional currency of the Company’s United Kingdom operations is pounds sterling. The Company translates its financial statements into US dollars. Gains and losses resulting from this translation do not impact the results of operations and are included in accumulated other comprehensive income as a separate component of shareholders’ equity. Other comprehensive income (loss) was ($15.2 million), $10.4 million and $11.9 million for the years ended December 31, 2005, 2004 and 2003, respectively. Upon sale or upon complete or substantially complete liquidation of a foreign investment, the gain or loss on the sale will include a portion of the cumulative translation adjustments that have been previously recorded in other comprehensive income.

Recently Issued Accounting Standards

SFAS No. 123 (revised 2004)

In December 2004, the Financial Accounting Standard Board (FASB) issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows (“SFAS No. 123R”). SFAS No. 123R requires the compensation cost relating to share-based payment transactions be recognized in financial statements and be measured based on the fair value of the equity instrument issued. SFAS No. 123R is effective as of the first annual reporting period beginning after June 15, 2005. Awards issued, modified, or settled after the effective date will be measured and recorded in accordance with SFAS No. 123R. Certain restricted share awards and option awards are subject to accelerated vesting upon retirement. The Company accounts for these awards over the explicit service period. Upon adoption of SFAS No. 123R, the Company will expense awards to individuals qualifying for stock acceleration. Compensation cost relating to this accelerated vesting for the years ended December 31, 2005, 2004 and 2003 would have increased by $.2 million, $.5 million and $.3 million, respectively. Effective January 1, 2003, the Company adopted the fair value recognition provisions of Statement No. 123. The Company does not anticipate that adoption of SFAS No. 123R will have a material impact on its results of operations or its financial position.

SFAS No. 153

In December 2004, the FASB issued SFAS No. 153, “Accounting for Non-monetary Transactions” (“SFAS No. 153”). SFAS 153 requires non-monetary exchanges to be accounted for at fair value, recognizing any gain or loss, if the transactions meet a commercial-substance criterion and fair value is determinable. SFAS NO. 153 is effective for non-monetary transactions occurring in fiscal years beginning after June 15, 2005. The Company does not expect

that the implementation of this standard will have a material effect on the Company’s consolidated financial position or results of operations.

Emerging Issues Task Force (“EITF”) Issue No. 04-5

In June 2005, the FASB ratified its consensus in EITF Issue 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (Issue 04-5). The effective date for Issue 04-5 is June 29, 2005 for all new or modified partnerships and January 1, 2006 for all other partnerships. The adoption of the provisions of Issue 04-5 is not anticipated to have a material impact on the Company’s financial position or results of operations.

Interpretation of FASB Statement No. 143 (“FIN 47”)

Issued in March 2005, FIN 47 clarifies that the term conditional asset retirement obligation as used in SFAS No. 143, Accounting for Asset Retirement Obligations (“SFAS No. 143”) refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and/or method of settlement. Thus, the timing and/or method of settlement may be conditional on a future event. An entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The fair value of a liability for the conditional asset retirement obligation should be recognized when incurred – generally upon acquisition, construction, or development and/or through the normal operation of the asset. Uncertainty about the timing and/or method of settlement of a conditional asset retirement obligation should be factored into the measurement of a liability when sufficient information exists. SFAS No. 143 acknowledges that in some cases, sufficient information may not be available to reasonably estimate the fair value of an asset retirement obligation. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective for the year ended December 31, 2005 and did not have a material effect on the Company’s consolidated financial position or results of operations for 2005.

3. REAL ESTATE

The Company owns and operates industrial and office properties located principally in suburban mixed-use developments or business parks. The carrying value of these properties by type as of December 31, 2005 and 2004 are as follows (in thousands):


	Land		Buildings
	And Land		And				Accumulated
	Improvements		Improvements		Total		Depreciation
2005:
Industrial properties	$	308,404	$	1,669,294	$	1,977,698	$	339,465
Office properties		321,558		2,061,187		2,382,745		409,353


2005 Total	$	629,962	$	3,730,481	$	4,360,443	$	748,818


2004:
Industrial properties	$	293,282	$	1,588,513	$	1,881,795	$	308,963
Office properties		329,705		2,027,691		2,357,396		383,686


2004 Total	$	622,987	$	3,616,204	$	4,239,191	$	692,649

Depreciation expense was $123.3 million in 2005, $114.2 million in 2004 and $105.1 million in 2003.

As of December 31, 2005, the Company has commenced development on 29 properties, which upon completion are expected to comprise 5.6 million square feet of leaseable space. As of December 31, 2005, $324.9 million had been expended for the development of these projects and an additional $490.6 million is estimated to be required for completion.

Information on the operating properties the Company has sold for the year ended December 31, 2005 and 2004 are as follows:

2005 Sales


	Number of		Leasable
	Buildings		Square Feet		Proceeds
			(in thousands)
Segment
Delaware Valley
Southeastern Pennsylvania		2		139,760	$	7,864
Other		3		177,733		12,333
Midwest
Lehigh Valley		2		142,204		8,676
Other		18		400,262		23,236
Mid-Atlantic		4		727,732		51,570
Florida		6		726,632		53,834
United Kingdom		16		602,175		263,343

Total		51		2,916,498	$	420,856

2004 Sales


	Number of		Leasable
	Buildings		Square Feet		Proceeds
			(in thousands)
Segment
Delaware Valley
Southeastern Pennsylvania		3		248,073	$	30,814
Other		1		45,390		1,950
Midwest
Lehigh Valley		—		—		—
Other		3		303,723		13,150
Mid-Atlantic		—		—		—
Florida		3		163,330		5,205
United Kingdom		—		—		—

Total		10		760,516	$	51,119

4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

On November 18, 2002, the Company entered into a joint venture agreement (“Liberty Venture I, LP”) with the Public Employees’ Retirement Association of Colorado. The Company sold or contributed 28 properties with a net book value of $127.5 million to the joint venture in exchange for a 25% ownership interest in the joint venture and $108.8 million in cash. The properties are industrial distribution properties in New Jersey (the Delaware Valley segment). The Company provides development, leasing and property management services for a fee, and may receive a promoted interest if certain return thresholds are met.

During the year ended December 31, 2004, the joint venture purchased additional industrial distribution properties with net book value of $5.5 million. During the year ended December 31, 2005. The joint venture disposed of three properties for proceeds of $21.1 million.

On December 14, 2005, the Company entered into a joint venture agreement (“Kings Hill Unit Trust”) with Doughty Hanson & Co. Real Estate. The Company sold 15 properties with a net book value of $125.8 million to the joint venture for proceeds of $219.9 million. In addition, the Company holds a $7.6 million note receivable from the Kings Hill United Trust and retained a 20% ownership interest in the joint venture. The note receivable bears interest at a 9% rate. The Company recognized a $75.1 million gain net of $14.5 million of tax on the sale of its United Kingdom Properties in Operation to the Kings Hill Unit Trust. Due to the Company’s continuing involvement in this joint venture, the operations to the date of sale, as well as the gain on sale and related taxes are included in income from continuing operations in the consolidated statements of operations. The properties which were sold are industrial-flex and office properties and are included in the Company’s United Kingdom segment. The Company

provides property management services for a fee, and may receive a promoted interest if certain return thresholds are met.

As of December 31, 2005, the Company has a 50% ownership interest in three additional unconsolidated joint ventures. These joint ventures have investments in land or in leaseholds and do not operate or own operating properties.

The Company’s share of each of the joint ventures’ earnings is included in equity in earnings (loss) of unconsolidated joint ventures in the accompanying consolidated statements of operations.

The condensed balance sheets as of December 31, 2005 and 2004 and statements of operations for Liberty Venture I, LLC, Kings Hill Unit Trust and other unconsolidated joint ventures for the years ended December 31, 2005, 2004 and 2003 are as follows (in thousands):

Balance Sheets:


	December 31, 2005
	Liberty Venture			Kings Hill
	Venture I, LLC			Unit Trust			Other		Total
Real estate assets	$	121,092		$	202,200		$	—	$	323,292
Accumulated depreciation		(7,579	)		(284	)		—		(7,863	)

Real estate assets, net		113,513			201,916			—		315,429
Land held for development		2,750			—			37,812		40,562
Other assets		14,922			18,499			9,980		43,401

Total assets	$	131,185		$	220,415		$	47,792	$	399,392


Debt	$	77,826		$	163,448		$	—	$	241,274
Other liabilities		2,284			44,028			678		46,990
Equity		51,075			12,939			47,114		111,128

Total liabilities and equity	$	131,185		$	220,415		$	47,792	$	399,392

Company’s net investment in unconsolidated joint ventures	$	12,310		$	—		$	21,212	$	33,522


	December 31, 2004
	Liberty Venture			Kings Hill
	Venture I, LLC			Unit Trust		Other		Total
Real estate assets	$	128,727		$	—	$	—	$	128,727
Accumulated depreciation		(5,183	)		—		—		(5,183	)

Real estate assets, net		123,544			—		—		123,544
Land held for development		2,686			—		22,543		25,229
Other assets		16,945			—		2,747		19,692

Total assets	$	143,175		$	—	$	25,290	$	168,465


Debt	$	86,585		$	—	$	—	$	86,585
Other liabilities		3,183			—		391		3,574
Equity		53,407		$	—		24,899		78,306

Total liabilities and equity	$	143,175		$	—	$	25,290	$	168,465

Company’s net investment in unconsolidated joint ventures	$	13,035		$	—	$	11,337	$	24,372

Statements of Operations:


	Year Ended December 31, 2005
	Liberty Venture			Kings Hill
	Venture I, LLC			Unit Trust			Other			Total
Total revenue	$	18,592		$	745		$	—		$	19,337
Operating expense		5,859			201			32			6,092

		12,733			544			(32	)		13,245

Interest		4,569			634			—			5,203
Depreciation and amortization		4,933			386			—			5,319
Other (income)/expense		184			33			(3,066	)		(2,849	)
(Gain)/loss on sale		(7,555	)		—			—			(7,555	)

Net income (loss)	$	10,602		$	(509	)	$	3,034		$	13,127

Company’s equity in earnings (loss) of unconsolidated joint ventures	$	2,650		$	(110	)	$	—		$	2,540


	Year Ended December 31, 2004
	Liberty Venture			Kings Hill
	Venture I, LLC			Unit Trust		Other		Total
Total revenue	$	18,746		$	—	$	—	$	18,746
Operating expense		6,736			—		—		6,736

		12,010			—		—		12,010

Interest		4,426			—		—		4,426
Depreciation and amortization		10,683			—		—		10,683

Net loss	$	(3,099	)	$	—	$	—	$	(3,099	)

Company’s equity in loss of unconsolidated joint ventures	$	(775	)	$	—	$	—	$	(775	)


	Year Ended December 31, 2003
	Liberty Venture		Kings Hill
	Venture I, LLC		Unit Trust		Other		Total
Total revenue	$	19,400	$	—	$	—	$	19,400
Operating expense		6,276		—		—		6,276

		13,124		—		—		13,124

Interest		3,870		—		—		3,870
Depreciation and amortization		4,401		—		—		4,401

Net income	$	4,853	$	—	$	—	$	4,853

Company’s equity in earnings of unconsolidated joint ventures	$	1,744	$	—	$	—	$	1,744

5. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2003, the Company exercised its option to purchase Rouse Kent Limited (“RKL”) for nominal consideration. As a result of the purchase, the Company’s assets and liabilities increased by approximately $60 million. The operations of RKL are included in the consolidated financial statements beginning July 1, 2003. The transaction was accounted for under the purchase method of accounting.

RKL owned six buildings which contain 210,000 square feet of leaseable space and has planning permission for the development of additional commercial space. These six buildings together with other buildings which the Company owned in the United Kingdom, were sold in December 2005 to the Kings Hill Unit Trust joint venture. (See Investments in Unconsolidated Joint Ventures above.) RKL is party to a contract with the County of Kent which contract entitles RKL to participate in proceeds realized from the sale of residential land parcels to homebuilders.

Pursuant to agreements, the Company provided management services with respect to RKL for the six months ended June 30, 2003 for $300,000. In addition, the Company paid a fee to RKL for management services which it provided for the Company’s properties owned in the United Kingdom. For six months ended June 30, 2003 the fees for these services were $223,000. The Company recognized interest income on notes receivable from RKL of $1.9 million for the six months ended June 30, 2003.

6. INDEBTEDNESS

Indebtedness consists of mortgage loans, unsecured notes, and borrowings under the credit facility. The weighted average interest rates for the years ended December 31, 2005, 2004 and 2003, were 6.6%, 6.7% and 6.9%, respectively. Interest costs during the years ended December 31, 2005, 2004 and 2003 in the amount of $17.7 million, $13.2 million and $10.9 million, respectively, were capitalized. Cash paid for interest for the years ended December 31, 2005, 2004 and 2003, was $148.8 million, $130.4 million and $132.5 million, respectively.

During the year ended December 31, 2005, the Company issued $300 million of 5.125% senior unsecured notes due March 2, 2015. The Company used the proceeds to pay down outstanding borrowings under the Company’s unsecured credit facility and for general corporate purposes.

During the year ended December 31, 2004, the Company issued $200 million of 5.65% senior unsecured notes due August 15, 2014. The proceeds from this issuance were used to repay $100 million of 7.1% senior unsecured notes which matured on August 15, 2004, pay down outstanding borrowings under the Company’s unsecured credit facility, acquire properties and for general corporate purposes.

The Company is subject to financial covenants contained in some of the debt agreements, the most restrictive of which are detailed below under the heading “Credit Facility.” As of December 31, 2005 the Company was in compliance with all financial covenants.

Mortgage Loans, Unsecured Notes

Mortgage loans with maturities ranging from 2006 to 2016 are collateralized by and in some instances cross-collateralized by properties with a net book value of $406.1 million.

The interest rates on $1,978.5 million of mortgage loans and unsecured notes are fixed and range from 4.6% to 8.8%. Interest rates on $15.2 million of mortgage loans float with the base rate of the respective lending bank or LIBOR. The weighted average remaining term for the mortgage loans and unsecured notes is 6.0 years.

Credit Facility

During the fourth quarter of 2005, the Company obtained a new, four-year, $600 million unsecured revolving credit facility (the “$600 million Credit Facility”) replacing a $450 million unsecured revolving credit facility due January 16, 2006. Based on the Company’s present ratings, borrowings under the credit facility are priced at LIBOR plus 65 basis points. The $600 million Credit Facility contains a competitive bid option, whereby participating lenders bid on the interest rate to be charged. This feature is available for up to 50% of the amount of the facility. The interest rate on the $255.5 million of borrowings outstanding as of December 31, 2005 was 4.39%. The current ratings for the Company’s senior unsecured debt are Baa2, BBB, and BBB from Moody’s, S&P and Fitch, respectively. The credit facility has an accordion feature for an additional $200 million. There is also a 15 basis point facility fee on the current borrowing capacity. The $600 million Credit Facility expires on January 16, 2010 and may be extended for a one year period. The $600 million Credit Facility contains financial covenants, certain of which are set forth below:

	•		total debt to total assets may not exceed 0.60:1;

	•		earnings before interest, taxes, depreciation and amortization to fixed charges may not be less than 1.50:1;

	•		unsecured debt to unencumbered asset value must equal or be less than 60%; and

	•		unencumbered net operating income to unsecured interest expense must equal or exceed 200%.

The scheduled principal amortization and maturities of the Company’s mortgage loans, $600 million Credit Facility and the unsecured notes outstanding and the related weighted average interest rates are as follows (in thousands, except percentages):


											Weighted
	Mortgages										Average
	Principal		Principal		Unsecured		Credit				Interest
	Amortization		Maturities		Notes		Facility		Total		Rate
2006	$	9,323	$	40,895	$	100,000	$	—	$	150,218		7.1	%
2007		8,748		1,553		100,000		—		110,301		7.2	%
2008		8,053		45,259		—		—		53,312		6.6	%
2009		5,652		46,148		270,000		—		321,800		7.8	%
2010		4,827		4,738		200,000		255,450		465,015		6.4	%
2011		4,101		10,730		250,000		—		264,831		7.3	%
2012		3,219		32,910		235,000		—		271,129		6.5	%
2013		2,691		—		—		—		2,691		6.0	%
2014		2,857		—		200,000		—		202,857		5.7	%
2015		3,033		—		300,000		—		303,033		5.1	%
2016 & thereafter		3,991		—		100,000		—		103,991		7.4	%

	$	56,495	$	182,233	$	1,755,000	$	255,450	$	2,249,178		6.6	%

7. LEASING ACTIVITY

Future minimum rental payments due from tenants under noncancelable operating leases as of December 31, 2005 are as follows (in thousands):


2006	$	448,098
2007		400,091
2008		343,492
2009		271,306
2010		211,230
Thereafter		593,904

TOTAL	$	2,268,121

In addition to minimum rental payments, most leases require the tenants to pay for their pro rata share of specified operating expenses. These payments are included as operating expense reimbursement in the accompanying consolidated statements of operations.

8. SHAREHOLDERS’ EQUITY

Common Shares

The Company paid to holders of its common shares and holders of its common units distributions of $220.8 million, $213.3 million, and $196.2 million, during the years ended December 31, 2005, 2004, and 2003, respectively. On a per share basis, the Company paid Common Share and Unit distributions of $2.445, $2.425, and $2.405, during the years ended December 31, 2005, 2004, and 2003, respectively.

For federal income tax purposes, the following table summarizes the portions of the Common Share distributions relating to return of capital, ordinary income, and capital gains:


	2005			2004			2003
Return of capital		—			8.0	%		—
Ordinary income		62.8	%		87.3	%		96.0	%
Capital gains		37.2	%		4.7	%		4.0	%

The Company’s federal income tax returns are subject to examination by taxing authorities. Because the application of tax laws and regulations is susceptible to varying interpretations, the taxability of distributions could be changed at a later date upon final determination by taxing authorities.

Treasury Shares

The Company’s Board of Trustees authorized a share repurchase plan under which the Company may purchase up to $100 million of the Company’s Common Shares and preferred shares (as defined below).

Minority Interest

Minority interest in the accompanying consolidated financial statements represents the interests of the common and preferred units in Liberty Property Limited Partnership not held by the Trust. Minority interest is adjusted at each period end to reflect the ownership percentage of the common and preferred unitholders at that time. A minority interest reclassification occurs between minority interest and shareholders’ equity each period there is a transaction involving ownership interests in Liberty Property Limited Partnership. In addition, minority interest includes third-party ownership interests in two consolidated joint venture investments in the United Kingdom. No common units were issued in connection with acquisitions in 2005 or 2004. During 2003, 33,682 common units were issued in connection with an acquisition. The common units outstanding as of December 31, 2005 have the same economic characteristics as common shares. The 3,517,837 common units share proportionately in the net income or loss and in any distributions of the Operating Partnership and are exchangeable into the same number of common shares of the Trust.

The Company has outstanding the following Cumulative Redeemable Preferred Units of the Operating Partnership, (the “Preferred Units”):


Date
of						Liquidation		Dividend			Redeemable
Issue	Issue	Amount		Units		Preference		Rate			As of	Exchangeable after
		(in ooo’s)
7/28/99	Series B	$	95,000		3,800	$	25		7.45	%	8/31/09	1/1/14 into Series B Cumulative Redeemable Preferred Shares of the Trust
6/10/02	Series D	$	23,650		473	$	50		7.625	%	6/10/07	6/10/12 into Series D Cumulative Redeemable Preferred Shares of the Trust
6/16/05	Series E	$	20,000		400	$	50		7.00	%	6/16/10	6/16/15 into Series E Cumulative Redeemable Preferred Shares of the Trust
6/30/05	Series F	$	44,000		880	$	50		6.65	%	6/30/10	6/30/15 into Series F Cumulative Redeemable Preferred Shares of the Trust
8/23/05	Series F	$	6,000		120	$	50		6.65	%	6/30/10	6/30/15 into Series F Cumulative Redeemable Preferred Shares of the Trust

Effective August 31, 2004, the rate on $95 million Series B preferred units was reduced from 9.25% to 7.45%.

During the year ended December 31, 2005, the Company redeemed for $20 million its outstanding 9.125% Series C Cumulative Redeemable Preferred Units.

The Company paid the following Preferred Unit distributions for the year ended December 31:


	2005		2004		2003
Distributions (in millions)	$	12.1	$	11.8	$	12.4
Distribution per unit:
Series B	$	1.86	$	2.16	$	2.31
Series C	$	1.05	$	2.28	$	2.28
Series D	$	3.81	$	3.81	$	3.81
Series E	$	1.90		—		—
Series F	$	1.61		—		—

Shareholder Rights Plan

In December 1997, the Board of Trustees of the Company adopted a shareholder rights plan (the “Shareholder Rights Plan”). Under the Shareholder Rights Plan, one Right (as defined in the Shareholder Rights Plan) was attached to each outstanding common share at the close of business on December 31, 1997. In addition, a Right will be attached to each share of common stock issued in the future. Each Right entitles the registered holder to purchase from the Company, under certain conditions, a unit (a “Rights Plan Unit”) consisting of one one-thousandth of a share of a Series A Junior Participating Preferred Share, $0.0001 par value, (the “Junior Preferred Stock”), of the Company, for $100 per Rights Plan Unit, subject to adjustment. The Rights become exercisable only if a person or group of affiliated or associated persons (an “Acquiring Person”) acquires, or obtains the right to acquire, beneficial ownership of common shares or other voting securities (“Voting Stock”) that have 10% or more of the voting power of the outstanding shares of Voting Stock, or if an Acquiring Person commences to make a tender offer or exchange offer to acquire beneficial ownership of Voting Stock that has 10% or more of the voting power of the outstanding shares of Voting Stock. The Rights are redeemable by the Company at a price of $0.0001 per Right. If not exercised or redeemed, all Rights will expire on December 31, 2007.

Dividend Reinvestment and Share Purchase Plan

The Company has a Dividend Reinvestment and Share Purchase Plan under which holders of common shares may elect to automatically reinvest their distributions in additional common shares and may make optional cash payments for additional common shares. The Company may issue additional common shares or repurchase common shares in

the open market for purposes of financing its obligations under the Dividend Reinvestment and Share Purchase Plan. During the years ended December 31, 2005, 2004, and 2003, 1,767,187, 1,590,488, and 2,056,482, common shares, respectively, were issued through the Dividend Reinvestment and Share Purchase Plan.

9. EMPLOYEE BENEFIT PLANS

The Company maintains a 401(k) plan for the benefit of its full-time employees. The Company matches the employees’ contributions up to 3% of the employees’ salary and may also make annual discretionary contributions. Total 401(K) expense recognized by the Company was $716,000, $739,000, and $550,000 for the years ended 2005, 2004, and 2003, respectively.

The Company registered 750,000 common shares under the Securities Act of 1933, as amended, in connection with an employee share purchase plan (“ESPP”). The ESPP enables eligible employees to purchase shares of the Company, in amounts up to 10% of the employee’s salary, at a 15% discount to fair market value. A total of 8,814, 9,227 and 9,766 common shares were issued, in accordance with the ESPP, during the years ended December 31, 2005, 2004 and 2003, respectively.

10. SHARE OPTIONS

The Company’s Share Incentive Plan (“Share Incentive Plan”), as amended, has authorized the grant of options to executive officers, other key employees, non-employee trustees and consultants of up to 11.4 million shares of the Company’s Common Shares. All options granted have 10-year terms and vest over a 3-year period, with options to purchase up to 20% of the shares exercisable after the first anniversary, up to 50% after the second anniversary and 100% after the third anniversary of the date of grant.

The cost related to share-based employee compensation included in the determination of net income for 2005, 2004, and 2003 is less than that which would have been recognized if the fair value based method had been applied to all option awards since the original effective date of SFAS No. 123.

The fair value for the employee option awards was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2005, 2004 and 2003:


	2005			2004			2003
Risk-free interest rate		4.4	%		4.0	%		5.0	%
Dividend yield		5.9	%		6.2	%		7.5	%
Volatility factor		0.184			0.172			0.175
Weighted-average expected life	8 years			8 years			8 years

The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested option awards in each period (in thousands, except per share amounts).


	Year Ended December 31,
	2005			2004			2003
Income available to common shareholders	$	249,351		$	161,443		$	163,610
Add: Share-based compensation expense included in reported net income available to common shareholders		616			349			395

Deduct: Total share-based employee compensation expense determined under fair value based methods for all awards		(746	)		(1,199	)		(1,842	)

Pro forma income available to common shareholders	$	249,221		$	160,593		$	162,163


Income per common share:
Basic — as reported	$	2.87		$	1.91		$	2.08
Basic — pro forma	$	2.87		$	1.90		$	2.06

Diluted — as reported	$	2.82		$	1.88		$	2.05
Diluted — pro forma	$	2.82		$	1.87		$	2.03

Pro forma disclosures are not likely to be representative of the effects on reported net income for future years because of the staggered vesting periods of the options.

A summary of the Company’s share option activity, and related information for the years ended December 31, 2005, 2004 and 2003 follows:


	2005					2004					2003
				Weighted					Weighted					Weighted
				Average					Average					Average
	Options			Exercise		Options			Exercise		Options			Exercise
	(000s)			Price		(000s)			Price		(000s)			Price
Outstanding-beginning of year		3,902		$	28.26		4,453		$	26.88		5,766		$	25.89
Granted		228			41.34		292			43.07		336			31.56
Exercised		(592	)		26.74		(841	)		25.89		(1,611	)		24.26
Forfeited		(17	)		40.57		(2	)		30.31		(38	)		29.00

Outstanding-end of year		3,521		$	29.31		3,902		$	28.26		4,453		$	26.88

Exercisable at end of year		2,909		$	27.19		2,556		$	25.62		2,816		$	23.30
Weighted-average fair value of options granted during the year	$	3.86				$	3.15				$	1.91

Exercise prices for options outstanding as of December 31, 2005 ranged from $20.75 to $44.21. The weighted-average remaining contractual life of those options is 5.4 years.

Grants of 96,849, 103,918 and 115,987 restricted shares were made under the Share Incentive Plan during the years ended December 31, 2005, 2004, and 2003, respectively. These restricted shares vest ratably over a 5-year period beginning with the first anniversary date of the grant. The weighted average fair value of the restricted shares granted during the years ended December 31, 2005, 2004 and 2003 was $41.14 per share, $42.47 per share and $31.22 per share, respectively.

An additional 1,935,042, 2,309,159, and 1,241,632 common shares were reserved for issuance for future grants under the Share Incentive Plan at December 31, 2005, 2004, and 2003, respectively.

11. COMMITMENTS AND CONTINGENCIES

Substantially all of the Properties and land were subject to Phase I Environmental Assessments and when appropriate Phase II Environmental Assessments (collectively, the “Environmental Assessments”) obtained in contemplation of their acquisition by the Company. The Environmental Assessments consisted of, among other activities, a visual inspection of each Property and its neighborhood and a check of pertinent public records. The Environmental Assessments did not reveal, nor is the Company aware of, any non-compliance with environmental laws, environmental liability or other environmental claim that the Company believes would likely have a material adverse effect on the Company.

Although the Company is engaged in litigation incidental to its business, there is no legal proceeding to which it is a party which, in the opinion of management, will materially adversely affect the results of the Company’s operations.

The Company is obligated to make additional capital contributions to unconsolidated joint ventures of $2.5 million.

The Company maintains cash and cash equivalents at financial institutions. The combined account balances at each institution typically exceed FDIC insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes the risk is not significant.

12. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

A summary of quarterly results of operations for the years ended December 31, 2005 and 2004 follows. Certain 2005 and 2004 amounts have been reclassified to conform to the current presentation of discontinued operations (in thousands, except per share amounts).


	Quarter Ended
	Dec. 31,		Sept. 30,		June 30,		Mar. 31,		Dec. 31,		Sept. 30,		June 30,		Mar. 31,
	2005		2005		2005		2005		2004		2004		2004		2004
Operating revenue	$	171,888	$	169,552	$	174,026	$	165,264	$	160,863	$	157,168	$	155,729	$	154,567

Income from continuing operations		104,769		33,405		37,025		38,639		38,126		35,447		36,285		35,681

Discontinued operations		2,547		18,470		7,532		6,964		7,813		4,031		1,070		2,990

Income available to common shareholders		107,316		51,875		44,557		45,603		45,939		39,478		37,355		38,671

Income per common share — basic	$	1.22	$	0.59	$	0.51	$	0.53	$	0.54	$	0.47	$	0.44	$	0.46

Income per common share — diluted	$	1.20	$	0.58	$	0.51	$	0.52	$	0.53	$	0.46	$	0.44	$	0.45

13. SEGMENT INFORMATION

The Company operates its portfolio of properties primarily throughout the Mid-Atlantic, Southeastern and Midwestern United States. Additionally, the Company owns certain assets in the United Kingdom. The Company reviews the performance of the portfolio on a geographical basis, as such, the following regions are considered the Company’s reportable segments:


Reportable Segments		Markets
Delaware Valley		Southeastern Pennsylvania; New Jersey
Midwest		Lehigh Valley, Pennsylvania; Michigan; Minnesota; Milwaukee/Chicago
Mid-Atlantic		Maryland; Piedmont Triad, NC; Greenville, SC; Richmond; Virginia Beach
Florida		Jacksonville; Orlando; Boca Raton; Tampa; Texas
United Kingdom		County of Kent

The Company’s reportable segments are distinct business units which are each managed separately in order to concentrate market knowledge within a geographic area. Within these reportable segments, the Company derives its revenues from its two product types: industrial properties and office properties.

The Company evaluates performance of the reportable segments based on property level operating income, which is calculated as rental revenue and operating expense reimbursement less rental property expenses and real estate taxes. The accounting policies of the reportable segments are the same as those for the Company on a consolidated basis. The operating information by segment is as follows (in thousands):

FOR THE YEAR ENDED DECEMBER 31, 2005


	Delaware Valley				Midwest
	Southeastern				Lehigh				Mid-				United
	Pennsylvania		Other		Valley		Other		Atlantic		Florida		Kingdom		Total
Operating revenue	$	194,710	$	38,774	$	89,155	$	119,723	$	120,892	$	97,145	$	20,331	$	680,730
Rental property expenses and real estate taxes		56,908		13,864		23,155		44,676		37,460		31,959		3,681		211,703


Property level operating income	$	137,802	$	24,910	$	66,000	$	75,047	$	83,432	$	65,186	$	16,650		469,027


Interest and other income																8,622
Interest expense																(129,617	)
General and administrative																(38,138	)
Depreciation and amortization																(146,526	)


Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures																163,368
Gain on property dispositions																84,295
Income taxes																(14,827	)
Minority interest																(21,538	)
Equity in earnings of unconsolidated joint ventures																2,540
Discontinued operations net of minority interest																35,513


Income available to common shareholders															$	249,351

FOR THE YEAR ENDED DECEMBER 31, 2004


	Delaware Valley				Midwest
	Southeastern				Lehigh				Mid-				United
	Pennsylvania		Other		Valley		Other		Atlantic		Florida		Kingdom		Total
Operating revenue	$	184,704	$	33,643	$	75,427	$	113,347	$	114,307	$	87,165	$	19,734	$	628,327
Rental property expenses and real estate taxes		53,335		11,616		20,497		42,113		32,699		27,386		3,168		190,814


Property level operating income	$	131,369	$	22,027	$	54,930	$	71,234	$	81,608	$	59,779	$	16,566		437,513


Interest and other income																7,290
Interest expense																(116,630	)
General and administrative																(33,759	)
Depreciation and amortization																(129,298	)


Income before property dispositions, income taxes, minority interest and equity in loss of unconsolidated joint ventures																165,116
Gain on property dispositions																496
Income taxes																(1,820	)
Minority interest																(17,478	)
Equity in loss of unconsolidated joint ventures																(775	)
Discontinued operations net of minority interest																15,904


Income available to common shareholders															$	161,443

FOR THE YEAR ENDED DECEMBER 31, 2003


	Delaware Valley				Midwest
	Southeastern				Lehigh				Mid-				United
	Pennsylvania		Other		Valley		Other		Atlantic		Florida		Kingdom		Total
Operating revenue	$	183,110	$	32,725	$	67,902	$	112,355	$	103,105	$	82,312	$	12,377	$	593,886
Rental property expenses and real estate taxes		51,950		10,878		17,295		40,616		28,648		24,602		2,250		176,239


Property level operating income	$	131,160	$	21,847	$	50,607	$	71,739	$	74,457	$	57,710	$	10,127		417,647


Interest and other income																8,285
Interest expense																(117,754	)
General and administrative																(28,316	)
Depreciation and amortization																(116,557	)


Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures																163,305
Gain on property dispositions																447
Income taxes																(2,326	)
Minority interest																(19,795	)
Equity in earnings of unconsolidated joint ventures																1,744
Discontinued operations net of minority interest																20,235
Income available to common shareholders															$	163,610


Product Type Information	Real Estate Related Revenues
	Year Ended December 31,
	2005		2004		2003
Industrial	$	285,894	$	262,529	$	246,247
Office		394,836		365,798		347,639


Total operating revenue	$	680,730	$	628,327	$	593,886

ROLLFORWARD OF OPERATING REAL ESTATE ASSETS BY REPORTABLE SEGMENT


	Delaware Valley						Midwest
	Southeastern						Lehigh						Mid-						United
	Pennsylvania			Other			Valley			Other			Atlantic			Florida			Kingdom			Total
January 1, 2005	$	1,020,714		$	193,784		$	566,194		$	800,611		$	828,809		$	659,775		$	169,304		$	4,239,191
Additions		44,071			15,191			84,698			115,619			115,341			37,796			10,832			423,548
Dispositions		(4,587	)		(21,953	)		(5,987	)		(26,842	)		(30,415	)		(42,214	)		(170,298	)		(302,296	)


December 31, 2005	$	1,060,198		$	187,022		$	644,905		$	889,388		$	913,735		$	655,357		$	9,838			4,360,443


Accumulated depreciation																							(748,818	)
Development in progress																							324,924
Land held for development																							158,653
Assets held for sale, net																							12,654
Other assets																							389,673


Total assets at December 31, 2005																						$	4,497,529

ROLLFORWARD OF OPERATING REAL ESTATE ASSETS BY REPORTABLE SEGMENT


	Delaware Valley						Midwest
	Southeastern						Lehigh					Mid-					United
	Pennsylvania			Other			Valley		Other			Atlantic		Florida			Kingdom		Total
January 1, 2004	$	1,014,562		$	164,224		$	446,738	$	778,036		$	739,202	$	608,089		$	159,067	$	3,909,918
Additions		29,824			31,082			119,456		35,484			89,607		55,667			10,237		371,357
Dispositions		(23,672	)		(1,522	)		—		(12,909	)		—		(3,981	)		—		(42,084	)


December 31, 2004	$	1,020,714		$	193,784		$	566,194	$	800,611		$	828,809	$	659,775		$	169,304		4,239,191


Accumulated depreciation																				(692,649	)
Development in progress																				81,099
Land held for development																				171,122
Assets held for sale, net																				12,799
Other assets																				351,265


Total assets at December 31, 2004																			$	4,162,827

14. SFAS NO. 144, “ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS”

Discontinued Operations

In accordance with SFAS No. 144 net income and gain/(loss) on disposition of real estate for properties sold and held for sale are reflected in the accompanying consolidated statements of operations as discontinued operations. The proceeds from dispositions of Operating Properties were $200.9 million and $51.1 million for the years ended December 31, 2005 and 2004, respectively.

The held for sale properties consist of four properties totaling 132,000 square feet in the Company’s Mid-Atlantic segment. The properties held for sale as of December 31, 2005 were sold in January 2006.

Below is a summary of the results of operations of the properties disposed of and held for sale through the respective disposition dates (in thousands):


	December 31,
	2005			2004			2003
Revenues	$	12,352		$	26,513		$	28,888
Operating expenses		(3,822	)		(6,439	)		(6,549	)
Interest expense		(5,811	)		(7,867	)		(6,579	)
Depreciation and amortization		(3,694	)		(7,217	)		(6,545	)


Income before property dispositions and minority interest	$	(975	)	$	4,990		$	9,215

Sales of land and development properties and Properties in Operation where the Company has continuing involvement, are reflected as a component of income from continuing operations.

Interest expense is allocated to discontinued operations as permitted under EITF 87-24, “Allocation of Interest to Discontinued Operations,” and have included such interest expense in computing net income from discontinued operations. The allocation of interest expense to discontinued operations was based on the ratio of net assets sold (without continuing involvement) or held for sale to the sum of total net assets plus consolidated debt.

Asset Impairment

In accordance with SFAS No. 144, during the years ended December 31, 2005 and 2004, the Company recognized impairment losses of $5.3 million and $1.4 million, respectively. The 2005 impairment loss of $5.3 million was related to a portfolio of operating properties equaling 615,000 square feet in the Midwest – other segment. The 2004 impairment loss of $1.4 million was on a parcel of land in the Midwest – other segment. Asset impairments are included in the caption gain on property dispositions as a component of income from continuing operations. The Company determined this impairment through a comparison of the aggregate future undiscounted cash flows (including quoted offer prices) to be generated by the properties to the carrying value of the properties. The Company has evaluated each of the properties and land held for development and has determined that there are no additional valuation adjustments necessary at December 31, 2005.

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized										Date of
									Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
1501 Perryman Road	Aberdeen, MD	$	—		$	5,813,324	$	18,874,059	$	84	$	5,813,080	$	18,874,387	$	24,687,467	$	—		2005	40 yrs.
2196 Avenue C	Allentown, PA		—			101,159		—		1,347,970		107,307		1,341,822		1,449,129		704,986		1980	40 yrs.
2202 Hanger Place	Allentown, PA			*		137,439		—		1,341,155		138,127		1,340,466		1,478,594		785,363		1981	40 yrs.
7437 Industrial Boulevard	Allentown, PA		—			717,488		5,022,413		1,872,180		726,651		6,885,429		7,612,080		2,223,838		1976	40 yrs.
7339 Industrial Boulevard	Allentown, PA			*		1,187,776		—		6,049,516		1,197,447		6,039,845		7,237,293		1,605,166		1996	40 yrs.
400 Nestle Way	Allentown, PA		24,080,572			8,065,500		—		26,870,897		8,184,096		26,752,301		34,936,397		6,429,317		1997	40 yrs.
7248 Industrial Boulevard	Allentown, PA		—			2,670,849		13,307,408		1,097,573		2,670,673		14,405,156		17,075,829		3,351,205		1988	40 yrs.
700 Nestle Way	Allentown, PA		—			3,473,120		—		18,085,441		4,174,970		17,383,591		21,558,561		3,503,834		1998	40 yrs.
7562 Penn Drive	Allentown, PA		—			269,614		844,069		131,443		269,614		975,512		1,245,126		202,120		1989	40 yrs.
7277 Williams Avenue	Allentown, PA		—			462,964		1,449,009		315,821		463,123		1,764,671		2,227,794		442,488		1989	40 yrs.
7355 Williams Avenue	Allentown, PA		—			489,749		1,658,091		304,294		489,749		1,962,385		2,452,134		407,004		1998	40 yrs.
794 Roble Road	Allentown, PA		—			1,147,541		6,088,041		1,125,815		1,147,541		7,213,857		8,361,398		1,564,453		1985	40 yrs.
6923 Schantz Spring Road	Allentown, PA			*		1,127,805		3,309,132		348,419		1,127,805		3,657,551		4,785,355		722,630		1993	40 yrs.
7132 Daniels Drive	Allentown, PA		—			1,623,326		3,464,626		4,070,191		1,695,610		7,462,532		9,158,142		1,375,466		1988	40 yrs.
8014 Industrial Boulevard	Allentown, PA		—			4,019,258		—		9,440,262		3,645,117		9,814,403		13,459,520		1,782,189		1999	40 yrs.
705 Boulder Drive	Allentown, PA		—			4,484,096		—		14,852,439		4,486,836		14,849,699		19,336,535		2,012,358		2001	40 yrs.
651 Boulder Drive	Allentown, PA		—			4,308,646		—		13,280,682		4,308,646		13,280,682		17,589,328		2,219,533		2000	40 yrs.
8150 Industrial Boulevard	Allentown, PA		—			2,564,167		—		8,703,838		2,571,466		8,696,539		11,268,005		1,114,060		2002	40 yrs.
8250 Industrial Boulevard	Allentown, PA		—			1,025,667		—		5,214,510		1,035,854		5,204,323		6,240,177		480,968		2002	40 yrs.
650 Boulder Drive	Allentown, PA		—			5,208,248		—		19,527,776		5,242,478		19,493,547		24,736,024		1,597,932		2002	40 yrs.
650 Boulder Drive Expansion	Allentown, PA		—			2,861,715		—		9,015,365		4,719,311		7,157,769		11,877,080		223,811		2001	40 yrs.
7165 Ambassador Drive	Allentown, PA		—			792,999		—		4,533,868		804,848		4,522,019		5,326,867		442,696		2002	40 yrs.
835 W Hamilton Street	Allentown, PA		—			—		—		59,269,393		1,233,597		58,035,796		59,269,393		4,284,836		2004	40 yrs.
200 Boulder Drive	Allentown, PA		—			4,722,683		18,922,645		178,925		4,722,683		19,101,570		23,824,253		593,798		2004	40 yrs.
250 Boulder Drive	Allentown, PA		—			2,600,622		12,099,145		130,329		2,600,622		12,229,474		14,830,096		381,617		2004	40 yrs.
6560 Stonegate Drive	Allentown, PA			*		458,281		—		2,411,971		458,945		2,411,307		2,870,252		992,783		1989	40 yrs.
6370 Hedgewood Drive	Allentown, PA		942,053			540,795		—		3,233,886		541,459		3,233,222		3,774,681		1,242,135		1990	40 yrs.
6390 Hedgewood Drive	Allentown, PA		—			707,203		—		2,801,290		707,867		2,800,625		3,508,493		1,216,709		1990	40 yrs.
6350 Hedgewood Drive	Allentown, PA		1,158,301			360,027		—		3,458,418		560,691		3,257,754		3,818,445		1,297,997		1989	40 yrs.
6330 Hedgewood Drive	Allentown, PA		—			531,268		—		4,905,648		532,047		4,904,869		5,436,916		2,171,204		1988	40 yrs.
6580 Snowdrift Road	Allentown, PA			*		388,328		—		3,284,907		389,081		3,284,155		3,673,235		1,326,388		1988	40 yrs.
6540 Stonegate Drive	Allentown, PA		1,458,938			422,042		—		3,893,307		422,730		3,892,620		4,315,349		1,687,429		1988	40 yrs.
974 Marcon Boulevard	Allentown, PA		—			143,500		—		2,462,419		144,248		2,461,672		2,605,919		1,083,837		1987	40 yrs.
964 Marcon Boulevard	Allentown, PA		—			138,816		—		1,667,008		139,480		1,666,344		1,805,824		837,998		1985	40 yrs.
764 Roble Road	Allentown, PA		—			141,069		—		864,405		141,746		863,728		1,005,474		415,161		1985	40 yrs.
3174 Airport Road	Allentown, PA		—			98,986		—		1,155,913		98,986		1,155,913		1,254,899		689,117		1979	40 yrs.
2201 Hanger Place	Allentown, PA		—			128,454		—		1,869,709		129,142		1,869,021		1,998,163		984,040		1987	40 yrs.
954 Marcon Boulevard	Allentown, PA		—			103,665		—		1,110,937		104,453		1,110,149		1,214,602		551,293		1981	40 yrs.
754 Roble Road	Allentown, PA		—			162,115		1,731,885		186,641		163,735		1,916,906		2,080,641		608,794		1986	40 yrs.
894 Marcon Boulevard	Allentown, PA		—			117,134		1,048,866		321,307		118,304		1,369,003		1,487,307		340,905		1986	40 yrs.
744 Roble Road	Allentown, PA		—			159,771		1,734,229		270,068		161,371		2,002,697		2,164,068		612,315		1986	40 yrs.
944 Marcon Boulevard	Allentown, PA		—			118,521		1,435,479		433,413		119,711		1,867,702		1,987,413		566,716		1986	40 yrs.
6520 Stonegate Drive	Allentown, PA		—			453,315		—		1,795,242		484,361		1,764,196		2,248,557		511,996		1996	40 yrs.
2041 Avenue C	Allentown, PA			*		213,599		1,095,217		83,135		213,879		1,178,072		1,391,951		324,353		1990	40 yrs.
7144 Daniels Drive	Allentown, PA		—			2,390,217		2,342,761		3,721,684		1,579,169		6,875,493		8,454,662		1,678,004		1975	40 yrs.
7620 Cetronia Road	Allentown, PA		—			1,091,806		3,851,456		353,007		1,093,724		4,202,545		5,296,269		1,258,767		1990	40 yrs.
939 Marcon Boulevard	Allentown, PA			*		2,220,414		4,524,393		858,451		2,220,548		5,382,710		7,603,257		1,434,359		1980	40 yrs.
180,190 Cochrane Drive	Annapolis, MD		—			3,670,256		—		20,870,918		3,752,293		20,788,881		24,541,174		7,864,852		1988	40 yrs.
10430 Lakeridge Parkway	Ashland, VA		—			421,267		3,770,870		282,587		421,267		4,053,457		4,474,724		824,454		1989	40 yrs.
10456 Lakeridge Parkway	Ashland, VA		—			409,261		3,663,754		418,398		409,261		4,082,152		4,491,413		857,776		1991	40 yrs.
2453 Prospect Street	Aurora, IL		—			1,780,395		6,608,091		435,893		1,563,076		7,261,304		8,824,379		1,484		2004	40 yrs.
1000 Bilter Road	Aurora, IL		—			5,136,177		22,491,870		1,902,155		5,120,004		24,410,199		29,530,202		590,155		2005	40 yrs.
101-121 N Raddant Road	Batavia, IL		6,130,347			986,912		9,984,405		46,363		986,912		10,030,769		11,017,681		585,008		2003	40 yrs.
1070 Swanson + 506-530 Kingsland	Batavia, IL		7,884,881			1,100,812		11,135,499		36,314		1,100,812		11,171,813		12,272,625		651,403		2003	40 yrs.
900 Douglas Road	Batavia, IL		—			308,586		3,116,469		9,635		308,586		3,126,104		3,434,690		182,278		2003	40 yrs.
4606 Richlynn Drive	Belcamp, MD		—			299,600		1,818,861		712,787		299,600		2,531,649		2,831,249		404,490		1985	40 yrs.
41199 Van Born Road	Bellville, MI		—			1,829,396		6,765,015		8,133		1,829,396		6,773,148		8,602,543		—		2005	40 yrs.
41133 Van Born Road	Bellville, MI		—			1,829,560		6,454,755		94,444		1,829,560		6,549,199		8,378,759		—		2005	40 yrs.
1655 Valley Center Parkway	Bethlehem, PA		—			214,431		—		1,994,597		215,095		1,993,932		2,209,028		866,099		1993	40 yrs.
100 Brodhead Road	Bethlehem, PA			*		429,416		2,919,588		725,250		429,456		3,644,798		4,074,254		906,161		1990	40 yrs.
1455 Valley Center Parkway	Bethlehem, PA		—			670,290		—		3,732,375		545,172		3,857,492		4,402,665		1,611,685		1997	40 yrs.
1640 Valley Center Parkway	Bethlehem, PA		—			359,000		—		2,412,280		190,728		2,580,553		2,771,280		1,044,485		1996	40 yrs.
1650 Valley Center Parkway	Bethlehem, PA		—			359,000		—		2,212,500		188,896		2,382,604		2,571,500		872,451		1997	40 yrs.

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


								Costs
								Capitalized											Date of
								Subsequent			Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
				Initial Cost				to			Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances		Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
1660 Valley Center Parkway	Bethlehem, PA		—		359,000		—		2,257,716			188,721		2,427,995		2,616,716		672,667		1998	40 yrs.
83 South Commerce Way	Bethlehem, PA		—		143,661		888,128		513,515			212,744		1,332,560		1,545,304		440,910		1989	40 yrs.
85 South Commerce Way	Bethlehem, PA		—		236,708		987,949		157,065			237,078		1,144,644		1,381,722		281,971		1989	40 yrs.
87 South Commerce Way	Bethlehem, PA		—		253,886		1,062,881		217,298			253,886		1,280,179		1,534,065		336,003		1989	40 yrs.
89 South Commerce Way	Bethlehem, PA		—		320,000		—		2,003,316			367,706		1,955,611		2,323,316		620,848		1998	40 yrs.
95 Highland Avenue	Bethlehem, PA		—		430,593		3,182,080		1,387,950			430,593		4,570,029		5,000,623		1,067,777		1985	40 yrs.
1525 Valley Center Parkway	Bethlehem, PA		—		475,686		—		7,753,820			804,104		7,425,402		8,229,506		1,670,311		1999	40 yrs.
74 West Broad Street	Bethlehem, PA		—		1,096,127		—		13,350,023			1,099,079		13,347,071		14,446,150		1,877,308		2002	40 yrs.
1605 Valley Center Parkway	Bethlehem, PA		—		729,751		—		10,808,550			1,766,196		9,772,105		11,538,301		1,104,687		2000	40 yrs.
3400 High Point Boulevard	Bethlehem, PA		—		298,227		—		3,047,434			662,809		2,682,852		3,345,661		284,945		2002	40 yrs.
1495 Valley Center Parkway	Bethlehem, PA		—		434,640		—		3,803,574			435,303		3,802,911		4,238,214		1,391,226		1990	40 yrs.
1550 Valley Center Parkway	Bethlehem, PA		—		196,954		—		3,437,457			197,700		3,436,711		3,634,411		1,328,963		1988	40 yrs.
1560 Valley Center Parkway	Bethlehem, PA		—		240,069		—		4,413,646			240,732		4,412,983		4,653,715		1,872,674		1988	40 yrs.
1510 Valley Center Parkway	Bethlehem, PA		—		312,209		—		3,753,072			312,873		3,752,408		4,065,281		1,566,332		1988	40 yrs.
1530 Valley Center Parkway	Bethlehem, PA		—		211,747		—		2,987,198			212,492		2,986,453		3,198,945		1,135,268		1988	40 yrs.
57 South Commerce Way	Bethlehem, PA		—		390,839		2,701,161		662,728			395,459		3,359,269		3,754,728		1,000,978		1986	40 yrs.
1685 Valley Center Parkway	Bethlehem, PA		—		244,029		—		2,280,697			198,482		2,326,244		2,524,726		739,638		1996	40 yrs.
6601-6625 W. 78th Street	Bloomington, MN		—		2,263,060		—		38,629,236			2,310,246		38,582,050		40,892,296		6,929,276		1998	40 yrs.
4801 West 81st Street	Bloomington, MN		—		1,624,701		2,494,368		648,314			1,624,701		3,142,681		4,767,383		724,405		1984	40 yrs.
8100 Cedar Avenue	Bloomington, MN		—		501,313		3,675,416		971,824			501,313		4,647,240		5,148,553		1,001,604		1983	40 yrs.
6161 Green Valley Drive	Bloomington, MN		—		740,378		3,311,602		732,919			741,194		4,043,704		4,784,898		642,225		1992	40 yrs.
10801 Nesbitt Avenue South	Bloomington, MN		—		784,577		—		4,105,182			786,382		4,103,377		4,889,759		797,154		2001	40 yrs.
5775 West Old Shakopee Road	Bloomington, MN		—		2,052,018		3,849,649		3,288,993			2,060,644		7,130,015		9,190,660		2,054,843		2002	40 yrs.
5715 Old Shakopee Road West	Bloomington, MN		—		1,263,226		2,360,782		1,953,949			1,264,758		4,313,199		5,577,958		592,805		2002	40 yrs.
5735 Old Shakopee Road West	Bloomington, MN		—		1,263,226		2,360,782		1,089,483			1,264,758		3,448,732		4,713,491		338,168		2002	40 yrs.
1701 Clint Moore Boulevard	Boca Raton, FL		—		1,430,884		3,043,553		643,990			1,430,937		3,687,490		5,118,427		721,615		1985	40 yrs.
951 Broken Sound Parkway	Boca Raton, FL		—		1,426,251		6,098,952		845,468			1,426,251		6,944,420		8,370,670		1,775,105		1986	40 yrs.
777 Yamato Road	Boca Raton, FL		—		4,101,247		16,077,347		4,729,322			4,501,247		20,406,669		24,907,916		4,270,586		1987	40 yrs.
1801 Clint Moore Road	Boca Raton, FL		—		1,065,068		4,481,644		462,220			1,065,068		4,943,864		6,008,933		1,060,278		1986	40 yrs.
400 Boulder Drive	Breinigsville, PA		—		—		—		13,252,051			2,865,575		10,386,476		13,252,051		368,063		2003	40 yrs.
860 Nestle Way	Breinigsville, PA		—		8,118,881		18,885,486		1,390,794			8,118,881		20,276,280		28,395,161		167,113		2004	40 yrs.
602 Heron Drive	Bridgeport, NJ		—		524,728		2,240,478		7,650			524,728		2,248,128		2,772,856		435,284		1996	40 yrs.
245 Executive Drive	Brookfield, WI		—		577,067		5,197,903		2,517,341			577,067		7,715,244		8,292,311		1,171,101		1984	40 yrs.
16620-16650 W Bluemound Road	Brookfield, WI		—		586,665		4,289,907		641,920			586,665		4,931,828		5,518,492		790,717		1999	40 yrs.
15800 West Bluemound Road	Brookfield, WI		—		1,289,204		8,128,035		1,263,239			1,306,811		9,373,667		10,680,478		1,030,788		1994	40 yrs.
20700 Swenson Drive	Brookfield, WI		—		830,008		12,276,445		209,223			830,008		12,485,668		13,315,676		44,449		2005	40 yrs.
20800 Swenson Drive	Brookfield, WI		—		1,023,466		10,729,219		345,767			1,023,466		11,074,986		12,098,451		38,883		2005	40 yrs.
20935 Swenson Drive	Brookfield, WI		—		571,389		10,238,547		174,635			571,389		10,413,181		10,984,570		37,151		2005	40 yrs.
20975 Swenson Drive	Brookfield, WI		—		675,422		8,910,651		412,619			677,372		9,321,320		9,998,692		32,226		2005	40 yrs.
1485 W. Commerce Avenue	Carlisle, PA		—		4,249,868		13,886,039		49,205			4,253,027		13,932,086		18,185,112		348,233		2004	40 yrs.
3773 Corporate Parkway	Center Valley, PA		—		738,108		—		7,597,697			794,874		7,540,931		8,335,805		1,462,903		2001	40 yrs.
1309 Executive Boulevard	Cheaspeake, VA		—		926,125		—		5,086,632			955,374		5,057,383		6,012,757		690,591		2001	40 yrs.
1960 Cuthbert Boulevard	Cherry Hill, NJ		—		321,699		1,291,557		542,915			321,699		1,834,473		2,156,172		456,176		1985	40 yrs.
1970 Cuthbert Boulevard	Cherry Hill, NJ		—		321,699		1,291,558		233,697			321,699		1,525,255		1,846,954		283,559		1985	40 yrs.
7 Carnegie Plaza	Cherry Hill, NJ		—		2,000,000		3,493,983		3,217,287			2,005,475		6,705,794		8,711,270		208,263		2004	40 yrs.
1305 Executive Boulevard	Chesapeake, VA		—		861,020		—		4,874,601			1,129,850		4,605,771		5,735,621		527,850		2002	40 yrs.
1313 Executive Boulevard	Chesapeake, VA		—		1,180,036		—		4,629,615			1,708,050		4,101,602		5,809,652		443,799		2002	40 yrs.
500 Independence Parkway	Chesapeake, VA		3,890,463		864,150		4,427,285		66,501			866,609		4,491,328		5,357,937		228,169		2004	40 yrs.
700 Independence Parkway	Chesapeake, VA		7,204,561		1,950,375		8,273,910		(906,932	)		1,951,135		7,366,217		9,317,352		402,649		2004	40 yrs.
501 Independence Parkway	Chesapeake, VA		—		1,202,556		5,975,538		1,024,000			1,292,273		6,909,821		8,202,094		149,113		2005	40 yrs.
505 Independence Parkway	Chesapeake, VA		—		1,292,062		6,456,515		1,122,658			1,292,254		7,578,979		8,871,234		166,862		2005	40 yrs.
510 Independence Parkway	Chesapeake, VA		—		2,012,149		7,546,882		299,240			2,014,689		7,843,582		9,858,271		192,555		2005	40 yrs.
600 H P Way	Chester, VA		—		146,126		—		5,317,497			501,752		4,961,871		5,463,623		1,058,137		1997	40 yrs.
500 H P Way	Chester, VA		—		142,692		—		5,070,943			491,919		4,721,717		5,213,635		874,593		1997	40 yrs.
9101,9111,9115 Guilford Road	Columbia, MD		—		758,951		—		3,508,048			765,952		3,501,047		4,266,999		1,831,843		1984	40 yrs.
9125,9135,9145 Guilford Road	Columbia, MD		—		900,154		—		5,689,577			920,439		5,669,293		6,589,731		3,246,973		1983	40 yrs.
7178-80 Columbia Gateway	Columbia, MD		—		1,569,237		4,786,887		1,607,974			1,571,105		6,392,992		7,964,098		1,953,105		1987	40 yrs.
9770 Patuxent Woods Drive	Columbia, MD		—		341,663		3,033,309		142,055			341,663		3,175,364		3,517,027		677,183		1986	40 yrs.
9780 Patuxent Woods Drive	Columbia, MD		—		218,542		1,940,636		125,207			218,542		2,065,843		2,284,384		435,146		1986	40 yrs.
9790 Patuxent Woods Drive	Columbia, MD		—		243,791		2,164,094		183,044			243,791		2,347,138		2,590,929		599,732		1986	40 yrs.
9810 Patuxent Woods Drive	Columbia, MD		—		266,684		2,366,901		536,740			266,684		2,903,641		3,170,325		650,361		1986	40 yrs.
9800 Patuxent Woods Drive	Columbia, MD		—		299,099		2,654,069		474,398			299,099		3,128,467		3,427,567		716,219		1988	40 yrs.
9820 Patuxent Woods Drive	Columbia, MD		—		237,779		2,110,835		50,193			237,779		2,161,028		2,398,807		478,162		1988	40 yrs.

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized										Date of
									Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
9830 Patuxent Woods Drive	Columbia, MD		—			296,262		2,628,933		143,928		296,262		2,772,861		3,069,124		636,470		1986	40 yrs.
9050 Red Branch Road	Columbia, MD		—			290,950		2,577,153		718,572		290,950		3,295,725		3,586,675		616,194		1972	40 yrs.
8945-8975 Guilford Road	Columbia, MD		—			2,428,795		7,493,740		822,282		2,427,065		8,317,752		10,744,817		1,636,438		1986	40 yrs.
6250 Old Dobbin Lane	Columbia, MD		—			958,105		—		3,529,318		1,295,000		3,192,423		4,487,423		485,845		2002	40 yrs.
6200 Old Dobbin Lane	Columbia, MD		—			958,105		—		3,726,880		1,295,000		3,389,986		4,684,986		414,939		2002	40 yrs.
6210 Old Dobbin Lane	Columbia, MD		—			958,105		—		3,722,092		1,307,300		3,372,898		4,680,198		483,713		2002	40 yrs.
6250 Old Dobbin Lane	Columbia, MD		—			958,105		—		3,780,749		1,599,259		3,139,595		4,738,854		211,557		2000	40 yrs.
5950 Symphony Woods Road	Columbia, MD		—			1,462,762		11,310,187		980,190		1,467,623		12,285,517		13,753,140		1,418,071		1986	40 yrs.
5150 International Drive	Cudahy, WI		—			739,673		5,108,025		250,327		741,858		5,356,167		6,098,024		252,995		2003	40 yrs.
3255 Neil Armstrong Boulevard	Eagan, MN		—			1,131,017		—		3,393,423		1,131,017		3,393,423		4,524,441		591,576		1998	40 yrs.
6321-6325 Bury Drive	Eden Prairie, MN		—			462,876		4,151,790		301,563		462,876		4,453,353		4,916,229		1,050,521		1988	40 yrs.
7660-7716 Golden Triangle Drive	Eden Prairie, MN		—			568,706		5,115,177		2,627,196		1,289,215		7,021,864		8,311,079		2,173,542		1988	40 yrs.
7400 Flying Cloud Drive	Eden Prairie, MN		—			195,982		1,762,027		136,431		195,982		1,898,459		2,094,440		394,855		1987	40 yrs.
10301-10305 West 70th Street	Eden Prairie, MN		—			120,622		1,085,226		109,698		118,300		1,197,246		1,315,546		267,707		1984	40 yrs.
10321 West 70th Street	Eden Prairie, MN		—			145,198		1,305,700		355,229		142,399		1,663,728		1,806,127		400,559		1984	40 yrs.
10333 West 70th Street	Eden Prairie, MN		—			110,746		995,868		32,756		108,610		1,030,760		1,139,370		225,138		1984	40 yrs.
10349-10357 West 70th Street	Eden Prairie, MN		—			275,903		2,481,666		584,392		270,584		3,071,377		3,341,961		619,935		1985	40 yrs.
10365-10375 West 70th Street	Eden Prairie, MN		—			291,077		2,618,194		506,997		285,464		3,130,804		3,416,267		639,068		1985	40 yrs.
10393-10394 West 70th Street	Eden Prairie, MN		—			269,618		2,423,318		775,855		264,419		3,204,372		3,468,791		640,365		1985	40 yrs.
7078 Shady Oak Road	Eden Prairie, MN		—			343,093		3,085,795		150,672		336,481		3,243,079		3,579,560		692,034		1985	40 yrs.
10400 Viking Drive	Eden Prairie, MN		—			2,912,391		—		22,662,863		2,938,372		22,636,882		25,575,254		4,954,367		1999	40 yrs.
7695-7699 Anagram Drive	Eden Prairie, MN		—			760,525		3,254,758		605,146		760,525		3,859,903		4,620,429		675,192		1997	40 yrs.
7800 Equitable Drive	Eden Prairie, MN		—			2,188,525		3,788,762		95,205		2,188,525		3,883,967		6,072,492		721,965		1993	40 yrs.
7905 Fuller Road	Eden Prairie, MN		—			1,229,862		4,075,167		25,345		1,230,965		4,099,409		5,330,374		730,033		1994	40 yrs.
9023 Columbine Road	Eden Prairie, MN		—			1,956,273		—		4,873,578		1,956,273		4,873,578		6,829,851		899,524		1999	40 yrs.
8967 Columbine Road	Eden Prairie, MN		—			1,450,000		—		3,575,107		1,450,000		3,575,107		5,025,107		616,893		2000	40 yrs.
7777 Golden Triangle Drive	Eden Prairie, MN		—			993,101		2,136,862		903,324		993,101		3,040,185		4,033,286		425,146		2000	40 yrs.
8937 Columbine Road	Eden Prairie, MN		—			1,325,829		—		4,287,274		1,739,966		3,873,137		5,613,103		578,525		2001	40 yrs.
7615 Smetana Lane	Eden Prairie, MN		—			1,011,517		—		8,665,025		3,000,555		6,675,988		9,676,542		1,146,158		2001	40 yrs.
8995 Columbine Road	Eden Prairie, MN		—			1,087,594		—		3,664,053		2,055,296		2,696,352		4,751,648		344,658		2001	40 yrs.
8911 Columbine Road (B2)	Eden Prairie, MN		—			916,687		—		3,608,469		1,718,407		2,806,748		4,525,156		213,862		2000	40 yrs.
8855 Columbine Road	Eden Prairie, MN		—			1,400,925		—		5,226,016		1,599,757		5,027,185		6,626,941		197,523		2000	40 yrs.
27260 Haggerty Road	Farmington Hills, MI		—			456,877		4,091,196		633,559		456,877		4,724,755		5,181,633		1,090,466		1983	40 yrs.
27200 Haggerty Road	Farmington Hills, MI		—			382,754		3,425,227		454,131		382,754		3,879,358		4,262,112		959,305		1983	40 yrs.
27280 Haggerty Road	Farmington Hills, MI		—			452,860		4,055,512		421,431		452,860		4,476,943		4,929,802		1,018,962		1983	40 yrs.
27220 Haggerty Road	Farmington Hills, MI		—			203,064		1,802,592		174,383		203,064		1,976,975		2,180,039		482,880		1985	40 yrs.
27240 Haggerty Road	Farmington Hills, MI		—			171,518		1,518,192		209,332		171,518		1,727,524		1,899,041		389,624		1985	40 yrs.
27300 Haggerty Road	Farmington Hills, MI		—			370,378		3,311,366		663,297		370,378		3,974,663		4,345,042		795,677		1985	40 yrs.
26442-26450 Haggerty Road	Farmington Hills, MI		—			237,687		2,143,478		151,776		237,691		2,295,251		2,532,941		468,876		1988	40 yrs.
26500 Haggerty Road	Farmington Hills, MI		—			311,093		2,791,804		433,197		311,097		3,224,997		3,536,094		636,041		1986	40 yrs.
26650 Haggerty Road	Farmington Hills, MI		—			173,166		1,562,704		142,562		173,170		1,705,262		1,878,432		334,224		1988	40 yrs.
26700 Haggerty Road	Farmington Hills, MI		—			253,338		2,290,696		103,104		253,341		2,393,797		2,647,138		479,514		1986	40 yrs.
26750 Haggerty Road	Farmington Hills, MI		—			292,717		2,638,688		249,370		292,720		2,888,055		3,180,775		678,657		1988	40 yrs.
26800 Haggerty Road	Farmington Hills, MI		—			175,489		1,583,362		243,144		175,492		1,826,503		2,001,995		435,691		1986	40 yrs.
26842-26850 Haggerty Road	Farmington Hills, MI		—			239,606		2,160,470		347,508		239,609		2,507,974		2,747,584		631,875		1988	40 yrs.
26600 Haggerty Road	Farmington Hills, MI		—			455,846		—		2,910,598		537,693		2,828,750		3,366,444		682,893		1999	40 yrs.
26550 Haggerty Road	Farmington Hills, MI		—			368,083		—		2,646,871		535,179		2,479,775		3,014,954		600,743		2000	40 yrs.
32991 Hamilton Court	Farmington Hills, MI		—			1,065,392		3,627,675		1,151,817		1,065,392		4,779,492		5,844,884		535,720		1989	40 yrs.
7028 Snowdrift Road	Fogelville, PA		—			520,473		959,279		260,567		524,390		1,215,930		1,740,319		212,044		1982	40 yrs.
414 Commerce Drive	Fort Washington, PA		—			1,267,194		2,217,460		151,499		1,267,937		2,368,216		3,636,153		—		2004	40 yrs.
275 Commerce Drive	Fort Washington, PA		—			1,775,894		2,160,855		121,017		1,789,023		2,268,742		4,057,766		—		2005	40 yrs.
1250 Virginia Drive	Fort Washington, PA		—			1,639,166		1,928,574		92,973		1,650,456		2,010,257		3,660,713		—		2005	40 yrs.
106 Southchase Boulevard	Fountain Inn, SC		—			201,944		—		5,124,478		703,280		4,623,142		5,326,422		9,821		2005	40 yrs.
9601 Cosner Drive	Fredericksburg, VA		—			475,262		3,917,234		214,221		475,262		4,131,454		4,606,716		1,071,091		1995	40 yrs.
5410 - 5430 Northwest 33rd Avenue	Ft. Lauderdale, FL		—			603,776		4,176,238		1,027,286		625,111		5,182,189		5,807,300		1,113,938		1985	40 yrs.
6500 NW 12th Avenue	Ft. Lauderdale, FL		—			7,099		3,046,309		243,266		—		3,296,674		3,296,674		767,686		1989	40 yrs.
6600 NW 12th Avenue	Ft. Lauderdale, FL		—			7,102		3,047,462		458,816		—		3,513,380		3,513,380		793,835		1989	40 yrs.
4880 Cox Road	Glen Allen, VA			*		743,898		4,499,807		1,168,482		743,898		5,668,289		6,412,187		1,040,769		1995	40 yrs.
5000 Cox Road	Glen Allen, VA		—			770,214		3,685,248		334,094		771,029		4,018,528		4,789,556		974,447		1990	40 yrs.
5500 Cox Road	Glen Allen, VA		—			443,485		—		2,743,086		483,263		2,703,308		3,186,571		662,748		1999	40 yrs.
4801 Cox Road	Glen Allen, VA		—			1,072,896		—		10,165,699		1,075,620		10,162,975		11,238,595		1,941,101		1998	40 yrs.
4198 Cox Road	Glen Allen, VA		—			670,292		3,839,245		939,693		670,292		4,778,938		5,449,229		1,120,326		1984	40 yrs.
4510 Cox Road	Glen Allen, VA		—			1,010,024		7,151,729		1,663,136		1,010,044		8,814,845		9,824,889		2,112,992		1990	40 yrs.

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized										Date of
									Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
4121 Cox Road	Glen Allen, VA		—			1,083,006		6,035,653		422,899		1,083,006		6,458,552		7,541,558		222,712		2004	40 yrs.
200 Centreport Drive	Greensboro, NC			*		331,400		3,768,600		617,010		332,017		4,384,994		4,717,010		1,338,420		1986	40 yrs.
101 Centreport Drive	Greensboro, NC		—			826,237		—		7,973,119		826,237		7,973,119		8,799,355		1,690,873		1998	40 yrs.
7736 McCloud Road	Greensboro, NC		—			591,795		5,895,312		619,040		591,795		6,514,352		7,106,147		1,315,174		1986	40 yrs.
4300 Federal Drive Expansion	Greensboro, NC		—			—		—		463,523		—		463,523		463,523		20,770		2003	40 yrs.
202 Centreport Drive	Greensboro, NC			*		549,948		5,360,462		700,556		549,679		6,061,286		6,610,965		1,793,553		1990	40 yrs.
420 Park Avenue	Greenville, SC			*		522,548		2,730,261		960,232		522,548		3,690,493		4,213,041		993,177		1986	40 yrs.
One Independence Pointe	Greenville, SC		—			780,881		6,199,230		6,280,623		784,617		12,476,117		13,260,734		1,818,151		1982	40 yrs.
55 Beattie Place	Greenville, SC		—			2,643,105		23,439,801		9,599,090		2,645,238		33,036,758		35,681,996		5,890,713		1986	40 yrs.
75 Beattie Place	Greenville, SC			*		2,406,646		17,400,939		1,622,607		2,408,577		19,021,615		21,430,192		4,083,670		1987	40 yrs.
15 Brendan Way	Greenville, SC		—			614,192		3,012,019		1,265,102		614,192		4,277,121		4,891,313		1,284,775		1988	40 yrs.
4 Independence Pointe	Greenville, SC		—			—		—		3,509,503		467,438		3,042,065		3,509,503		463,107		2002	40 yrs.
5 Independence Pointe	Greenville, SC		—			—		—		3,286,404		467,438		2,818,966		3,286,404		507,478		2002	40 yrs.
200 Southchase Boulevard	Greenville, SC		—			512,911		—		6,273,615		515,542		6,270,984		6,786,525		322,423		2003	40 yrs.
6 Independence Pointe	Greenville, SC		—			—		—		3,061,966		545,698		2,516,268		3,061,966		115,829		2003	40 yrs.
1 Enterprise Parkway	Hampton, VA		—			974,675		5,579,869		799,060		974,675		6,378,929		7,353,604		1,521,211		1987	40 yrs.
22 Enterprise Parkway	Hampton, VA		—			1,097,368		6,760,778		830,894		1,097,368		7,591,672		8,689,040		1,820,507		1990	40 yrs.
5 Manhattan Square	Hampton, VA		—			207,368		—		1,663,695		212,694		1,658,368		1,871,063		374,309		1999	40 yrs.
21 Enterprise Parkway	Hampton, VA		454,608			263,668		8,167,118		464,956		265,719		8,630,024		8,895,743		1,095,055		1999	40 yrs.
521 Butler Farm Road	Hampton, VA		—			750,769		2,911,149		160,297		710,486		3,111,728		3,822,215		175,244		2003	40 yrs.
7317 Parkway Drive	Hanover, MD		—			1,104,359		1,959,671		79,319		1,104,359		2,038,990		3,143,349		372,288		1983	40 yrs.
500 McCarthy Drive	Harrisburg, PA		—			5,194,872		19,991,436		4,099,799		5,687,013		23,599,094		29,286,107		320,900		2005	40 yrs.
4170 Mendenhall Oaks Parkway	High Point , NC		—			143,699		—		2,205,698		373,502		1,975,894		2,349,397		487,978		1999	40 yrs.
4180 Mendenhall Oaks Parkway	High Point , NC		—			121,329		—		1,834,221		315,614		1,639,936		1,955,550		422,342		1999	40 yrs.
4050 Piedmont Parkway	High Point , NC		—			801,902		—		19,441,413		2,042,159		18,201,156		20,243,315		3,264,385		1998	40 yrs.
4523 Green Point Drive	High Point, NC		—			234,564		—		2,403,961		235,698		2,402,827		2,638,525		977,437		1988	40 yrs.
4501 Green Point Drive	High Point, NC		—			319,289		—		2,553,785		320,450		2,552,624		2,873,074		1,052,143		1989	40 yrs.
4500 Green Point Drive	High Point, NC		—			230,622		—		2,328,582		231,692		2,327,513		2,559,204		1,007,744		1989	40 yrs.
2427 Penny Road	High Point, NC		—			1,165,664		—		3,467,001		655,240		3,977,424		4,632,665		1,488,176		1990	40 yrs.
4524 Green Point Drive	High Point, NC			*		182,810		—		2,344,143		183,888		2,343,064		2,526,953		952,091		1989	40 yrs.
4328, 4336 Federal Drive	High Point, NC		5,014,776			521,122		—		7,237,290		825,092		6,933,319		7,758,412		3,022,263		1995	40 yrs.
4344 Federal Drive	High Point, NC			*		484,001		—		2,728,066		173,623		3,038,445		3,212,068		883,683		1996	40 yrs.
4000 Piedmont Parkway	High Point, NC			*		592,885		4,825,615		726,684		597,368		5,547,816		6,145,185		1,548,882		1989	40 yrs.
4380 Federal Drive	High Point, NC		—			282,996		—		2,210,549		283,368		2,210,177		2,493,545		659,365		1997	40 yrs.
4388 Federal Drive	High Point, NC		—			143,661		—		1,225,791		132,655		1,236,797		1,369,452		395,409		1997	40 yrs.
4160 Mendenhall Oaks Parkway	High Point, NC		—			285,882		—		3,351,143		545,627		3,091,398		3,637,025		587,826		1998	40 yrs.
4194 Mendenhall Oaks Parkway	High Point, NC		—			102,372		—		2,580,368		265,991		2,416,749		2,682,740		556,232		1999	40 yrs.
4196 Mendenhall Oaks Parkway	High Point, NC		—			66,731		—		2,241,658		173,889		2,134,500		2,308,389		637,482		1999	40 yrs.
4300 Federal Drive	High Point, NC		—			264,038		—		1,626,937		276,038		1,614,937		1,890,975		294,402		1998	40 yrs.
4135 Mendenall Oaks Parkway	High Point, NC		—			499,500		—		2,811,431		500,980		2,809,951		3,310,931		474,890		2000	40 yrs.
4183 Eagle Hill Drive	High Point, NC		—			122,203		—		3,748,139		526,266		3,344,076		3,870,342		914,771		2001	40 yrs.
4189 Eagle Hill Drive	High Point, NC		—			100,106		—		3,429,622		431,106		3,098,622		3,529,728		594,341		2001	40 yrs.
4020 Meeting Way	High Point, NC		—			94,232		—		1,682,549		378,101		1,398,680		1,776,781		278,138		2001	40 yrs.
1400 Mendenhall Oaks Parkway	High Point, NC		—			172,320		—		6,897,916		984,672		6,085,564		7,070,236		681,048		2002	40 yrs.
4191 Mendenhall Oaks Parkway	High Point, NC		—			217,943		—		3,119,682		611,166		2,726,459		3,337,625		400,445		2002	40 yrs.
4015 Meeting Way	High Point, NC		—			510,000		—		2,793,668		511,869		2,791,799		3,303,668		63,178		2003	40 yrs.
4195 Eagle Hill Drive	High Point, NC		—			107,586		—		3,348,110		505,700		2,949,996		3,455,696		29,740		2004	40 yrs.
100 Witmer Road	Horsham, PA		—			3,102,784		—		11,907,333		3,764,784		11,245,333		15,010,117		2,569,983		1996	40 yrs.
132 Welsh Road	Horsham, PA		—			1,333,642		—		4,219,965		1,408,041		4,145,566		5,553,607		1,142,261		1998	40 yrs.
111-195 Witmer Road	Horsham, PA		—			407,005		3,129,058		31,932		378,205		3,189,791		3,567,995		819,731		1987	40 yrs.
300 Welsh Road — Building 3	Horsham, PA		—			180,459		1,441,473		358,107		180,459		1,799,579		1,980,038		515,510		1983	40 yrs.
300 Welsh Road — Building 4	Horsham, PA		—			282,493		2,256,508		1,226,326		282,493		3,482,833		3,765,327		995,706		1983	40 yrs.
2 Walnut Grove Drive	Horsham, PA		—			1,281,870		7,767,374		1,283,643		1,265,363		9,067,523		10,332,887		2,544,131		1989	40 yrs.
5 Walnut Grove Drive	Horsham, PA		—			1,065,951		—		9,757,586		1,939,712		8,883,825		10,823,537		1,564,095		2000	40 yrs.
200 Gibraltar Road	Horsham, PA		—			638,513		5,811,323		1,278,883		638,513		7,090,205		7,728,719		1,935,192		1990	40 yrs.
220 Gibraltar Road	Horsham, PA		—			629,944		5,733,228		1,090,771		629,944		6,823,999		7,453,943		1,877,615		1990	40 yrs.
240 Gibraltar Road	Horsham, PA		—			629,944		5,733,234		1,648,022		629,944		7,381,256		8,011,200		1,933,734		1990	40 yrs.
1 Walnut Grove Drive	Horsham, PA		—			1,058,901		5,343,606		1,042,557		1,058,901		6,386,163		7,445,064		1,916,794		1986	40 yrs.
181-187 Gibraltar Road	Horsham, PA		—			360,549		3,259,984		506,596		360,549		3,766,580		4,127,129		969,633		1982	40 yrs.
104 Rock Road	Horsham, PA		—			330,111		2,981,669		233,299		330,111		3,214,968		3,545,079		625,032		1974	40 yrs.
123-135 Rock Road	Horsham, PA		—			292,360		2,411,677		871,675		393,019		3,182,693		3,575,712		899,589		1975	40 yrs.
111-159 Gibraltar Road	Horsham, PA		—			489,032		4,126,151		530,590		489,032		4,656,741		5,145,773		1,130,221		1981	40 yrs.
161-175 Gibraltar Road	Horsham, PA		—			294,673		2,663,722		764,367		294,673		3,428,089		3,722,762		738,619		1976	40 yrs.

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized										Date of
									Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
103-109 Gibraltar Road	Horsham, PA		—			270,906		2,448,500		798,112		270,906		3,246,611		3,517,517		930,047		1978	40 yrs.
261-283 Gibraltar Road	Horsham, PA			*		464,871		3,951,972		118,797		464,871		4,070,769		4,535,640		838,375		1978	40 yrs.
210-223 Witmer Road	Horsham, PA		—			270,282		2,441,276		1,667,822		270,282		4,109,098		4,379,380		832,920		1972	40 yrs.
231-237 Gibraltar Road	Horsham, PA			*		436,952		3,948,963		553,574		436,952		4,502,537		4,939,489		1,056,121		1981	40 yrs.
100 Gibraltar Road	Horsham, PA		—			38,729		349,811		9,589		38,729		359,400		398,129		72,416		1975	40 yrs.
101 Gibraltar Road	Horsham, PA		—			651,990		5,888,989		1,348,413		732,552		7,156,840		7,889,392		1,473,017		1977	40 yrs.
506 Prudential Road	Horsham, PA		—			208,140		895,470		652,633		208,140		1,548,102		1,756,243		316,801		1973	40 yrs.
113-123 Rock Road	Horsham, PA		—			351,072		3,171,001		333,995		451,731		3,404,336		3,856,068		727,545		1975	40 yrs.
101-111 Rock Road	Horsham, PA		—			350,561		3,166,389		260,902		452,251		3,325,602		3,777,852		759,807		1975	40 yrs.
120 Gibraltar Road	Horsham, PA		—			533,142		4,830,515		600,104		558,142		5,405,620		5,963,761		1,229,822		1980	40 yrs.
110 Gibraltar Road	Horsham, PA		—			673,041		5,776,369		2,105,987		673,041		7,882,356		8,555,397		1,645,034		1979	40 yrs.
100-107 Lakeside Drive	Horsham, PA		—			239,528		2,163,498		658,861		255,528		2,806,359		3,061,887		775,985		1982	40 yrs.
200-264 Lakeside Drive	Horsham, PA		—			502,705		4,540,597		1,108,942		502,705		5,649,539		6,152,244		1,484,453		1982	40 yrs.
300-309 Lakeside Drive	Horsham, PA		—			369,475		3,338,761		1,718,544		376,475		5,050,304		5,426,780		1,531,806		1982	40 yrs.
400-445 Lakeside Drive	Horsham, PA		—			543,628		4,910,226		2,761,305		583,628		7,631,532		8,215,159		1,845,758		1981	40 yrs.
104 Witmer Road	Horsham, PA			*		1,248,148		—		1,133,690		189,793		2,192,045		2,381,838		637,974		1975	40 yrs.
201 Gibraltar Road	Horsham, PA		—			380,127		3,433,433		1,925,225		380,802		5,357,983		5,738,785		1,027,400		1983	40 yrs.
719 Dresher Road	Horsham, PA			*		493,426		2,812,067		205,125		495,112		3,015,506		3,510,618		598,685		1987	40 yrs.
4 Walnut Grove	Horsham, PA			*		2,515,115		—		7,329,299		2,515,115		7,329,299		9,844,415		1,221,857		1999	40 yrs.
300 Welsh Road	Horsham, PA		—			696,061		3,339,991		522,138		696,061		3,862,128		4,558,189		744,409		1985	40 yrs.
700 Dresher Road	Horsham, PA		—			2,551,777		3,020,638		4,433,228		2,565,140		7,440,503		10,005,643		2,987,753		1987	40 yrs.
680 Blair Mill Road	Horsham, PA		—			3,527,151		—		12,048,609		4,138,577		11,437,183		15,575,760		2,327,967		2001	40 yrs.
102 Rock Road	Horsham, PA		—			1,110,209		2,301,302		1,133,191		1,114,985		3,429,717		4,544,702		380,921		1985	40 yrs.
335 Commerce Drive	Horsham, PA		—			—		—		8,367,455		182,335		8,185,120		8,367,455		159,143		2002	40 yrs.
507 Prudential Road Expansion	Horsham, PA		—			357,565		—		2,089,100		478,406		1,968,259		2,446,666		73,025		2002	40 yrs.
255 Business Center Drive	Horsham, PA		—			1,086,356		2,007,214		416,718		1,078,769		2,431,519		3,510,287		119,701		2003	40 yrs.
355 Business Center Drive	Horsham, PA		—			483,045		898,798		265,466		479,200		1,168,110		1,647,310		73,000		2003	40 yrs.
455 Business Center Drive	Horsham, PA		—			1,351,011		2,503,449		907,019		1,343,370		3,418,109		4,761,479		95,825		2003	40 yrs.
555 Business Center Drive	Horsham, PA		—			727,420		1,353,650		172,448		723,016		1,530,503		2,253,519		129,467		2003	40 yrs.
747 Dresher Road	Horsham, PA		—			1,607,238		—		4,886,080		1,607,977		4,885,340		6,493,318		1,939,962		1988	40 yrs.
507 Prudential Road	Horsham, PA			*		644,900		5,804,100		6,337,783		652,974		12,133,809		12,786,783		3,219,265		1988	40 yrs.
767 Electronic Drive	Horsham, PA			*		1,229,685		—		2,773,209		1,241,970		2,760,924		4,002,893		1,365,414		1996	40 yrs.
16445 Air Center Boulevard	Houston, TX		—			363,339		2,509,186		538,075		363,339		3,047,261		3,410,600		803,325		1997	40 yrs.
16405 Air Center Boulevard	Houston, TX		—			438,853		3,030,396		409,107		438,853		3,439,502		3,878,355		699,139		1997	40 yrs.
16580 Air Center Boulevard	Houston, TX		—			289,000		3,559,857		258,107		289,000		3,817,964		4,106,965		685,016		1997	40 yrs.
1755 Trans Central Drive	Houston, TX		—			293,534		3,036,269		199,433		306,147		3,223,088		3,529,235		490,709		1999	40 yrs.
16605 Air Center Boulevard	Houston, TX		—			298,999		—		3,770,315		496,186		3,573,128		4,069,314		630,823		2002	40 yrs.
10739 West Little York Road	Houston, TX		—			797,931		5,950,894		390,237		799,560		6,339,502		7,139,062		589,823		1999	40 yrs.
10735 West Little York Road	Houston, TX		—			1,110,988		6,351,946		1,657,286		1,135,483		7,984,738		9,120,220		491,593		2000	40 yrs.
8801-19 & 8821-49 Fallbrook Drive	Houston, TX		—			2,290,001		15,297,141		1,524,283		2,290,002		16,821,423		19,111,425		1,135,046		2000	40 yrs.
16685 Air Center Boulevard	Houston, TX		—			—		—		2,935,268		414,691		2,520,577		2,935,268		106,656		2004	40 yrs.
8825-8839 N Sam Houston Pkwy	Houston, TX		—			638,453		3,258,815		244,728		638,477		3,503,518		4,141,995		34,913		2004	40 yrs.
8850-8872 Fallbrook Drive	Houston, TX		—			504,317		2,878,351		1,038,044		504,341		3,916,371		4,420,712		51,930		2004	40 yrs.
8802-8824 Fallbrook Drive	Houston, TX		—			1,114,406		6,364,767		637,096		1,114,433		7,001,836		8,116,269		233,693		2004	40 yrs.
16602 Central Green Boulevard	Houston, TX		—			284,403		—		4,528,739		503,779		4,309,363		4,813,142		45,201		2005	40 yrs.
20 Wright Avenue	Hunt Valley, MD		—			1,205,946		—		9,667,077		1,861,025		9,011,998		10,873,023		995,153		2001	40 yrs.
4 North Park Drive	Hunt Valley, MD		—			3,269,948		13,551,370		820,361		3,269,948		14,371,731		17,641,679		824,227		2003	40 yrs.
6 North Park Drive	Hunt Valley, MD		—			2,077,949		8,770,566		1,000,467		2,077,949		9,771,033		11,848,982		651,192		2003	40 yrs.
10 North Park Drive	Hunt Valley, MD		—			2,211,969		7,816,042		50,967		2,211,969		7,867,009		10,078,978		426,459		2003	40 yrs.
307 International Circle	Hunt Valley, MD		—			3,538,319		14,190,832		6,678,883		3,542,881		20,865,153		24,408,034		11,372		2004	40 yrs.
309 International Circle	Hunt Valley, MD		—			613,667		2,458,204		566,706		615,096		3,023,480		3,638,577		32,100		2004	40 yrs.
311 International Circle	Hunt Valley, MD		—			313,365		1,281,093		133,314		314,572		1,413,200		1,727,773		1,186		2004	40 yrs.
8775 Baypine Road	Jacksonville, FL		—			906,804		—		3,352,440		913,013		3,346,231		4,259,244		1,400,466		1989	40 yrs.
6255 Lake Gray Boulevard	Jacksonville, FL		—			813,067		—		3,917,635		812,634		3,918,068		4,730,702		1,899,761		1987	40 yrs.
8665,8667,8669 Baypine Road	Jacksonville, FL		—			966,552		—		5,750,503		974,959		5,742,096		6,717,055		2,270,711		1987	40 yrs.
7970 Bayberry Road	Jacksonville, FL		—			127,520		—		1,350,044		129,979		1,347,585		1,477,564		967,916		1978	40 yrs.
7898 Baymeadows Way	Jacksonville, FL		—			561,802		—		1,998,616		568,005		1,992,413		2,560,418		1,113,730		1978	40 yrs.
7910 & 7948 Baymeadows Way	Jacksonville, FL		—			210,299		—		2,666,923		211,449		2,665,773		2,877,222		1,481,846		1981	40 yrs.
7954 & 7960 Baymeadows Way	Jacksonville, FL		—			291,312		—		2,946,876		292,667		2,945,521		3,238,188		1,566,033		1982	40 yrs.
7077 Bonneval Road	Jacksonville, FL		—			768,000		5,789,000		1,994,584		774,020		7,777,564		8,551,584		2,956,960		1988	40 yrs.
4190 Belfort Road	Jacksonville, FL		—			821,000		5,866,000		3,499,284		827,420		9,358,864		10,186,284		3,484,746		1986	40 yrs.
7020 AC Skinner Parkway	Jacksonville, FL			*		398,257		—		2,741,010		749,811		2,389,456		3,139,267		899,968		1996	40 yrs.
7022 AC Skinner Parkway	Jacksonville, FL			*		706,934		—		3,593,671		853,981		3,446,624		4,300,605		1,221,731		1996	40 yrs.

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized											Date of
									Subsequent			Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to			Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
11777 Central Highway	Jacksonville, FL		—			92,207		429,997		1,275,050			140,426		1,656,828		1,797,254		935,684		1985	40 yrs.
4345 Southpoint Parkway	Jacksonville, FL		—			—		—		8,798,125			418,093		8,380,032		8,798,125		2,120,675		1998	40 yrs.
7016 AC Skinner Parkway	Jacksonville, FL		—			597,181		—		2,333,385			602,633		2,327,934		2,930,566		943,824		1996	40 yrs.
7018 AC Skinner Parkway	Jacksonville, FL		—			840,996		—		4,507,239			846,461		4,501,774		5,348,235		1,685,975		1997	40 yrs.
7014 AC Skinner Parkway	Jacksonville, FL		—			574,198		—		3,571,300			780,486		3,365,013		4,145,498		996,728		1999	40 yrs.
6620 Southpoint Drive	Jacksonville, FL		—			614,602		4,267,477		765,593			614,602		5,033,069		5,647,672		1,386,974		1984	40 yrs.
7980 Bayberry Road	Jacksonville, FL		—			330,726		1,338,101		32,776			330,726		1,370,877		1,701,603		294,337		1978	40 yrs.
6600 Southpoint Parkway	Jacksonville, FL		—			998,432		4,055,727		829,894			1,002,704		4,881,349		5,884,053		1,283,949		1986	40 yrs.
6700 Southpoint Parkway	Jacksonville, FL		—			620,719		2,989,746		750,311			624,215		3,736,561		4,360,776		1,209,894		1987	40 yrs.
4801 Executive Park Court — 100	Jacksonville, FL			*		554,993		2,993,277		861,429			554,542		3,855,157		4,409,699		1,067,174		1990	40 yrs.
4801 Executive Park Court — 200	Jacksonville, FL			*		370,017		1,995,518		348,862			370,039		2,344,358		2,714,397		476,094		1990	40 yrs.
4810 Executive Park Court	Jacksonville, FL			*		369,694		3,045,639		806,820			370,039		3,852,113		4,222,153		720,862		1990	40 yrs.
6602 Executive Park Court — 100	Jacksonville, FL			*		388,519		2,095,293		145,006			388,541		2,240,277		2,628,818		561,730		1993	40 yrs.
6602 Executive Park Court — 200	Jacksonville, FL			*		296,014		1,596,347		407,277			296,032		2,003,606		2,299,638		444,228		1993	40 yrs.
6631 Executive Park Court — 100	Jacksonville, FL			*		251,613		1,356,849		485,462			251,627		1,842,297		2,093,924		498,377		1994	40 yrs.
6631 Executive Park Court — 200	Jacksonville, FL			*		406,561		2,195,070		223,189			407,043		2,417,777		2,824,820		585,761		1994	40 yrs.
4815 Executive Park Court — 100	Jacksonville, FL			*		366,317		1,975,393		299,174			366,339		2,274,545		2,640,884		646,432		1995	40 yrs.
4815 Executive Park Court — 200	Jacksonville, FL			*		462,522		2,494,397		438,798			462,549		2,933,168		3,395,717		738,437		1995	40 yrs.
4825 Executive Park Court	Jacksonville, FL			*		601,278		3,242,491		278,174			601,401		3,520,542		4,121,943		772,873		1996	40 yrs.
4820 Executive Park Court	Jacksonville, FL			*		555,173		2,693,130		765,939			555,213		3,459,030		4,014,242		809,113		1997	40 yrs.
6601 Executive Park Circle North	Jacksonville, FL		—			551,250		3,128,361		1,130			551,250		3,129,491		3,680,741		625,531		1992	40 yrs.
4901 Belfort Road	Jacksonville, FL		—			877,964		2,360,742		1,926,500			877,964		4,287,242		5,165,206		1,504,672		1986	40 yrs.
4899 Belfort Road	Jacksonville, FL		—			1,299,201		—		7,870,616			1,207,751		7,962,066		9,169,817		1,533,178		2000	40 yrs.
4905 Belfort Street	Jacksonville, FL		—			638,154		—		3,461,609			641,272		3,458,491		4,099,763		763,747		2000	40 yrs.
7251 Salisbury Road	Jacksonville, FL		—			—		—		3,567,820			662,559		2,905,261		3,567,820		603,510		2000	40 yrs.
10245 Centurion Parkway North	Jacksonville, FL		—			852,644		3,510,889		997,845			853,704		4,507,673		5,361,378		807,437		1996	40 yrs.
4887 Belfort Road	Jacksonville, FL		—			1,299,202		—		7,876,809			1,665,915		7,510,096		9,176,011		1,165,848		2002	40 yrs.
7255 Salisbury Road	Jacksonville, FL		—			392,060		—		2,698,852			680,766		2,410,146		3,090,912		380,810		2002	40 yrs.
3200 Horizon Drive	King of Prussia, PA			*		928,637		—		7,094,141			1,210,137		6,812,640		8,022,777		2,213,089		1996	40 yrs.
440 East Swedesford Road	King of Prussia, PA		—			717,001		4,816,121		2,686,176			717,001		7,502,297		8,219,298		2,483,653		1988	40 yrs.
460 East Swedesford Road	King of Prussia, PA		—			705,317		4,737,487		1,560,144			705,317		6,297,632		7,002,948		1,696,501		1988	40 yrs.
151 South Warner Road	King of Prussia, PA		—			1,218,086		6,937,866		360,761			1,186,972		7,329,741		8,516,713		1,673,333		1980	40 yrs.
3604 Horizon Drive	King of Prussia, PA		—			397,178		—		1,628,512			350,874		1,674,816		2,025,690		653,537		1998	40 yrs.
3606 Horizon Drive	King of Prussia, PA		1,413,163			789,409		—		1,940,816			815,855		1,914,370		2,730,225		689,224		1997	40 yrs.
650 Swedesford Road	King of Prussia, PA		—			952,911		6,722,830		9,089,949			952,911		15,812,779		16,765,690		5,244,628		1971	40 yrs.
680 Swedesford Road	King of Prussia, PA		—			952,361		6,722,830		8,350,943			952,361		15,073,774		16,026,134		5,262,278		1971	40 yrs.
3600 Horizon Drive	King of Prussia, PA		—			236,432		1,856,252		78,474			236,432		1,934,726		2,171,158		379,334		1989	40 yrs.
3602 Horizon Drive	King of Prussia, PA		—			217,734		1,759,489		338,288			217,809		2,097,701		2,315,510		479,231		1989	40 yrs.
2700 Horizon Drive	King of Prussia, PA		—			764,370		—		3,682,257			867,815		3,578,812		4,446,627		988,562		1998	40 yrs.
2900 Horizon Drive	King of Prussia, PA		—			679,440		—		3,503,074			774,096		3,408,418		4,182,514		818,000		1998	40 yrs.
2500 Renaissance Boulevard	King of Prussia, PA		—			509,580		—		2,786,056			592,886		2,702,749		3,295,636		781,214		1999	40 yrs.
2300 Renaissance Boulevard	King of Prussia, PA		—			509,580		—		2,650,651			574,152		2,586,078		3,160,231		651,608		1999	40 yrs.
2100 Renaissance Boulevard	King of Prussia, PA		—			1,110,111		—		9,382,851			1,132,519		9,360,443		10,492,962		2,385,803		1999	40 yrs.
3400 Horizon Drive	King of Prussia, PA		—			776,496		3,139,068		976,258			776,496		4,115,325		4,891,821		1,014,959		1995	40 yrs.
2301 Renaissance Boulevard	King of Prussia, PA		—			1,645,246		—		30,056,189			4,581,649		27,119,785		31,701,434		3,132,370		2002	40 yrs.
2520 Renaissance Boulevard	King of Prussia, PA		—			1,020,000		—		4,970,045			978,402		5,011,643		5,990,045		1,614,544		1999	40 yrs.
2201 Renaissance Boulevard	King of Prussia, PA		—			—		—		15,548,161			2,413,514		13,134,647		15,548,161		2,818,115		2000	40 yrs.
2540 Renaissance Boulevard	King of Prussia, PA		—			—		—		1,625,497			274,341		1,351,156		1,625,497		294,618		2000	40 yrs.
2560 Renaissance Boulevard	King of Prussia, PA		—			—		—		3,729,254			649,792		3,079,462		3,729,254		645,260		2000	40 yrs.
170 South Warner Road	King of Prussia, PA		—			547,800		3,137,400		2,719,699			458,232		5,946,667		6,404,899		2,680,019		1980	40 yrs.
190 South Warner Road	King of Prussia, PA		—			552,200		3,162,600		1,738,565			461,909		4,991,455		5,453,365		2,012,776		1980	40 yrs.
3100 Horizon Drive	King of Prussia, PA			*		601,956		—		2,086,737			611,436		2,077,258		2,688,694		695,232		1995	40 yrs.
3300 Horizon Drive	King of Prussia, PA			*		566,403		—		3,404,307			687,878		3,282,831		3,970,709		832,455		1996	40 yrs.
3500 Horizon Drive	King of Prussia, PA		—			1,204,839		—		2,630,229			1,223,875		2,611,193		3,835,068		631,300		1996	40 yrs.
3000 Horizon Drive	King of Prussia, PA			*		1,191,449		—		2,309,358			946,703		2,554,103		3,500,806		495,987		1997	40 yrs.
800 Town Center Drive	Langhorne, PA		—			1,617,150		—		10,240,772			1,619,288		10,238,634		11,857,922		4,683,208		1987	40 yrs.
8301 Industrial Boulevard	Lehigh, PA		—			11,249,550		—		43,069,316			11,254,716		43,064,150		54,318,866		219,396		2005	40 yrs.
32853 Edward Avenue	Madison Heights, MI		—			138,121		784,426		(9,444	)		138,121		774,982		913,103		172,477		1973	40 yrs.
750 East Mandoline Avenue	Madison Heights, MI		—			151,458		741,185		(64,799	)		151,458		676,386		827,844		150,937		1969	40 yrs.
900 East Mandoline Avenue	Madison Heights, MI		—			157,729		771,872		(36,404	)		157,729		735,468		893,197		205,060		1972	40 yrs.
949 East Mandoline Avenue	Madison Heights, MI		—			137,049		778,338		(91,758	)		137,049		686,580		823,629		149,403		1974	40 yrs.
31700 Research Park Drive	Madison Heights, MI		—			373,202		1,824,721		(133,207	)		373,203		1,691,513		2,064,716		339,163		1988	40 yrs.
800 Tech Row	Madison Heights, MI		—			444,977		2,984,811		(79,329	)		444,977		2,905,482		3,350,459		575,827		1986	40 yrs.

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized											Date of
									Subsequent			Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to			Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
31771 Sherman Avenue	Madison Heights, MI		—			150,944		645,040		(5,334	)		150,944		639,705		790,650		185,874		1982	40 yrs.
31791 Sherman Avenue	Madison Heights, MI		—			105,606		649,891		(43,885	)		105,606		606,006		711,612		127,804		1983	40 yrs.
31811 Sherman Avenue	Madison Heights, MI		—			207,599		1,179,010		(124,831	)		207,599		1,054,179		1,261,778		225,302		1983	40 yrs.
31831 Sherman Avenue	Madison Heights, MI		—			158,483		900,064		(62,164	)		158,483		837,900		996,383		172,857		1984	40 yrs.
31900 Sherman Avenue	Madison Heights, MI		—			269,293		1,754,498		348,385			269,293		2,102,883		2,372,176		409,916		1984	40 yrs.
950 East Whitcomb Avenue	Madison Heights, MI		—			113,630		2,162,302		45,984			113,630		2,208,286		2,321,916		510,476		1988	40 yrs.
1201 East Whitcomb Avenue	Madison Heights, MI		—			302,567		1,213,232		(146,471	)		302,567		1,066,761		1,369,328		244,630		1980	40 yrs.
1210 East Whitcomb Avenue	Madison Heights, MI		—			121,298		329,051		(25,294	)		121,298		303,758		425,056		87,693		1983	40 yrs.
1901 Summit Tower Boulevard	Maitland, FL		—			6,078,791		12,348,567		420,175			6,083,206		12,764,327		18,847,534		2,402,364		1998	40 yrs.
45-67 Great Valley Parkway	Malvern, PA			*		795,143		—		3,237,185			795,831		3,236,497		4,032,328		2,003,355		1974	40 yrs.
11,15 Great Valley Parkway	Malvern, PA			*		1,837,050		—		15,005,064			1,837,878		15,004,237		16,842,114		9,667,868		1986	40 yrs.
27-43 Great Valley Parkway	Malvern, PA			*		448,775		—		2,546,102			449,447		2,545,430		2,994,877		1,473,355		1977	40 yrs.
1 Country View Road	Malvern, PA		—			400,000		3,600,000		1,004,993			406,421		4,598,572		5,004,993		1,189,429		1982	40 yrs.
200 Chesterfield Parkway	Malvern, PA		—			495,893		2,739,093		395,972			544,649		3,086,309		3,630,958		1,842,759		1989	40 yrs.
50 Morehall Road	Malvern, PA		—			849,576		—		13,043,717			1,337,076		12,556,217		13,893,293		3,878,780		1997	40 yrs.
1 Great Valley Parkway	Malvern, PA		4,661,040			419,460		3,792,570		333,900			419,460		4,126,469		4,545,930		960,954		1982	40 yrs.
5 Great Valley Parkway	Malvern, PA		—			684,200		6,181,661		1,137,394			684,200		7,319,055		8,003,255		1,619,395		1983	40 yrs.
1001 Cedar Hollow Road	Malvern, PA		—			1,436,814		—		16,047,698			1,646,984		15,837,528		17,484,512		4,381,995		1998	40 yrs.
3 Country View Road	Malvern, PA		—			814,278		—		4,946,433			1,128,881		4,631,830		5,760,711		868,510		1998	40 yrs.
425 Technology Drive	Malvern, PA		—			191,114		—		2,014,653			321,473		1,884,294		2,205,767		638,494		1998	40 yrs.
375 Technology Drive	Malvern, PA		—			191,114		—		1,958,524			234,922		1,914,715		2,149,638		627,157		1998	40 yrs.
45 Liberty Boulevard	Malvern, PA		—			4,380,221		—		15,313,598			4,749,748		14,944,071		19,693,819		3,842,589		1999	40 yrs.
100 Chesterfield Parkway	Malvern, PA		—			1,320,625		—		6,973,669			1,349,954		6,944,340		8,294,294		1,994,886		1998	40 yrs.
600 Chesterfield Parkway	Malvern, PA		—			2,013,750		—		8,135,324			2,050,555		8,098,519		10,149,074		2,052,929		1999	40 yrs.
700 Chesterfield Parkway	Malvern, PA		—			2,013,750		—		8,096,150			2,037,813		8,072,087		10,109,900		2,034,360		1999	40 yrs.
18 Great Valley Parkway	Malvern, PA		—			394,036		3,976,221		100,474			398,228		4,072,504		4,470,731		716,566		1980	40 yrs.
11 Great Valley Parkway	Malvern, PA		—			496,297		—		3,226,924			708,331		3,014,890		3,723,221		577,888		2001	40 yrs.
40 Liberty Boulevard	Malvern, PA		—			4,241,137		17,737,090		2,182,842			4,241,167		19,919,901		24,161,068		4,896,375		1989	40 yrs.
2 West Liberty Boulevard	Malvern, PA		—			5,405,041		—		10,622,545			5,405,042		10,622,545		16,027,587		21,632		2003	40 yrs.
10 Great Valley Parkway	Malvern, PA		—			823,540		1,341,376		177,288			832,244		1,509,959		2,342,203		81,811		2003	40 yrs.
10, 20 Liberty Boulevard	Malvern, PA		—			724,058		—		5,758,730			724,846		5,757,942		6,482,788		2,300,840		1985	40 yrs.
420 Lapp Road	Malvern, PA			*		1,054,418		—		6,995,372			1,055,243		6,994,547		8,049,790		2,831,754		1989	40 yrs.
14 Lee Boulevard	Malvern, PA			*		664,282		—		5,804,147			643,892		5,824,537		6,468,429		2,442,002		1988	40 yrs.
500 Chesterfield Parkway	Malvern, PA			*		472,364		—		3,209,021			473,139		3,208,246		3,681,385		1,590,141		1988	40 yrs.
300-400 Chesterfield Parkway	Malvern, PA			*		937,212		—		5,301,111			937,942		5,300,381		6,238,323		2,391,456		1988	40 yrs.
40 Valley Stream Parkway	Malvern, PA			*		322,918		—		3,226,218			325,775		3,223,361		3,549,136		1,142,135		1987	40 yrs.
50 Valley Stream Parkway	Malvern, PA		—			323,971		—		2,324,307			323,792		2,324,486		2,648,278		1,058,801		1987	40 yrs.
20 Valley Stream Parkway	Malvern, PA			*		465,539		—		5,655,563			466,413		5,654,689		6,121,102		2,658,736		1987	40 yrs.
257-275 Great Valley Parkway	Malvern, PA			*		504,611		—		4,989,196			505,458		4,988,349		5,493,807		2,771,418		1983	40 yrs.
300 Technology Drive	Malvern, PA		—			368,626		—		1,344,816			374,497		1,338,945		1,713,442		665,708		1985	40 yrs.
277-293 Great Valley Parkway	Malvern, PA		—			530,729		—		2,321,857			531,534		2,321,052		2,852,586		1,224,085		1984	40 yrs.
311 Technology Drive	Malvern, PA		—			397,131		—		2,672,846			397,948		2,672,029		3,069,977		1,310,656		1984	40 yrs.
7 Great Valley Parkway	Malvern, PA			*		176,435		—		4,890,532			177,317		4,889,650		5,066,967		2,632,459		1985	40 yrs.
55 Valley Stream Parkway	Malvern, PA		—			215,005		—		3,615,244			215,818		3,614,431		3,830,249		1,786,728		1983	40 yrs.
65 Valley Stream Parkway	Malvern, PA			*		381,544		—		7,032,009			382,361		7,031,193		7,413,553		3,463,697		1983	40 yrs.
508 Lapp Road	Malvern, PA			*		331,392		—		2,033,164			332,216		2,032,340		2,364,556		1,165,242		1984	40 yrs.
10 Valley Stream Parkway	Malvern, PA			*		509,075		—		3,089,935			509,899		3,089,111		3,599,010		1,621,446		1984	40 yrs.
333 Phoenixville Pike	Malvern, PA		—			523,530		—		2,917,373			524,230		2,916,673		3,440,903		1,502,374		1985	40 yrs.
30 Great Valley Parkway	Malvern, PA		—			128,126		—		385,634			128,783		384,977		513,760		298,378		1975	40 yrs.
75 Great Valley Parkway	Malvern, PA		436,318			143,074		—		772,076			143,811		771,338		915,150		503,959		1977	40 yrs.
77-123 Great Valley Parkway	Malvern, PA			*		887,664		—		5,435,544			888,359		5,434,849		6,323,208		3,174,678		1978	40 yrs.
256 Great Valley Parkway	Malvern, PA		—			161,098		—		1,785,717			161,949		1,784,866		1,946,815		1,107,351		1980	40 yrs.
205 Great Valley Parkway	Malvern, PA			*		1,368,259		—		10,620,333			1,369,003		10,619,589		11,988,592		6,405,095		1981	40 yrs.
12,14,16 Great Valley Parkway	Malvern, PA		—			130,689		—		1,560,924			128,767		1,562,846		1,691,613		811,850		1982	40 yrs.
155 Great Valley Parkway	Malvern, PA		—			625,147		—		2,627,280			626,068		2,626,359		3,252,427		1,462,181		1981	40 yrs.
333 Technology Drive	Malvern, PA			*		157,249		—		4,584,680			158,077		4,583,852		4,741,929		1,708,999		1987	40 yrs.
510 Lapp Road	Malvern, PA			*		356,950		—		926,587			357,751		925,786		1,283,537		541,042		1983	40 yrs.
60 Morehall Road	Malvern, PA		—			865,424		9,285,000		4,971,296			884,974		14,236,746		15,121,720		5,730,583		1989	40 yrs.
5 Country View Road	Malvern, PA			*		785,168		4,678,632		856,961			786,235		5,534,526		6,320,761		1,741,206		1985	40 yrs.
7550 Meridian Circle	Maple Grove, MN		—			513,250		2,901,906		146,306			513,250		3,048,211		3,561,461		609,420		1989	40 yrs.
8 Stow Road	Marlton, NJ		—			172,600		1,704,436		139,565			172,945		1,843,657		2,016,602		601,855		1988	40 yrs.
10 Stow Road	Marlton, NJ		—			147,000		1,451,536		526,803			147,318		1,978,021		2,125,339		899,963		1988	40 yrs.
12 Stow Road	Marlton, NJ		—			103,300		1,021,036		341,204			103,618		1,361,923		1,465,541		544,471		1988	40 yrs.

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


								Costs
								Capitalized										Date of
								Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
				Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances		Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
14 Stow Road	Marlton, NJ		—		93,100		920,336		431,684		93,418		1,351,703		1,445,120		524,126		1988	40 yrs.
701A Route 73 South	Marlton, NJ		—		264,387		3,772,000		3,386,416		271,743		7,151,060		7,422,803		3,031,119		1987	40 yrs.
701C Route 73 South	Marlton, NJ		—		84,949		1,328,000		401,665		96,161		1,718,453		1,814,614		626,395		1987	40 yrs.
400 Lippincott Drive	Marlton, NJ		—		69,402		—		3,671,296		317,799		3,422,899		3,740,699		759,649		1999	40 yrs.
406 Lippincott Drive	Marlton, NJ		—		321,455		1,539,871		895,587		327,554		2,429,358		2,756,912		901,488		1990	40 yrs.
301 Lippincott Drive	Marlton, NJ		—		1,069,837		4,780,163		1,264,020		1,069,838		6,044,183		7,114,020		1,842,156		1988	40 yrs.
303 Lippincott Drive	Marlton, NJ		—		1,069,837		4,780,163		1,753,857		1,069,838		6,534,019		7,603,857		2,025,357		1988	40 yrs.
901 Route 73	Marlton, NJ		—		334,411		2,733,314		828,076		334,411		3,561,390		3,895,801		903,061		1985	40 yrs.
404 Lippincott Drive	Marlton, NJ		—		131,896		—		1,650,431		131,896		1,650,431		1,782,327		588,015		1997	40 yrs.
402 Lippincott Drive	Marlton, NJ		—		131,896		—		1,721,965		131,896		1,721,965		1,853,861		580,999		1997	40 yrs.
9 Stow Road	Marlton, NJ		—		652,642		1,765,065		922,076		654,779		2,685,004		3,339,783		659,579		1989	40 yrs.
8301 West Parkland Court	Milwaukee, WI		—		358,442		3,233,707		532,454		358,442		3,766,161		4,124,602		842,371		1982	40 yrs.
7800 N. 113th Street	Milwaukee, WI		—		1,711,964		6,847,857		392,036		1,711,964		7,239,893		8,951,858		1,488,857		1991	40 yrs.
11950 W. Lake Park Drive	Milwaukee, WI		—		391,813		2,340,118		385,633		394,938		2,722,627		3,117,564		592,843		1986	40 yrs.
11400 W. Lake Park Drive	Milwaukee, WI		—		439,595		2,357,904		194,180		443,101		2,548,578		2,991,678		451,053		1986	40 yrs.
11425 W. Lake Park Drive	Milwaukee, WI		—		382,256		2,350,619		957,723		385,305		3,305,293		3,690,598		824,326		1987	40 yrs.
11301 W. Lake Park Drive	Milwaukee, WI		—		614,477		2,626,456		101,328		619,465		2,722,797		3,342,261		474,539		1987	40 yrs.
11900 W. Lake Park Drive	Milwaukee, WI		—		347,853		2,396,887		1,059,217		350,628		3,453,330		3,803,957		855,963		1987	40 yrs.
11414 West Park Place	Milwaukee, WI		—		234,443		—		11,022,640		491,531		10,765,552		11,257,083		1,947,442		2001	40 yrs.
11520 West Calumet Road	Milwaukee, WI		—		341,698		1,527,548		78,494		341,698		1,606,042		1,947,740		235,786		1995	40 yrs.
12100 West Park Place	Milwaukee, WI		—		534,470		3,239,389		483,040		532,370		3,724,529		4,256,899		634,224		1984	40 yrs.
10855 West Park Place	Milwaukee, WI		—		122,894		—		2,984,397		424,710		2,682,580		3,107,290		302,898		2002	40 yrs.
11100 West Liberty Drive	Milwaukee, WI		—		1,800,000		—		7,181,452		1,801,024		7,180,428		8,981,452		485,404		2003	40 yrs.
4700 Nathan Lane North	Minneapolis, MN		—		1,501,308		8,446,083		225,056		1,501,308		8,671,139		10,172,447		1,450,830		1996	40 yrs.
4600 Nathan Lane	Minneapolis, MN		—		1,063,558		—		6,683,083		1,038,197		6,708,444		7,746,641		949,850		2002	40 yrs.
12501 & 12701 Whitewater Drive	Minnegonka, MN		—		2,175,209		3,948,085		5,641,054		2,177,953		9,586,395		11,764,348		454,175		1986	40 yrs.
5600 & 5610 Rowland Road	Minnetonka, MN		—		828,650		7,399,409		1,579,087		829,263		8,977,882		9,807,146		2,488,832		1988	40 yrs.
5400-5500 Feltl Road	Minnetonka, MN		—		883,895		7,983,345		1,827,071		883,895		9,810,416		10,694,311		2,102,836		1985	40 yrs.
10300 Bren Road	Minnetonka, MN		—		344,614		3,110,477		339,685		344,614		3,450,162		3,794,776		745,347		1981	40 yrs.
3400 Lakeside Drive	Miramar, FL		—		2,022,153		11,345,881		1,206,694		2,022,153		12,552,575		14,574,728		2,758,940		1990	40 yrs.
3450 Lakeside Drive	Miramar, FL		—		2,022,152		11,357,143		1,972,320		2,022,152		13,329,463		15,351,615		2,979,767		1990	40 yrs.
3350 SW 148th Avenue	Miramar, FL		—		2,960,511		—		17,921,351		2,980,689		17,901,173		20,881,862		3,623,669		2000	40 yrs.
300 Fellowship Road	Mt Laurel, NJ		—		—		—		7,267,999		1,098,904		6,169,095		7,267,999		212,031		2004	40 yrs.
3001 Leadenhall Road	Mt Laurel, NJ		—		1,925,719		191,390		10,965,396		1,936,489		11,146,016		13,082,505		453,201		2003	40 yrs.
4001 Leadenhall Road	Mt. Laurel, NJ		—		3,207,885		391,167		18,844,592		2,784,694		19,658,950		22,443,644		2,044,056		2002	40 yrs.
3000 Atrium Way	Mt. Laurel, NJ		—		500,000		4,500,000		4,124,861		512,018		8,612,844		9,124,861		3,738,227		1987	40 yrs.
11000, 15000 Commerce Parkway	Mt. Laurel, NJ		—		310,585		4,394,900		252,018		311,950		4,645,553		4,957,503		1,703,636		1985	40 yrs.
12000, 14000 Commerce Parkway	Mt. Laurel, NJ		—		361,800		3,285,817		703,601		362,855		3,988,363		4,351,218		1,279,682		1985	40 yrs.
16000, 18000 Commerce Parkway	Mt. Laurel, NJ		—		289,700		2,512,683		578,994		290,545		3,090,832		3,381,377		1,045,910		1985	40 yrs.
1300 Route 73 North	Mt. Laurel, NJ		—		449,400		3,074,850		1,693,803		450,558		4,767,495		5,218,053		1,327,465		1988	40 yrs.
3000 Lincoln Drive	Mt. Laurel, NJ		—		284,052		2,458,155		1,680,241		284,052		4,138,396		4,422,448		1,253,011		1983	40 yrs.
6000 Commerce Parkway	Mt. Laurel, NJ		—		234,151		2,022,683		693,212		234,151		2,715,895		2,950,046		681,110		1985	40 yrs.
7000 Commerce Parkway	Mt. Laurel, NJ		—		260,014		2,236,684		429,449		260,014		2,666,133		2,926,147		664,422		1984	40 yrs.
8000 Commerce Parkway	Mt. Laurel, NJ		—		234,814		1,995,098		317,849		234,814		2,312,947		2,547,761		516,811		1983	40 yrs.
9000 Commerce Parkway	Mt. Laurel, NJ		—		286,587		2,474,820		577,045		286,587		3,051,865		3,338,452		915,454		1983	40 yrs.
1000 Briggs Road	Mt. Laurel, NJ		—		288,577		2,546,537		1,345,162		288,577		3,891,698		4,180,276		1,251,599		1986	40 yrs.
1025 Briggs Road	Mt. Laurel, NJ		1,189,115		430,990		3,714,828		1,295,796		430,990		5,010,624		5,441,614		1,296,661		1987	40 yrs.
1020 Briggs Road	Mt. Laurel, NJ		—		494,334		—		2,986,335		569,184		2,911,486		3,480,669		712,534		1999	40 yrs.
2000 Crawford Place	Mt. Laurel, NJ		—		310,831		2,797,744		2,366,269		310,831		5,164,013		5,474,844		1,845,462		1986	40 yrs.
5000 Dearborn Court	Mt. Laurel, NJ		—		1,057,763		4,191,827		329,209		1,057,763		4,521,037		5,578,799		973,990		1988	40 yrs.
1001 Briggs Road	Mt. Laurel, NJ		—		701,705		3,505,652		2,000,167		701,705		5,505,820		6,207,525		1,480,906		1986	40 yrs.
1015 Briggs Road	Mt. Laurel, NJ		—		356,987		—		3,466,980		470,659		3,353,307		3,823,967		656,280		2000	40 yrs.
17000 Commerce Parkway	Mt. Laurel, NJ		—		144,515		—		2,813,663		144,515		2,813,663		2,958,178		531,822		2001	40 yrs.
9401-9443 Science Center Drive	New Hope, MN		—		431,295		3,888,684		481,742		510,064		4,291,657		4,801,721		988,653		1989	40 yrs.
6 Terry Drive	Newtown, PA		—		622,029		2,228,851		828,769		622,205		3,057,443		3,679,648		658,178		1981	40 yrs.
22515 Heslip Drive	Novi, MI		—		144,477		338,277		16,653		144,477		354,930		499,407		120,200		1975	40 yrs.
550-590 Hale Avenue	Oakdale, MN		—		765,535		3,488,754		317,153		766,390		3,805,052		4,571,442		672,634		1996	40 yrs.
1879 Lamont Avenue	Odenton, MD		—		1,976,000		8,099,579		2,331,500		2,011,030		10,396,049		12,407,079		237,802		2004	40 yrs.
350 Winmeyer Avenue	Odenton, MD		—		1,778,400		7,289,165		791,323		1,809,927		8,048,960		9,858,888		121,962		2004	40 yrs.
9600 Satellite Boulevard	Orlando, FL		—		252,850		1,297,923		62,116		252,850		1,360,039		1,612,889		300,574		1989	40 yrs.
9700 Satellite Boulevard	Orlando, FL		—		405,362		1,146,546		350,093		405,362		1,496,639		1,902,001		339,374		1989	40 yrs.
1902 Cypress Lake Drive	Orlando, FL		—		523,512		3,191,790		880,341		538,512		4,057,131		4,595,643		965,687		1989	40 yrs.
9550 Satellite Boulevard	Orlando, FL		—		574,831		—		2,149,304		587,319		2,136,816		2,724,135		534,050		1999	40 yrs.

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized										Date of
									Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
10511 & 10611 Satellite Boulevard	Orlando, FL		—			517,554		2,568,186		385,623		522,991		2,948,372		3,471,363		762,624		1985	40 yrs.
1400-1440 Central Florida Parkway	Orlando, FL		—			518,043		2,561,938		294,022		518,043		2,855,960		3,374,003		615,064		1962	40 yrs.
2216 Directors Row	Orlando, FL		—			453,918		2,572,202		25,865		453,918		2,598,067		3,051,985		491,031		1998	40 yrs.
3701-3727 Vineland Road	Orlando, FL		—			767,929		2,096,504		145,949		767,929		2,242,454		3,010,382		475,560		1985	40 yrs.
2400 South Lake Orange Drive	Orlando, FL		—			385,964		—		2,404,272		642,427		2,147,809		2,790,236		298,291		2001	40 yrs.
6501 Lee Vista Boulevard	Orlando, FL		—			903,701		—		5,541,791		925,671		5,519,821		6,445,492		609,015		2001	40 yrs.
2416 Lake Orange Drive	Orlando, FL		—			535,964		—		3,165,095		704,800		2,996,258		3,701,059		640,443		2002	40 yrs.
10771 Palm Bay Drive	Orlando, FL		—			664,605		—		2,362,814		685,383		2,342,035		3,027,419		341,034		2001	40 yrs.
10003 Satellite Boulevard	Orlando, FL		—			680,312		2,120,754		1,568,071		680,312		3,688,825		4,369,137		227,541		2003	40 yrs.
1090 Gills Drive	Orlando, FL		—			878,320		2,558,833		1,784,767		878,320		4,343,601		5,221,920		197,098		2003	40 yrs.
2202 Taft-Vineland Road	Orlando, FL		—			—		—		6,630,654		1,283,713		5,346,941		6,630,654		255,362		2004	40 yrs.
7315 Kingspointe Parkway	Orlando, FL		—			1,931,697		6,388,203		2,216,978		1,932,004		8,604,875		10,536,878		223,035		2004	40 yrs.
2351 Investors Row	Orlando, FL		—			2,261,924		7,496,249		10,608		2,263,211		7,505,570		9,768,781		187,699		2004	40 yrs.
2256 Taft-Vineland Road	Orlando, FL		—			467,296		—		2,461,652		825,673		2,103,275		2,928,948		39,684		2005	40 yrs.
1950 Summitt Park Drive	Orlando, FL		—			2,573,700		17,478,646		356,895		2,583,667		17,825,574		20,409,241		318,627		2005	40 yrs.
1958 Summit Park Drive	Orlando, FL		—			2,573,961		11,206,937		8,404,103		2,583,216		19,601,785		22,185,001		351,841		2005	40 yrs.
7500 West 110th Street	Overland Park, KS		—			2,380,493		9,575,474		3,105,049		2,380,493		12,680,523		15,061,015		2,551,895		1983	40 yrs.
N26 W23445 Paul Road	Pewaukee, WI		—			561,904		1,928,064		113,241		561,904		2,041,305		2,603,209		297,858		1985	40 yrs.
8801 Tinicum Boulevard	Philadelphia, PA		—			2,474,031		—		43,598,952		125,087		45,947,896		46,072,983		10,826,464		1997	40 yrs.
3 Franklin Plaza	Philadelphia, PA		—			2,483,144		—		32,150,134		2,514,519		32,118,759		34,633,278		5,288,182		1999	40 yrs.
2760 Red Lion Road	Philadelphia, PA		—			—		—		46,541,271		3,985,624		42,555,647		46,541,271		4,754,159		2001	40 yrs.
4751 League Island Boulevard	Philadelphia, PA		—			992,965		331,924		6,730,979		1,022,081		7,033,787		8,055,868		365,684		2003	40 yrs.
9801 80th Avenue	Pleasant Prairie, WI		—			1,692,077		7,934,794		62,495		1,689,726		7,999,640		9,689,366		1,517,661		1994	40 yrs.
2250 Hickory Road	Plymouth Meeting, PA		—			1,015,851		9,175,555		1,488,543		1,032,507		10,647,442		11,679,949		2,414,384		1985	40 yrs.
2905 Northwest Boulevard	Plymouth, MN		—			516,920		4,646,342		1,615,793		516,920		6,262,136		6,779,055		1,576,713		1983	40 yrs.
2800 Campus Drive	Plymouth, MN		—			395,366		3,554,512		866,525		395,366		4,421,037		4,816,403		1,112,379		1985	40 yrs.
2955 Xenium Lane	Plymouth, MN		—			151,238		1,370,140		401,075		151,238		1,771,215		1,922,453		551,389		1985	40 yrs.
2920 Northwest Boulevard	Plymouth, MN		—			392,026		3,433,678		655,417		384,235		4,096,886		4,481,121		1,062,974		1997	40 yrs.
14630-14650 28th Avenue North	Plymouth, MN		—			198,205		1,793,422		644,591		198,205		2,438,013		2,636,218		563,179		1978	40 yrs.
2800 Northwest Boulevard	Plymouth, MN		3,963,999			1,934,438		10,952,503		476,212		1,934,438		11,428,715		13,363,152		2,344,172		1995	40 yrs.
9600 54th Avenue	Plymouth, MN		—			332,317		3,077,820		1,053,822		332,317		4,131,642		4,463,959		658,927		1998	40 yrs.
1500 SW 5th Court	Pompano Beach, FL		—			972,232		3,892,085		186,080		972,232		4,078,165		5,050,397		868,958		1957	40 yrs.
1651 SW 5th Court	Pompano Beach, FL		—			203,247		811,093		126,108		203,247		937,202		1,140,449		218,072		1990	40 yrs.
1601 SW 5th Court	Pompano Beach, FL		—			203,247		811,093		403,403		203,247		1,214,496		1,417,743		238,976		1990	40 yrs.
1501 SW 5th Court	Pompano Beach, FL		—			203,247		811,093		34,338		203,247		845,431		1,048,679		182,175		1990	40 yrs.
1400 SW 6th Court	Pompano Beach, FL		—			1,157,049		4,620,956		263,427		1,157,049		4,884,382		6,041,432		998,636		1986	40 yrs.
1405 SW 6th Court	Pompano Beach, FL		—			392,138		1,565,787		78,994		392,138		1,644,781		2,036,920		347,683		1985	40 yrs.
595 SW 13th Terrace	Pompano Beach, FL		—			359,933		1,437,116		85,041		359,933		1,522,157		1,882,090		307,330		1984	40 yrs.
601 SW 13th Terrace	Pompano Beach, FL		—			164,413		655,933		40,501		164,413		696,434		860,846		134,187		1984	40 yrs.
605 SW 16th Terrace	Pompano Beach, FL		—			310,778		1,238,324		353,372		310,178		1,592,296		1,902,474		255,293		1965	40 yrs.
4300 Carolina Avenue	Richmond, VA		—			2,007,717		14,927,608		440,967		2,009,136		15,367,156		17,376,292		4,108,304		1985	40 yrs.
301 Hill Carter Parkway	Richmond, VA		—			659,456		4,836,010		625		659,456		4,836,635		5,496,091		1,309,815		1989	40 yrs.
4001 Carolina Avenue	Richmond, VA		—			29,443		215,914		305,691		29,443		521,605		551,048		98,697		1935	40 yrs.
5600-5626 Eastport Boulevard	Richmond, VA			*		489,941		3,592,900		199,379		489,941		3,792,279		4,282,220		1,110,878		1989	40 yrs.
5650-5674 Eastport Boulevard	Richmond, VA			*		644,384		4,025,480		210,079		644,384		4,235,559		4,879,943		1,281,114		1990	40 yrs.
5700 Eastport Boulevard	Richmond, VA			*		408,729		2,697,348		827,685		408,729		3,525,033		3,933,762		813,558		1990	40 yrs.
4101-4127 Carolina Avenue	Richmond, VA			*		310,854		2,279,597		567,636		310,854		2,847,233		3,158,087		669,779		1973	40 yrs.
4201-4261 Carolina Avenue	Richmond, VA			*		693,203		5,083,493		852,515		693,203		5,936,008		6,629,211		1,732,857		1975	40 yrs.
4263-4299 Carolina Avenue	Richmond, VA		—			256,203		2,549,649		1,539,234		256,203		4,088,883		4,345,086		1,024,433		1976	40 yrs.
4301-4335 Carolina Avenue	Richmond, VA		—			223,696		1,640,435		623,939		223,696		2,264,374		2,488,070		475,129		1978	40 yrs.
4337-4379 Carolina Avenue	Richmond, VA			*		325,303		2,385,557		858,723		325,303		3,244,280		3,569,583		1,170,470		1979	40 yrs.
4501-4549 Carolina Avenue	Richmond, VA			*		486,166		3,565,211		466,377		486,166		4,031,588		4,517,754		1,047,640		1981	40 yrs.
4551-4593 Carolina Avenue	Richmond, VA			*		474,360		3,478,646		251,242		474,360		3,729,888		4,204,248		990,449		1982	40 yrs.
4601-4643 Carolina Avenue	Richmond, VA			*		652,455		4,784,675		488,112		652,455		5,272,787		5,925,242		1,605,933		1985	40 yrs.
4645-4683 Carolina Avenue	Richmond, VA			*		404,616		2,967,187		1,077,200		404,616		4,044,387		4,449,003		1,672,722		1985	40 yrs.
4447-4491 Carolina Avenue	Richmond, VA		—			454,056		2,729,742		293,897		454,056		3,023,639		3,477,695		860,701		1987	40 yrs.
4401-4445 Carolina Avenue	Richmond, VA			*		615,038		4,510,272		397,983		615,038		4,908,255		5,523,293		1,315,034		1988	40 yrs.
2300 East Parham Road	Richmond, VA		—			221,947		1,011,088		2,443		221,947		1,013,531		1,235,478		291,544		1988	40 yrs.
5601-5659 Eastport Boulevard	Richmond, VA			*		705,660		—		4,687,838		720,100		4,673,398		5,393,498		1,545,623		1996	40 yrs.
5900 Eastport Boulevard	Richmond, VA		—			676,661		—		4,805,572		687,898		4,794,335		5,482,233		1,130,238		1997	40 yrs.
4717-4729 Eubank Road	Richmond, VA			*		449,447		3,294,697		464,789		452,263		3,756,669		4,208,932		977,794		1978	40 yrs.
4263F-N. Carolina Avenue	Richmond, VA		—			91,476		—		1,643,294		91,599		1,643,171		1,734,770		403,420		1975	40 yrs.
510 Eastpark Court	Richmond, VA		—			261,961		2,110,874		295,549		262,210		2,406,174		2,668,384		714,887		1989	40 yrs.

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized											Date of
									Subsequent			Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to			Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
520 Eastpark Court	Richmond, VA		—			486,118		4,083,582		223,503			486,598		4,306,606		4,793,203		1,047,303		1989	40 yrs.
13001 Kingston Avenue	Richmond, VA		—			376,584		—		2,032,172			376,701		2,032,055		2,408,756		465,543		1998	40 yrs.
5701-5799 Eastport Boulevard	Richmond, VA		—			694,644		—		5,627,694			700,503		5,621,836		6,322,338		1,491,794		1998	40 yrs.
701 Liberty Way	Richmond, VA			*		171,711		—		5,255,576			1,188,857		4,238,430		5,427,287		772,538		1999	40 yrs.
12730 Kingston Avenue	Richmond, VA		—			171,053		—		8,200,764			1,201,072		7,170,745		8,371,817		790,126		2001	40 yrs.
530 Eastpark Court	Richmond, VA		—			266,883		—		2,909,058			334,772		2,841,168		3,175,941		882,208		1999	40 yrs.
3829-3855 Gaskins Road	Richmond, VA		—			364,165		3,264,114		39,764			364,165		3,303,879		3,668,044		644,339		1988	40 yrs.
10800 Nuckols Boulevard	Richmond, VA		—			1,432,462		—		14,420,839			1,794,162		14,059,139		15,853,301		2,077,508		2000	40 yrs.
801 Liberty Way	Richmond, VA			*		780,000		—		6,408,701			785,059		6,403,642		7,188,701		1,309,444		1999	40 yrs.
100 Westgate Parkway	Richmond, VA		—			1,140,648		101,824		8,408,649			1,456,084		8,195,037		9,651,121		1,007,686		2001	40 yrs.
200 Westgate Parkway	Richmond, VA		—			1,623,612		—		5,900,379			1,072,797		6,451,195		7,523,992		643,127		2002	40 yrs.
1001 Boulders Parkway	Richmond, VA		—			2,073,739		5,634,796		251,657			2,079,643		5,880,549		7,960,191		73,860		2005	40 yrs.
7400 Beaufont Springs Drive	Richmond, VA		—			808,581		7,273,850		245,912			810,743		7,517,600		8,328,343		76,665		2005	40 yrs.
1100 Boulders Parkway	Richmond, VA		—			1,276,936		12,052,192		233,584			1,280,662		12,282,050		13,562,712		22		2005	40 yrs.
12 S. Third Street	Richmond, VA		—			40,539		184,682		14,061			40,539		198,743		239,282		52,216		1900	40 yrs.
6532 Judge Adams Road	Rock Creek, NC		—			354,903		—		3,718,126			399,988		3,673,042		4,073,029		854,530		1997	40 yrs.
6530 Judge Adams Road	Rock Creek, NC		—			305,821		—		4,458,196			335,061		4,428,955		4,764,016		793,188		1999	40 yrs.
6509 Franz Warner Parkway	Rock Creek, NC		—			360,494		—		2,829,679			372,494		2,817,679		3,190,173		407,971		2001	40 yrs.
38100 Ecorse Road	Romulus, MI		—			955,063		—		7,899,055			853,063		8,001,055		8,854,118		1,073,201		2000	40 yrs.
38000 Ecourse Road	Romulus, MI		—			807,660		—		12,732,027			1,053,337		12,486,350		13,539,687		2,097,585		2001	40 yrs.
26911-26957 Northwestern Highway	Southfield, MI		—			7,799,515		66,268,817		8,494,884			7,799,515		74,763,701		82,563,216		16,502,680		1985	40 yrs.
13650 NW 8th Street	Sunrise, FL		—			558,223		2,171,930		306,706			558,251		2,478,607		3,036,859		560,899		1991	40 yrs.
13630 NW 8th Street	Sunrise, FL		—			659,797		2,596,275		772,671			659,825		3,368,917		4,028,742		703,238		1991	40 yrs.
5501-5519 Pioneer Park Boulevard	Tampa, FL		—			162,000		1,613,000		258,142			262,416		1,770,726		2,033,142		547,688		1981	40 yrs.
5690-5694 Crenshaw Street	Tampa, FL		—			181,923		1,812,496		218,763			181,923		2,031,260		2,213,183		553,538		1979	40 yrs.
3102,3104,3110 Cherry Palm Drive	Tampa, FL		—			503,767		2,787,585		1,669,638			982,207		3,978,783		4,960,990		1,018,143		1986	40 yrs.
8401-8408 Benjamin Road	Tampa, FL		—			789,651		4,454,648		1,899,353			769,789		6,373,862		7,143,652		1,930,800		1986	40 yrs.
3501 Riga Boulevard	Tampa, FL		—			617,289		3,048,379		454,271			617,289		3,502,650		4,119,939		896,940		1987	40 yrs.
111 Kelsey Lane	Tampa, FL		—			359,540		1,461,850		908,769			359,540		2,370,619		2,730,159		620,004		1990	40 yrs.
7930, 8010-20 Woodland Center Boulevard	Tampa, FL			*		1,408,478		5,247,246		903,228			1,408,478		6,150,475		7,558,952		1,431,770		1990	40 yrs.
7920 Woodland Center Boulevard	Tampa, FL			*		1,382,648		2,445,444		(276,436	)		1,082,648		2,469,008		3,551,656		552,184		1997	40 yrs.
8154-8198 Woodland Center Boulevard	Tampa, FL			*		399,088		2,868,834		420,131			399,088		3,288,965		3,688,053		803,686		1988	40 yrs.
8112-42 Woodland Center Boulevard	Tampa, FL			*		513,263		3,230,239		533,544			513,263		3,763,784		4,277,046		761,297		1995	40 yrs.
8212 Woodland Center Boulevard	Tampa, FL			*		820,882		2,322,720		14,210			820,882		2,336,931		3,157,813		505,452		1996	40 yrs.
131 Kelsey Lane	Tampa, FL		—			511,463		—		4,455,291			559,527		4,407,227		4,966,754		1,495,878		1985	40 yrs.
7724 Woodland Center Boulevard	Tampa, FL		—			235,893		—		2,143,685			235,894		2,143,684		2,379,578		536,691		1998	40 yrs.
7802-50 Woodland Center Boulevard	Tampa, FL		—			357,364		—		2,711,761			506,949		2,562,177		3,069,125		940,408		1999	40 yrs.
7852-98 Woodland Center Boulevard	Tampa, FL		—			357,364		—		2,692,052			506,949		2,542,467		3,049,416		865,665		1999	40 yrs.
8921 Brittany Way	Tampa, FL		—			224,369		1,063,882		1,078,376			254,493		2,112,134		2,366,627		386,134		1998	40 yrs.
5250 Eagle Trail Drive	Tampa, FL		—			952,860		—		3,501,917			952,860		3,501,917		4,454,776		631,873		1998	40 yrs.
7725 Woodland Center Boulevard	Tampa, FL		—			553,335		—		3,345,476			771,501		3,127,310		3,898,811		540,286		1999	40 yrs.
8001 Woodland Center Boulevard	Tampa, FL		—			350,406		—		2,407,337			438,061		2,319,683		2,757,744		413,367		1999	40 yrs.
4630 Woodland Corporate Boulevard	Tampa, FL		—			943,169		—		12,592,708			1,560,099		11,975,778		13,535,877		1,961,943		2000	40 yrs.
701-725 South US Hwy 301	Tampa, FL		—			419,683		—		3,719,472			661,680		3,477,475		4,139,155		905,109		2000	40 yrs.
4502 Woodland Corporate Boulevard	Tampa, FL		—			—		—		4,005,900			1,071,535		2,934,365		4,005,900		454,996		1999	40 yrs.
9001-9015 Brittany Way	Tampa, FL		—			209,841		—		1,555,906			364,514		1,401,234		1,765,748		294,884		2000	40 yrs.
4508 Woodland Corporate Boulevard	Tampa, FL		—			498,598		—		3,057,752			556,887		2,999,463		3,556,350		481,275		2000	40 yrs.
7622 Bald Cypress Place	Tampa, FL		—			—		—		1,305,584			300,000		1,005,584		1,305,584		144,521		2000	40 yrs.
901-933 US Highway 301 South	Tampa, FL		—			500,391		—		4,023,528			840,314		3,683,605		4,523,919		795,906		2001	40 yrs.
4503 Woodland Corporate Boulevard	Tampa, FL		—			—		—		3,454,328			619,913		2,834,415		3,454,328		315,727		2002	40 yrs.
4505 Woodland Corporate Boulevard	Tampa, FL		—			—		—		2,891,079			716,594		2,174,485		2,891,079		365,159		2002	40 yrs.
4511 Woodland Corporate Boulevard	Tampa, FL		—			—		—		2,840,907			686,594		2,154,313		2,840,907		302,759		2002	40 yrs.
7621 Bald Cypress Place	Tampa, FL		—			—		—		1,482,613			447,498		1,035,115		1,482,613		89,641		2001	40 yrs.
4520 Seedling Circle	Tampa, FL		—			854,797		42,131		2,721,233			854,797		2,763,364		3,618,161		116,845		2003	40 yrs.
501 US Highway 301 South	Tampa, FL		—			898,884		—		3,499,853			900,508		3,498,229		4,398,737		92,280		2004	40 yrs.
9002-9036 Brittany Way	Tampa, FL		—			492,320		—		3,964,055			899,284		3,557,092		4,456,375		185,361		2004	40 yrs.
1650 Research Drive	Troy, MI		—			763,067		7,201,677		1,107,575			763,067		8,309,252		9,072,318		1,600,015		1985	40 yrs.
1775 Research Drive	Troy, MI		—			331,422		2,788,073		648,666			331,422		3,436,739		3,768,161		637,270		1985	40 yrs.
1875 Research Drive	Troy, MI		—			329,863		2,774,006		229,619			329,863		3,003,625		3,333,487		657,192		1986	40 yrs.
1850 Research Drive	Troy, MI		—			781,054		7,364,300		2,051,384			781,054		9,415,684		10,196,738		2,007,507		1986	40 yrs.
1965 Research Drive	Troy, MI		—			419,090		3,578,928		347,399			419,090		3,926,327		4,345,418		917,900		1987	40 yrs.
1960 Research Drive	Troy, MI		—			419,146		3,579,166		635,418			419,146		4,214,584		4,633,730		956,481		1987	40 yrs.
1101 Allen Drive	Troy, MI		—			98,144		887,935		326,837			98,148		1,214,768		1,312,916		328,596		1974	40 yrs.

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized											Date of
									Subsequent			Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to			Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
1151 Allen Drive	Troy, MI		—			164,483		1,486,220		209,271			164,486		1,695,487		1,859,974		466,361		1974	40 yrs.
1300 Rankin Street	Troy, MI		—			134,090		1,212,752		371,530			134,094		1,584,278		1,718,372		549,399		1979	40 yrs.
1350 Rankin Street	Troy, MI		—			111,776		1,011,497		181,054			111,779		1,192,547		1,304,327		270,056		1979	40 yrs.
1376-1400 Rankin Street	Troy, MI		—			134,292		1,213,626		274,369			134,296		1,487,992		1,622,287		331,077		1979	40 yrs.
1352-1374 Rankin Street	Troy, MI		—			153,275		1,385,098		285,361			153,279		1,670,455		1,823,734		407,580		1979	40 yrs.
1324-1346 Rankin Street	Troy, MI		—			134,090		1,212,214		124,406			134,094		1,336,616		1,470,710		271,915		1979	40 yrs.
1301-1307 Rankin Street	Troy, MI		—			111,776		1,011,121		138,922			111,779		1,150,040		1,261,819		245,086		1978	40 yrs.
1409 Allen Drive	Troy, MI		—			142,370		1,286,048		408,471			142,374		1,694,516		1,836,889		421,332		1978	40 yrs.
1304 E Maple Road	Troy, MI		—			211,233		1,906,786		349,157			211,236		2,255,940		2,467,176		482,604		1971	40 yrs.
1334 Maplelawn Road	Troy, MI		—			124,296		1,122,802		39,409			124,300		1,162,208		1,286,507		247,380		1983	40 yrs.
1290 Maplelawn Road	Troy, MI		—			85,321		771,621		223,628			85,325		995,245		1,080,570		188,319		1984	40 yrs.
1070 Maplelawn Road	Troy, MI		—			68,560		620,595		106,600			68,563		727,191		795,755		170,394		1982	40 yrs.
950 Maplelawn Road	Troy, MI		—			252,429		2,265,259		176,543			252,433		2,441,798		2,694,231		534,630		1982	40 yrs.
894 Maplelawn Road	Troy, MI		—			181,749		1,632,243		761,128			181,753		2,393,367		2,575,120		524,568		1986	40 yrs.
1940 Norwood Drive	Troy, MI		—			86,836		785,267		87,637			86,839		872,901		959,740		193,218		1983	40 yrs.
1311-1331 Maplelawn Road	Troy, MI		—			125,407		1,132,810		204,037			125,410		1,336,843		1,462,254		365,092		1986	40 yrs.
2354 Bellingham Street	Troy, MI		—			87,340		789,817		19,928			87,344		809,741		897,085		170,975		1990	40 yrs.
2360 Bellingham Street	Troy, MI		—			87,340		789,817		58,250			87,344		848,063		935,407		172,987		1985	40 yrs.
50 West Big Beaver Road	Troy, MI		—			2,159,678		19,481,454		2,053,901			2,159,678		21,535,355		23,695,033		4,578,446		1987	40 yrs.
100 West Big Beaver Road	Troy, MI		—			2,113,006		19,057,355		2,167,108			2,113,006		21,224,463		23,337,469		4,359,088		1987	40 yrs.
1600-1630 East Big Beaver Road	Troy, MI		—			1,454,406		2,952,884		53,694			1,458,737		3,002,247		4,460,984		462,592		1982	40 yrs.
2600 Bellingham Drive	Troy, MI		—			1,796,869		—		4,095,318			1,938,746		3,953,441		5,892,187		902,648		2002	40 yrs.
2710 Bellingham Drive	Troy, MI		—			1,796,869		—		4,721,835			1,938,746		4,579,958		6,518,704		911,389		2002	40 yrs.
3432 Holland Road	Virginia Beach, VA		—			173,527		790,515		2,462			173,527		792,977		966,504		214,298		1989	40 yrs.
2809 South Lynnhaven Road	Virginia Beach, VA		—			953,590		6,142,742		1,039,718			953,590		7,182,460		8,136,050		1,588,070		1987	40 yrs.
200 Golden Oak Court	Virginia Beach, VA			*		1,116,693		6,770,480		931,872			1,116,693		7,702,352		8,819,044		1,737,979		1988	40 yrs.
208 Golden Oak Court	Virginia Beach, VA			*		965,177		6,728,717		1,128,434			965,177		7,857,151		8,822,329		1,779,740		1989	40 yrs.
484 Viking Drive	Virginia Beach, VA		—			891,753		3,607,890		476,860			891,753		4,084,750		4,976,502		878,637		1987	40 yrs.
629 Phoenix Drive	Virginia Beach, VA		—			371,694		2,108,097		192,844			371,694		2,300,941		2,672,635		468,249		1996	40 yrs.
5700 Cleveland Street	Virginia Beach, VA		—			700,112		9,592,721		1,656,986			700,564		11,249,254		11,949,819		2,592,377		1989	40 yrs.
1457 Miller Store Road	Virginia Beach, VA		1,768,123			473,689		2,663,045		327,736			474,746		2,989,725		3,464,470		185,376		2003	40 yrs.
11020 West Plank Court	Wauwatosa, WI		—			464,246		3,230,511		(519,943	)		464,246		2,710,568		3,174,814		453,347		1985	40 yrs.
825 Duportail Road	Wayne, PA		—			5,536,619		16,179,213		575,491			5,539,281		16,752,043		22,291,324		2,424,182		1979	40 yrs.
1500 Liberty Ridge	Wayne, PA		—			8,287,555		—		31,221,790			11,636,499		27,872,847		39,509,346		3,126,431		2002	40 yrs.
1200 Liberty Ridge Drive	Wayne, PA		—			6,215,667		—		8,637,849			5,223,660		9,629,855		14,853,515		2,029,762		2001	40 yrs.
11300-90 West Theodore Trecker Way	West Allis, WI		—			500,565		1,591,678		103,028			504,996		1,690,275		2,195,271		—		2005	40 yrs.
11548 West Theodore Trecker Way	West Allis, WI		—			660,068		4,640,578		24,851			662,751		4,662,746		5,325,497		65,241		2005	40 yrs.
11420 West Theodore Trecker Way	West Allis, WI		—			348,146		2,057,483		12,510			349,728		2,068,411		2,418,139		28,932		2005	40 yrs.
400-500 Brandywine Parkway	West Chester, PA		—			845,846		6,809,025		451,726			845,846		7,260,751		8,106,597		1,545,518		1988	40 yrs.
600 Brandywine Parkway	West Chester, PA		—			664,899		5,352,410		716,066			664,899		6,068,476		6,733,375		1,372,613		1988	40 yrs.
905 Airport Road	West Chester, PA		—			1,715,000		5,185,000		866,637			1,735,012		6,031,625		7,766,637		2,164,900		1988	40 yrs.
Liberty Square	West Malling, UK		—			—		—		—			273,650		9,564,327		9,837,977		—		2005	40 yrs.
3612 La Grange Parkway	Williamsburg, VA		—			—		—		5,687,810			887,234		4,800,577		5,687,810		162,428		2003	40 yrs.
7805 Hudson Road	Woodbury, MN		—			1,279,834		—		10,338,324			1,385,739		10,232,420		11,618,158		1,498,600		2002	40 yrs.

Subtotal Operating Real Estate		$	71,651,258		$	573,622,674	$	1,777,453,153	$	2,009,367,173		$	629,962,000	$	3,730,481,000	$	4,360,443,000	$	748,818,000

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


								Costs
								Capitalized										Date of
								Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
				Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances		Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
DEVELOPMENT PROPERTIES
8400 Industrial Boulevard	Allentown, PA		—		7,531,500		—		6,438,875		—		13,970,375		13,970,375		—		2005		N/A
901 Bilter Road	Aurora, IL		—		5,649,052		—		13,484,249		—		19,133,301		19,133,301		—		2004		N/A
1301 Executive Boulevard	Chesapeake, VA		—		—		—		2,814,505		—		2,814,505		2,814,505		—		2005		N/A
6230 Old Dobbin Lane	Columbia, MD		—		3,004,075		—		6,833,827		—		9,837,902		9,837,902		—		2004		N/A
420 Deleware Drive	Fort Washington, PA		—		2,766,931		—		5,870,073		—		8,637,004		8,637,004		—		2004		N/A
200 W Cypress Creek Road	Ft Lauderdale, FL		—		3,414,989		2,399,738		6,852,963		—		12,667,690		12,667,690		—		2003		N/A
2 Independence Point	Greenville, SC		—		371,600		—		2,347,301		—		2,718,901		2,718,901		—		2005		N/A
600 Industrial Drive	Harrisburg, PA		—		7,743,800		—		4,206,745		—		11,950,545		11,950,545		—		2005		N/A
1498 Eagle Hill Drive	High Point, NC		—		94,274		—		1,118,564		—		1,212,838		1,212,838		—		1999		N/A
400 Mendenhall Oaks Parkway	High Point, NC		—		—		—		1,698,078		—		1,698,078		1,698,078		—		2004		N/A
5201 Gate Parkway	Jacksonville, FL		—		3,836,532		—		8,906,863		—		12,743,395		12,743,395		—		2005		N/A
7528 Walker Way	Lehigh Valley, PA		—		893,441		—		4,111,637		—		5,005,078		5,005,078		—		2004		N/A
75 Brookfield Oaks Drive	Mauldin, SC		—		419,731		—		1,751,644		—		2,171,375		2,171,375		—		2003		N/A
65 Brookfield Oaks Drive	Mauldin, SC		—		557,174		—		2,652,752		—		3,209,926		3,209,926		—		2004		N/A
11050 West Liberty Drive	Milvaukee, WI		—		—		—		2,468,136		—		2,468,136		2,468,136		—		2005		N/A
302 Fellowship Road	Mt Laurel, NJ		—		1,512,120		—		2,268,486		—		3,780,605		3,780,605		—		2001		N/A
17th & JFK Tower	Philadelphia, PA		—		22,430,038		—		101,594,438		—		124,024,476		124,024,476		—		2005		N/A
1 Crescent Drive	Philadelphia, PA		—		567,280		—		10,664,954		—		11,232,234		11,232,234		—		2004		N/A
3900 Westerre Parkway	Richmond, VA		—		392,184		—		8,220,581		—		8,612,765		8,612,765		—		2005		N/A
6505 Cogswell Road	Romulus, MI		—		594,523		—		7,087,829		—		7,682,353		7,682,353		—		2000		N/A
38100 Ecorse Road Expansion	Romulus, MI		—		—		—		49,703		—		49,703		49,703		—		2005		N/A
8501 East Raintree Drive	Scottsdale, AZ		—		4,076,412		—		11,281,969		—		15,358,381		15,358,381		—		2005		N/A
6950 Harbor View Blvd	Suffolk, VA		—		929,844		—		6,019,100		—		6,948,944		6,948,944		—		2004		N/A
8900-34 Brittany Way	Tampa, FL		—		537,194		—		2,285,528		—		2,822,723		2,822,723		—		2005		N/A
200-34 Kelsey Lane	Tampa, FL		—		330,097		—		3,539,403		—		3,869,500		3,869,500		—		2005		N/A
1646 Rankin Road	Houston, TX		—		329,961		—		3,108,463		—		3,438,423		3,438,423		—		2005		N/A
3701 Corporate Parkway	Upper Saucon, PA		—		1,078,674		—		3,362,688		—		4,441,362		4,441,362		—		2003		N/A
42 Kings Hill Avenue	West Malling, UK		—		—		—		12,864,051		—		12,864,051		12,864,051		—		2005		N/A
777 Township Line Road	Yardley, PA		—		3,436,013		—		6,123,418		—		9,559,431		9,559,431		—		2005		N/A


Subtotal Development in Progress		$	—	$	72,497,442	$	2,399,738	$	250,026,820	$	—	$	324,924,000	$	324,924,000	$	—

LIBERTY PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


								Costs
								Capitalized											Date of
								Subsequent			Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
				Initial Cost				to			Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances		Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
LAND HELD FOR DEVELOPMENT
Perryman Road Land	Aberdeen, MD	$	—	$	12,046,811	$	—	$	—		$	12,046,811	$	—	$	12,046,811	$	—		2005		N/A
West Ridge Corporate Center Land	Aurora, IL		—		826,547		—		10,626,723			11,453,270		—		11,453,270		—		2003		N/A
LVCC Phase 2 Land	Bethlehem, PA		—		3,741,506		—		2,418,375			6,159,881		—		6,159,881		—		1998		N/A
Lehigh Valley Corporate Center Land	Bethlehem, PA		—		309,058		—		(42,339	)		266,719		—		266,719		—		1987		N/A
5705 Old Shakopee Road	Bloomington, MN		—		2,113,223		—		50,087			2,163,310		—		2,163,310		—		2001		N/A
Boca Colannade Yamato Road	Boca Raton, FL		—		3,649,792		—		1,103,719			4,753,511		—		4,753,511		—		1998		N/A
Rivers’ Bend Land	Chesterfield, VA		—		1,695,415		—		3,807,147			5,502,561		—		5,502,561		—		1995		N/A
501 Hewlett Packard Way	Chesterfield, VA		—		165,042		—		484,965			650,007		—		650,007		—		1996		N/A
Columbia Crossing Land	Columbis, MD		—		3,865,848		—		417,920			4,283,768		—		4,283,768		—		2000		N/A
Liberty Place Land	Eden Prairie, MN		—		4,500,641		—		(2,308,762	)		2,191,880		—		2,191,880		—		1998		N/A
Independence Pointe Land	Greenville, SC		—		932,484		—		1,512,636			2,445,120		—		2,445,120		—		1997		N/A
Southchase Business Park Land	Greenville, SC		—		1,369,712		—		596,521			1,966,232		—		1,966,232		—		1998		N/A
Volvo Center Land	Hampton, VA		—		1,650,423		—		(515,359	)		1,135,065		—		1,135,065		—		2000		N/A
Lakefront Plaza II Land	Hampton, VA		—		132,785		—		92,583			225,368		—		225,368		—		2001		N/A
Patapsco Valley Business Center	Hanover, MD		—		4,299,366		—		1,694,367			5,993,733		—		5,993,733		—		2004		N/A
Mendenhall Land	High Point, NC		—		1,910,135		—		4,253,485			6,163,620		—		6,163,620		—		1995		N/A
Piedmont Centre Land	High Point, NC		—		1,621,044		—		241,932			1,862,976		—		1,862,976		—		2004		N/A
Horsham Business Center Land	Horsham, PA		—		9,620,495		—		(9,539,695	)		80,800		—		80,800		—		2005		N/A
Commonwealth Corporate Center Land	Horsham, PA		—		3,047,683		—		3,995			3,051,677		—		3,051,677		—		2005		N/A
Central Green Land	Houston, TX		—		481,229		—		13,185			494,414		—		494,414		—		2001		N/A
Noxell Land	Hunt Valley, MD		—		2,166,068		—		838,437			3,004,505		—		3,004,505		—		2001		N/A
Liberty Business Park Land	Jacksonville, FL		—		448,097		—		90,019			538,116		—		538,116		—		1995		N/A
7024 AC Skinner Parkway	Jacksonville, FL		—		468,643		—		356,309			824,952		—		824,952		—		1995		N/A
Belfort Road	Jacksonville, FL		—		468,643		—		109,850			578,493		—		578,493		—		1998		N/A
Butler Plaza Land	Jacksonville, FL		—		1,303,792		—		1,714,406			3,018,198		—		3,018,198		—		1998		N/A
Salisbury Road Land	Jacksonville, FL		—		880,828		—		698,516			1,579,344		—		1,579,344		—		2000		N/A
Skinner Land Parcel B	Jacksonville, FL		—		2,306,191		—		592			2,306,783		—		2,306,783		—		2005		N/A
Boulders Business Center Land	Lehigh, PA		—		25,581,432		—		(6,263,273	)		19,318,159		—		19,318,159		—		2004		N/A
Mill Run Land	Lehigh, PA		—		2,882,221		—		31,423			2,913,643		—		2,913,643		—		2005		N/A
Commodore Business Park	Logan, NJ		—		1,756,748		—		(60,293	)		1,696,455		—		1,696,455		—		1995		N/A
Quarry Ridge Land	Malvern, PA		—		8,398,708		—		2,803,093			11,186,285		15,515		11,201,800		—		2001		N/A
Park Place South Land	Milwaukee, WI		—		2,362,904		—		1,180,869			3,543,774		—		3,543,774		—		1999		N/A
306 & 330 Fellowship Road	Mount Laurel, NJ		—		3,730,570		—		—			3,730,570		—		3,730,570		—		2005		N/A
Orlando Corporate Center Land	Orlando, FL		—		903,701		—		(73,850	)		829,851		—		829,851		—		2000		N/A
Beeland Industrial Park Land	Orlando, FL		—		1,780,809		—		563,071			2,343,880		—		2,343,880		—		2004		N/A
South Center Land — Phase II	Orlando, FL		—		838,853		—		(77,577	)		761,276		—		761,276		—		2004		N/A
Maitland Summit Park Land	Orlando, FL		—		4,388,905		—		23,512			4,412,417		—		4,412,417		—		2005		N/A
JFK & Arch Parking Lots/Land (West)	Philadelphia, PA		—		4,700,222		—		(1,633,306	)		3,066,916		—		3,066,916		—		2000		N/A
Eastport VII	Richmond, VA		—		787,091		—		843,729			1,630,820		—		1,630,820		—		1997		N/A
Eastport VIII	Richmond, VA		—		379,836		—		6,187			386,023		—		386,023		—		1997		N/A
Eastport IX	Richmond, VA		—		209,856		—		5,096			214,952		—		214,952		—		1997		N/A
Westerre Land	Richmond, VA		—		725,109		—		267,056			992,165		—		992,165		—		2003		N/A
IRS Distribution Ctr Land	Richmond, VA		—		100,000		—		(87,019	)		12,981		—		12,981		—		1995		N/A
Romulus Land	Romulus, MI		—		788,338		—		624,330			1,412,668		—		1,412,668		—		1998		N/A
Woodlands Center Land	Sandston, VA		—		928,555		—		285,461			1,214,017		—		1,214,017		—		1996		N/A
Northsight Land	Scottsdale, AZ		—		7,247,107		—		—			7,247,107		—		7,247,107		—		2005		N/A
Woodlands Center Land	Suffolk, VA		—		678,039		—		11,461			689,500		—		689,500		—		2005		N/A
Woodlands Center Land	Suffolk, VA		—		904,052		—		14,245			918,297		—		918,297		—		2005		N/A
Silo Bend Land	Tampa, FL		—		81,802		—		1,660,245			1,742,047		—		1,742,047		—		1996		N/A
Woodland Corporate Center Land	Tampa, FL		—		2,002,231		—		(223,628	)		1,778,604		—		1,778,604		—		1998		N/A
6119 W. Linebaugh Avenue	Tampa, FL		—		175,886		—		22,320			198,205		—		198,205		—		2000		N/A
Big Beaver Airport Land	Troy, MI		—		6,604,631		—		(4,948,875	)		1,655,756		—		1,655,756		—		1999		N/A


Subtotal Land Held for Development		$	—	$	144,959,109	$	—	$	13,693,891		$	158,637,485	$	15,515	$	158,653,000	$	—



Total All Properties		$	71,651,258	$	791,079,225	$	1,779,852,892	$	2,273,087,885		$	788,599,485	$	4,055,420,515	$	4,844,020,000	$	748,818,000


*		Denotes property is collateralized under mortgages with Nationwide, Principal Mutual, American General, New York Life, Manufacturer’s Life, USG Annuity and Life and Jackson National Life totalling $264.2 million.

Management’s Annual Report on Internal Control Over Financial Reporting

To the Partners of Liberty Property Limited Partnership:

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a – 15 (f) and 15d – 15(f). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management regarding the preparation and fair presentation of published financial statements.

March 10, 2006

Report of Independent Registered Public Accounting Firm

The Partners of Liberty Property Limited Partnership

We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, that Liberty Property Limited Partnership (the “Operating Partnership”) maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting based on our audit.

In our opinion, management’s assessment that Liberty Property Limited Partnership maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Liberty Property Limited Partnership as of December 31, 2005 and 2004, and the related consolidated statements of operations, owners’ equity, and cash flows for the each of the three years in the period ended December 31, 2005 of the Operating Partnership and our report dated March 10, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
March 10, 2006

Report of Independent Registered Public Accounting Firm

The Partners of Liberty Property Limited Partnership

We have audited the accompanying consolidated balance sheets of Liberty Property Limited Partnership (the “Operating Partnership”) as of December 31, 2005 and 2004, and the related consolidated statements of operations, owners’ equity, and cash flows for each of the three years in the period ended December 31, 2005. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Liberty Property Limited Partnership at December 31, 2005 and 2004, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Liberty Property Limited Partnership’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2006 expressed an unqualified opinion thereon.

/s/Ernst & Young LLP

Philadelphia, Pennsylvania
March 10, 2006

CONSOLIDATED STATEMENTS OF OPERATIONS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)


	YEAR ENDED DECEMBER 31,
	2005			2004			2003
OPERATING REVENUE
Rental	$	486,121		$	452,753		$	430,435
Operating expense reimbursement		194,609			175,574			163,451

Total operating revenue		680,730			628,327			593,886


OPERATING EXPENSES
Rental property		142,838			128,005			116,505
Real estate taxes		68,865			62,809			59,734
General and administrative		38,138			33,759			28,316
Depreciation and amortization		146,526			129,298			116,557

Total operating expenses		396,367			353,871			321,112

Operating Income		284,363			274,456			272,774

OTHER INCOME (EXPENSE)

Interest and other income		8,622			7,290			8,285
Interest expense		(129,617	)		(116,630	)		(117,754	)

Total other income(expense)		(120,995	)		(109,340	)		(109,469	)


Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures		163,368			165,116			163,305

Gain (loss) on property dispositions		84,295			496			447
Income taxes		(14,827	)		(1,820	)		(2,326	)
Minority interest		(357	)		632			(673	)
Equity in earnings (loss) of unconsolidated joint ventures		2,540			(775	)		1,744

Income from continuing operations		235,019			163,649			162,497

Discontinued operations (including net gain on property dispositions of $37,915, $11,603 and $11,958 for the years ended December 31, 2005, 2004 and 2003, respectively)		36,940			16,593			21,173

Net income		271,959			180,242			183,670
Preferred unit distributions		12,095			11,844			12,416

Income available to common unitholders	$	259,864		$	168,398		$	171,254


Earnings per common unit
Basic:
Income from continuing operations	$	2.46		$	1.72		$	1.82
Income from discontinued operations		0.41			0.19			0.26

Income per common unit – basic	$	2.87		$	1.91		$	2.08


Diluted:
Income from continuing operations	$	2.42		$	1.70		$	1.80
Income from discontinued operations		0.40			0.18			0.25

Income per common unit – diluted	$	2.82		$	1.88		$	2.05


Weighted average number of common units outstanding
Basic		90,540			88,210			82,268
Diluted		91,931			89,700			83,561

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(IN THOUSANDS)


	YEAR ENDED DECEMBER 31,
	2005			2004			2003
OPERATING ACTIVITIES
Net income	$	272,316		$	179,610		$	184,343
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		150,722			136,700			123,102
Amortization of deferred financing costs		4,758			4,315			4,013
Equity in (earnings) loss of unconsolidated joint ventures		(2,540	)		775			(1,744	)
Distributions from unconsolidated joint ventures		4,651			682			3,145
Gain on property dispositions		(122,210	)		(12,099	)		(12,405	)
Noncash compensation		3,980			2,388			2,877
Changes in operating assets and liabilities:
Restricted cash		3,849			(19,334	)		(12,154	)
Accounts receivable		1,804			(8,449	)		5,125
Deferred rent receivable		(6,290	)		(8,513	)		(9,240	)
Prepaid expenses and other assets		(12,488	)		(12,046	)		(3,638	)
Accounts payable		8,894			8,859			(11,848	)
Accrued interest		(102	)		2,166			257
Other liabilities		52,353			18,282			(8,022	)

Net cash provided by operating activities		359,697			293,336			263,811

INVESTING ACTIVITIES
Investment in properties		(324,340	)		(253,017	)		(145,997	)
Cash paid for business net of cash acquired		—			—			16,627
Investments in unconsolidated joint ventures		(13,790	)		(6,198	)		(4,918	)
Proceeds from disposition of properties/land		415,144			54,140			49,744
Investment in development in progress		(235,078	)		(105,208	)		(59,953	)
Increase in land held for development		(91,436	)		(34,132	)		(27,650	)
Increase in deferred leasing costs		(37,133	)		(29,560	)		(22,986	)

Net cash used in investing activities		(286,633	)		(373,975	)		(195,133	)

FINANCING ACTIVITIES
Net proceeds from issuance of unsecured notes		296,424			197,517			3,683
Repayment of unsecured notes		—			(100,000	)		(73,739	)
Proceeds from mortgage loans		—			9,618			1,223
Repayments of mortgage loans		(173,926	)		(23,592	)		(15,436	)
Proceeds from credit facility		784,800			477,800			453,950
Repayments on credit facility		(841,350	)		(332,800	)		(418,950	)
Increase in deferred financing costs		(3,465	)		(199	)		(2,640	)
Capital contributions		136,200			86,329			207,021
Distributions to partners		(237,101	)		(225,055	)		(213,223	)

Net cash (used in) provided by financing activities		(38,418	)		89,618			(58,111	)

Increase in cash and cash equivalents		34,646			8,979			10,567
(Decrease) increase in cash and cash equivalents related to foreign currency translation		(6,684	)		2,879			3,309
Cash and cash equivalents at beginning of year		33,667			21,809			7,933

Cash and cash equivalents at end of year	$	61,629		$	33,667		$	21,809

SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Write-off of fully depreciated property and deferred costs	$	83,794		$	27,990		$	13,187
Issuance of operating partnership units		—			—			1,151
Acquisition of properties		(51,716	)		(11,305	)		(56,083	)
Assumption of mortgage loans		51,716			11,305			56,083

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP

1. ORGANIZATION

Liberty Property Trust (the “Trust”) is a self-administered and self-managed Maryland real estate investment trust (a “REIT”). Substantially all of the Trust’s assets are owned directly or indirectly, and substantially all of the Trust’s operations are conducted directly or indirectly, by its subsidiary, Liberty Property Limited Partnership, a Pennsylvania limited partnership (the “Operating Partnership” and, together with the Trust and their consolidated subsidiaries, the “Company”). The Trust is the sole general partner and also a limited partner of the Operating Partnership, owning 96.2% of the common equity of the Operating Partnership at December 31, 2005. The Company provides leasing, property management, development, acquisition, and other tenant-related services for a portfolio of industrial and office properties which are located principally within the Mid-Atlantic, Southeastern and Midwestern United States and the United Kingdom.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Principles of Consolidation

The Consolidated Financial Statements of the Company include, the Trust, the Operating Partnership and wholly owned subsidiaries and those subsidiaries in which the Company owns a majority voting interest with the ability to control operations of the subsidiaries and where no approval, veto or other important rights have been granted to the minority shareholders. All significant intercompany transactions and accounts have been eliminated.

Reclassifications

Certain amounts from prior years have been reclassified to conform to current-year presentation.

Real Estate and Depreciation

The properties are recorded at the lower of cost or fair value and are depreciated using the straight line method over their estimated useful lives. The estimated lives are as follows:


Buildings and improvements		40 years (blended)
Equipment		5-10 years
Tenant improvements		Term of the related lease

Expenditures directly related to acquisition, or improvement of real estate, including interest and other costs capitalized during development, are included in net real estate and are stated at cost. The capitalized costs include pre-construction costs essential to the development of the property, development and construction costs, interest costs, real estate taxes, salaries and other costs incurred during the period of development. Expenditures for maintenance and repairs are charged to operations as incurred.

In accordance with the Financial Accounting Standards Board (“FASB”) Statement of Financial Standards (‘SFAS”) No. 141, “Business Combinations,” the Company allocates the purchase price of real estate to land, building and improvements and intangibles based on the relative fair value of each component. The value ascribed to in-place leases is based on the rental rates for the existing leases compared to market rent for leases of similar terms and present valuing the difference based on market interest rates. Origination values are also assigned to in-place leases, and, where appropriate, value is assigned to customer relationships. The Company depreciates the amounts allocated to building and improvements over 40 years and the amounts allocated to intangible assets relating to in-place leases, which are included in deferred financing and leasing costs in the accompanying balance sheet, over the remaining term of the related leases. Once a property is designated as held for sale, no further depreciation expense is recorded. Properties identified as held for sale and /or sold are presented in discontinued operations for all periods presented.

The Company evaluates its real estate investments and its investments in unconsolidated joint ventures upon occurrence of significant adverse changes in their operations to assess whether any impairment indicators are present that affect the recovery of the recorded value. If any real estate investment or investment in unconsolidated joint ventures is considered impaired, a loss is provided to reduce the carrying value of the property to its estimated fair value.

Investments in Unconsolidated Joint Ventures

The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence, but does not control these entities. Under the equity method of accounting, the net equity investments of the Company is reflected in the consolidated balance sheets and the Company’s share of net income from the joint ventures is included on the consolidated statements of operations.

Cash and Cash Equivalents

Highly liquid investments with a maturity of three months or less when purchased are classified as cash equivalents.

Restricted Cash

Accounts Receivable

The Company’s accounts receivable are comprised of rents and charges for property operating costs due from tenants. The Company periodically performs a detailed review of amounts due from tenants to determine if account receivable balances are collectible. Based on this review, accounts receivable are reduced by an allowance for doubtful accounts. The Company considers tenant credit quality and payment history and general economic conditions in determining the allowance for doubtful accounts. If the accounts receivable balance is subsequently deemed uncollectible, the receivable and allowance for doubtful account balance is written off.

The allowance for doubtful accounts at December 31, 2005 and 2004 was $6.7 million and $6.0 million, respectively.

Deferred Rent Receivable

Deferred rent receivable represents the cumulative difference between rent revenue recognized on a straight line basis and contractual payments due under the terms of tenant leases.

Revenues

a) the termination agreement is executed,
b) the termination fee is determinable,
c) all landlord services, pursuant to the terminated lease, have been rendered, and
d) collectibility of the termination fee is assured.

Deferred Financing and Leasing Costs

Income per Common Unit

The following table sets forth the computation of basic and diluted income per common unit (in thousands, except per unit amounts):


	2005							2004
				Weighted							Weighted
				Average							Average
	Income			Units		Per		Income			Units		Per
	(Numerator)			(Denominator)		Unit		(Numerator)			(Denominator)		Unit
Income from continuing operations	$	235,019						$	163,649
Less: Preferred unit distributions		(12,095	)						(11,844	)

Basic income from continuing operations
Income from continuing operations available to common unitholders		222,924			90,540	$	2.46		151,805			88,210	$	1.72

Dilutive units for long-term compensation plans		—			1,391				—			1,490

Diluted income from continuing operations
Income from continuing operations available to common unitholders and assumed conversions		222,924			91,931	$	2.42		151,805			89,700	$	1.70

Basic income from discontinued operations
Discontinued operations net of minority interest		36,940			90,540	$	0.41		16,593			88,210	$	0.19

Dilutive units for long-term compensation plans		—			1,391				—			1,490

Diluted income from discontinued operations
Discontinued operations net of minority interest		36,940			91,931	$	0.40		16,593			89,700	$	0.18

Basic income per common unit
Income available to common unitholders		259,864			90,540	$	2.87		168,398			88,210	$	1.91

Dilutive shares for long-term compensation plans		—			1,391				—			1,490

Diluted income per common unit
Income available to common unitholders and assumed conversions	$	259,864			91,931	$	2.82	$	168,398			89,700	$	1.88


	2003
				Weighted
				Average
	Income			Units		Per
	(Numerator)			(Denominator)		Unit
Income from continuing operations	$	162,497
Less: Preferred unit distributions		(12,416	)

Basic income from continuing operations
Income from continuing operations available to common unitholders		150,081			82,268	$	1.82

Dilutive units for long-term compensation plans		—			1,293

Diluted income from continuing operations
Income from continuing operations available to common unitholders and assumed conversions		150,081			83,561	$	1.80

Basic income from discontinued operations
Discontinued operations net of minority interest		21,173			82,268	$	0.26

Dilutive units for long-term compensation plans		—			1,293

Diluted income from discontinued operations
Discontinued operations net of minority interest		21,173			83,561	$	0.25

Basic income per common unit
Income available to common unitholders		171,254			82,268	$	2.08

Dilutive unit for long-term compensation plans		—			1,293

Diluted income per common unit
Income available to common unitholders and assumed conversions	$	171,254			83,561	$	2.05

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, deferred rent receivable, accounts payable, accrued interest, dividends payable and other liabilities are reasonable estimates of fair values because of the short-term nature of these items. The fair value of the Company’s long-term debt, which is based on estimates by management and on rates quoted on December 31, 2005 for comparable loans, exceeds the aggregate carrying value by approximately $92 million at December 31, 2005.

Income Taxes

In conformity with the Internal Revenue Code and applicable state and local statutes, taxable income or loss of the Operating Partnership is required to be reported in the tax returns of the partners in accordance with the terms of the Partnership Agreement. However, the Company is taxed in certain States and the United Kingdom. Accordingly, the Company has recognized federal, state and local taxes in accordance with US GAAP, as applicable.

Foreign Currency Translation

The functional currency for the Company’s United Kingdom operations is pounds sterling. The Company translates its financial statements into US dollars. Gains and losses resulting from this translation do not impact the results of operations and are included in accumulated other comprehensive income as a separate component of shareholders’ equity. Other comprehensive income (loss) was ($15.2 million), $10.4 million and $11.9 million for the years ended December 31, 2005, 2004 and 2003, respectively. Upon sale or upon complete or substantially complete liquidation of a foreign investment, the gain or loss on the sale will include a portion of the cumulative translation adjustments that have been previously recorded in other comprehensive income.

Recently Issued Accounting Standards

SFAS No. 123 (revised 2004)

SFAS No. 153

Emerging Issues Task Force (“EITF”) Issue No. 04-5

Interpretation of FASB Statement No. 143 (“FIN 47”)

asset retirement obligation if the fair value of the liability can be reasonably estimated. The fair value of a liability for the conditional asset retirement obligation should be recognized when incurred – generally upon acquisition, construction, or development and/or through the normal operation of the asset. Uncertainty about the timing and/or method of settlement of a conditional asset retirement obligation should be factored into the measurement of a liability when sufficient information exists. SFAS No. 143 acknowledges that in some cases, sufficient information may not be available to reasonably estimate the fair value of an asset retirement obligation. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective for the year ended December 31, 2005 and did not have a material effect on the Company’s consolidated financial position or results of operations for 2005.

3. REAL ESTATE


	Land		Buildings
	And Land		And				Accumulated
	Improvements		Improvements		Total		Depreciation
2005:
Industrial properties	$	308,404	$	1,669,294	$	1,977,698	$	339,465
Office properties		321,558		2,061,187		2,382,745		409,353

2005 Total	$	629,962	$	3,730,481	$	4,360,443	$	748,818


2004:
Industrial properties	$	293,282	$	1,588,513	$	1,881,795	$	308,963
Office properties		329,705		2,027,691		2,357,396		383,686

2004 Total	$	622,987	$	3,616,204	$	4,239,191	$	692,649

Depreciation expense was $123.3 million in 2005, $114.2 million in 2004 and $105.1 million in 2003.

Information on the operating properties the Company has sold for the year ended December 31, 2005 and 2004 are as follows:

2005 Sales


	Number of		Leasable
	Buildings		Square Feet		Proceeds
					(in thousands)
Segment
Delaware Valley
Southeastern Pennsylvania		2		139,760	$	7,864
Other		3		177,733		12,333
Midwest
Lehigh Valley		2		142,204		8,676
Other		18		400,262		23,236
Mid-Atlantic		4		727,732		51,570
Florida		6		726,632		53,834
United Kingdom		16		602,175		263,343

Total		51		2,916,498	$	420,856

2004 Sales


	Number of		Leasable
	Buildings		Square Feet		Proceeds
					(in thousands)
Segment
Delaware Valley
Southeastern Pennsylvania		3		248,073	$	30,814
Other		1		45,390		1,950
Midwest
Lehigh Valley		—		—		—
Other		3		303,723		13,150
Mid-Atlantic		—		—		—
Florida		3		163,330		5,205
United Kingdom		—		—		—

Total		10		760,516	$	51,119

4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

On November 18, 2002, the Company entered into a joint venture agreement (“Liberty Venture I, LP”) with the Public Employees’ Retirement Association of Colorado. The Company sold or contributed 28 properties with a net book value of $127.5 million to the joint venture in exchange for a 25% ownership interest in the joint venture and $108.8 million in cash. The properties are industrial distribution properties in New Jersey (the Delaware Valley Segment). The Company’s share of the joint venture earnings is included in equity in (loss) earnings of unconsolidated joint ventures in the accompanying statement of operations. The Company provides development, leasing and property management services for a fee, and may receive a promoted interest if certain return thresholds are met.

During the year ended December 31, 2004, the joint venture purchased additional industrial distribution properties with net book value of $5.5 million. During the year ended December 31, 2005, the joint venture disposed of three properties for proceeds of $21.1 million.

On December 14, 2005, the Company entered into a joint venture agreement (“Kings Hill Unit Trust”) with Doughty Hanson & Co. Real Estate. The Company sold 15 properties with a net book value of $125.8 million to the joint venture for $219.9 million in cash. In addition, the Company holds a $7.6 million note receivable from the Kings Hill United Trust and retained a 20% ownership interest in the joint venture. The note receivable bears interest at a 9% rate. The Company recognized a $75.1 million gain net of $14.5 million of tax on the sale of its United Kingdom Properties in Operation to the Kings Hill Unit Trust. Due to the Company’s continuing involvement in this joint venture, the operations to the date of sale, as well as the gain on sale and related taxes are included in income from continuing operations in the consolidated statements of operations. The properties which were sold are industrial-flex

and office properties and are included in the Company’s United Kingdom segment. The Company provides property management services for a fee, and may receive a promoted interest if certain return thresholds are met.

The Company’s share of each of the joint venture earnings is included in equity in earnings (loss) of unconsolidated joint ventures in the accompanying consolidated statements of operations.

Balance Sheets:


	December 31, 2005
	Liberty Venture			Kings Hill
	Venture I, LLC			Unit Trust			Other		Total
Real estate assets	$	121,092		$	202,200		$	—	$	323,292
Accumulated depreciation		(7,579	)		(284	)		—		(7,863	)

Real estate assets, net		113,513			201,916			—		315,429
Land held for development		2,750			—			37,812		40,562
Other assets		14,922			18,499			9,980		43,401

Total assets	$	131,185		$	220,415		$	47,792	$	399,392


Debt	$	77,826		$	163,448		$	—	$	241,274
Other liabilities		2,284			44,028			678		46,990
Equity		51,075			12,939			47,114		111,128

Total liabilities and equity	$	131,185		$	220,415		$	47,792	$	399,392

Company’s net investment in unconsolidated joint ventures	$	12,310		$	—		$	21,212	$	33,522


	December 31, 2004
	Liberty Venture			Kings Hill
	Venture I, LLC			Unit Trust		Other		Total
Real estate assets	$	128,727		$	—	$	—	$	128,727
Accumulated depreciation		(5,183	)		—		—		(5,183	)

Real estate assets, net		123,544			—		—		123,544
Land held for development		2,686			—		22,543		25,229
Other assets		16,945			—		2,747		19,692

Total assets	$	143,175		$	—	$	25,290	$	168,465


Debt	$	86,585		$	—	$	—	$	86,585
Other liabilities		3,183			—		391		3,574
Equity		53,407		$	—		24,899		78,306

Total liabilities and equity	$	143,175		$	—	$	25,290	$	168,465

Company’s net investment in unconsolidated joint ventures	$	13,035		$	—	$	11,337	$	24,372

Statements of Operations:


	Year Ended December 31, 2005
	Liberty Venture			Kings Hill
	Venture I, LLC			Unit Trust			Other			Total
Total revenue	$	18,592		$	745		$	—		$	19,337
Operating expense		5,859			201			32			6,092

		12,733			544			(32	)		13,245

Interest		4,569			634			—			5,203
Depreciation and amortization		4,933			386			—			5,319
Other (income)/expense		184			33			(3,066	)		(2,849	)
(Gain)/loss on sale		(7,555	)		—			—			(7,555	)

Net income (loss)	$	10,602		$	(509	)	$	3,034		$	13,127

Company’s equity in earnings (loss) of unconsolidated joint ventures	$	2,650		$	(110	)	$	—		$	2,540


	Year Ended December 31, 2004
	Liberty Venture			Kings Hill
	Venture I, LLC			Unit Trust		Other		Total
Total revenue	$	18,746		$	—	$	—	$	18,746
Operating expense		6,736			—		—		6,736

		12,010			—		—		12,010

Interest		4,426			—		—		4,426
Depreciation and amortization		10,683			—		—		10,683

Net loss	$	(3,099	)	$	—	$	—	$	(3,099	)

Company’s equity in loss of unconsolidated joint ventures	$	(775	)	$	—	$	—	$	(775	)


	Year Ended December 31, 2003
	Liberty Venture		Kings Hill
	Venture I, LLC		Unit Trust		Other		Total
Total revenue	$	19,400	$	—	$	—	$	19,400
Operating expense		6,276		—		—		6,276

		13,124		—		—		13,124

Interest		3,870		—		—		3,870
Depreciation and amortization		4,401		—		—		4,401

Net income	$	4,853	$	—	$	—	$	4,853

Company’s equity in earnings of unconsolidated joint ventures	$	1,744	$	—	$	—	$	1,744

5. RELATED PARTY TRANSACTIONS

RKL owned six buildings which contain 210,000 square feet of leaseable space and has planning permission for the development of additional commercial space. These six buildings together with other buildings which the Company owned in the United Kingdom, were sold in December 2005 to the Kings Hill Unit Trust joint venture. (See Investments in Unconsolidated Joint Ventures above.) RKL is party to a contract with the County of Kent which contract entitled RKL to participate in proceeds realized from the sale of residential land parcels to homebuilders.

Pursuant to agreements, the Company provided management services with respect to RKL for the six months ended June 30, 2003 for $300,000. In addition, the Company paid a fee to RKL for management services which it provided for the Company’s properties owned in the United Kingdom. For the six months ended June 30, 2003 the fees for these services were $223,000. The Company recognized interest income on notes receivable from RKL of $1.9 million for the six months ended June 30, 2003.

6. INDEBTEDNESS

During the year ended December 31, 2005, the Company issued $300 million 5.125% senior unsecured notes due March 2, 2015. The Company used the proceeds to pay down outstanding borrowings under the Company’s unsecured credit facility and for general corporate purposes.

Mortgage Loans, Unsecured Notes

Mortgage loans with maturities ranging from 2006 to 2016 are collateralized by and in some instances cross-collateralized by properties with a net book value of $406.1 million.

Credit Facility

	•		total debt to total assets may not exceed 0.60:1;

	•		earnings before interest, taxes, depreciation and amortization to fixed charges may not be less than 1.50:1;

	•		unsecured debt to unencumbered asset value must equal or be less than 60%; and

	•		unencumbered net operating income to unsecured interest expense must equal or exceed 200%.


	Mortgages										Weighted
											Average
	Principal		Principal		Unsecured		Credit				Interest
	Amortization		Maturities		Notes		Facility		Total		Rate
2006	$	9,323	$	40,895	$	100,000	$	—	$	150,218		7.1	%
2007		8,748		1,553		100,000		—		110,301		7.2	%
2008		8,053		45,259		—		—		53,312		6.6	%
2009		5,652		46,148		270,000		—		321,800		7.8	%
2010		4,827		4,738		200,000		255,450		465,015		6.4	%
2011		4,101		10,730		250,000		—		264,831		7.3	%
2012		3,219		32,910		235,000		—		271,129		6.5	%
2013		2,691		—		—		—		2,691		6.0	%
2014		2,857		—		200,000		—		202,857		5.7	%
2015		3,033		—		300,000		—		303,033		5.1	%
2016 & thereafter		3,991		—		100,000		—		103,991		7.4	%

	$	56,495	$	182,233	$	1,755,000	$	255,450	$	2,249,178		6.6	%

7. LEASING ACTIVITY

Future minimum rental payments due from tenants under noncancelable operating leases as of December 31, 2005 are as follows (in thousands):


2006	$	448,098
2007		400,091
2008		343,492
2009		271,306
2010		211,230
Thereafter		593,904

TOTAL	$	2,268,121

In addition to minimum rental payments, most leases require the tenants to pay for their pro rata share of specified the consolidated operating expenses. These payments are included as operating expense reimbursement in the accompanying consolidated statements of operations.

8. OWNERS’ EQUITY

Common Units

General and Limited partners’ equity – common units relates to limited partnership interests of the Operating Partnership issued in connection with the formation of the Company and certain subsequent acquisitions. No common units were issued in connection with acquisitions in 2005 or 2004. During 2003, 33,682 common units were issued in connection with an acquisition. The common limited partnership interests outstanding as of December 31, 2005 have the same economic characteristics as common shares. The interests in the Limited Partnership (3,517,837 units) share proportionately in the net income or loss and in any distributions of the Operating Partnership and are exchangeable into the same number of common shares of the Trust.

Preferred Units

The Company has outstanding the following Cumulative Redeemable Preferred Units of the Operating Partnership, (the “Preferred Units”):


Date
of						Liquidation		Dividend			Redeemable
Issue	Issue	Amount		Units		Preference		Rate			As of	Exchangeable after
		(in 000’s)
7/28/99	Series B	$	95,000		3,800	$	25		7.45	%	8/31/09	1/1/14 into Series B Cumulative Redeemable Preferred Shares of the Trust
6/10/02	Series D	$	23,650		473	$	50		7.625	%	6/10/07	6/10/12 into Series D Cumulative Redeemable Preferred Shares of the Trust
6/16/05	Series E	$	20,000		400	$	50		7.00	%	6/16/10	6/16/15 into Series E Cumulative Redeemable Preferred Shares of the Trust
6/30/05	Series F	$	44,000		880	$	50		6.65	%	6/30/10	6/30/15 into Series F Cumulative Redeemable Preferred Shares of the Trust
8/23/05	Series F	$	6,000		120	$	50		6.65	%	6/30/10	6/30/15 into Series F Cumulative Redeemable Preferred Shares of the Trust

Effective August 31, 2004, the rate on $95 million Series B preferred units was reduced from 9.25% to 7.45%.

During the year ended December 31, 2005, the Company redeemed for $20 million its outstanding 9.125% Series C Cumulative Redeemable Preferred Units.

The Company paid the following Preferred Unit distributions for the year ended December 31:


	2005		2004		2003
Distributions (in millions)	$	12.1	$	11.8	$	12.4
Distribution per unit:
Series B	$	1.86	$	2.16	$	2.31
Series C	$	1.05	$	2.28	$	2.28
Series D	$	3.81	$	3.81	$	3.81
Series E	$	1.90		—		—
Series F	$	1.61		—		—

Minority Interest

Minority interest includes third-party ownership interests in consolidated joint venture investments.

9. COMMITMENTS AND CONTINGENCIES

The Company is obligated to make additional capital contributions to unconsolidated joint ventures of $2.5 million.

10. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)


	Quarter Ended
	Dec. 31,		Sept. 30,		June 30,		Mar. 31,		Dec. 31,		Sept. 30,		June 30,		Mar. 31,
	2005		2005		2005		2005		2004		2004		2004		2004
Operating revenue	$	171,888	$	169,552	$	174,026	$	165,264	$	160,863	$	157,168	$	155,729	$	154,567

Income from continuing operations		112,342		38,097		41,693		42,887		42,428		39,921		40,952		40,348

Discontinued operations		2,649		19,209		7,837		7,245		8,149		4,205		1,118		3,121

Income available to common unitholders		111,589		53,953		46,866		47,456		47,901		41,166		38,966		40,365

Income per common unit — basic	$	1.22	$	0.59	$	0.51	$	0.53	$	0.54	$	0.47	$	0.44	$	0.46

Income per common unit — diluted	$	1.20	$	0.58	$	0.51	$	0.52	$	0.53	$	0.46	$	0.44	$	0.45

The Company evaluates performance of the reportable segments based on property level operating income, which is calculated as rental revenue and operating expense reimbursement less rental expenses and real estate taxes. The accounting policies of the reportable segments are the same as those for the Company on a consolidated basis. The operating information by segment is as follows (in thousands):

FOR THE YEAR ENDED DECEMBER 31, 2005


	Delaware Valley				Midwest
	Southeastern				Lehigh				Mid-				United
	Pennsylvania		Other		Valley		Other		Atlantic		Florida		Kingdom		Total
Operating revenue	$	194,710	$	38,774	$	89,155	$	119,723	$	120,892	$	97,145	$	20,331	$	680,730
Rental property expenses and real estate taxes		56,908		13,864		23,155		44,676		37,460		31,959		3,681		211,703

Property level operating income	$	137,802	$	24,910	$	66,000	$	75,047	$	83,432	$	65,186	$	16,650		469,027


Interest and other income																8,622
Interest expense																(129,617	)
General and administrative																(38,138	)
Depreciation and amortization																(146,526	)

Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures																163,368
Gain on property dispositions																84,295
Income taxes																(14,827	)
Minority interest																(357	)
Equity in earnings of unconsolidated joint ventures																2,540
Discontinued operations																36,940
Preferred unit distributions																(12,095	)

Income available to common unitholders															$	259,864

FOR THE YEAR ENDED DECEMBER 31, 2004


	Delaware Valley				Midwest
	Southeastern				Lehigh				Mid-				United
	Pennsylvania		Other		Valley		Other		Atlantic		Florida		Kingdom		Total
Operating revenue	$	184,704	$	33,643	$	75,427	$	113,347	$	114,307	$	87,165	$	19,734	$	628,327
Rental property expenses and real estate taxes		53,335		11,616		20,497		42,113		32,699		27,386		3,168		190,814

Property level operating income	$	131,369	$	22,027	$	54,930	$	71,234	$	81,608	$	59,779	$	16,566		437,513


Interest and other income																7,290
Interest expense																(116,630	)
General and administrative																(33,759	)
Depreciation and amortization																(129,298	)

Income before property dispositions, income taxes, minority interest and equity in loss of unconsolidated joint ventures																165,116
Gain on property dispositions																496
Income taxes																(1,820	)
Minority interest																632
Equity in loss of unconsolidated joint ventures																(775	)
Discontinued operations																16,593
Preferred unit distributions																(11,844	)

Income available to common unitholders															$	168,398

FOR THE YEAR ENDED DECEMBER 31, 2003


	Delaware Valley				Midwest
	Southeastern				Lehigh				Mid-				United
	Pennsylvania		Other		Valley		Other		Atlantic		Florida		Kingdom		Total
Operating revenue	$	183,110	$	32,725	$	67,902	$	112,355	$	103,105	$	82,312	$	12,377	$	593,886
Rental property expenses and real estate taxes		51,950		10,878		17,295		40,616		28,648		24,602		2,250		176,239

Property level operating income	$	131,160	$	21,847	$	50,607	$	71,739	$	74,457	$	57,710	$	10,127		417,647


Interest and other income																8,285
Interest expense																(117,754	)
General and administrative																(28,316	)
Depreciation and amortization																(116,557	)

Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures																163,305
Loss on property dispositions																447
Income taxes																(2,326	)
Minority interest																(673	)
Equity in earnings of unconsolidated joint ventures																1,744
Discontinued operations																21,173
Preferred share distributions																(12,416	)

Income available to common unitholders															$	171,254

Product Type Information


	Real Estate Related Revenues
	Year Ended December 31,
	2005		2004		2003
Industrial	$	285,894	$	262,529	$	246,247
Office		394,836		365,798		347,639

Total operating revenue	$	680,730	$	628,327	$	593,886

ROLLFORWARD OF OPERATING REAL ESTATE ASSETS BY REPORTABLE SEGMENT


	Delaware Valley						Midwest
	Southeastern						Lehigh						Mid-						United
	Pennsylvania			Other			Valley			Other			Atlantic			Florida			Kingdom			Total
January 1, 2005	$	1,020,714		$	193,784		$	566,194		$	800,611		$	828,809		$	659,775		$	169,304		$	4,239,191
Additions		44,071			15,191			84,698			115,619			115,341			37,796			10,832			423,548
Dispositions		(4,587	)		(21,953	)		(5,987	)		(26,842	)		(30,415	)		(42,214	)		(170,298	)		(302,296	)

December 31, 2005	$	1,060,198		$	187,022		$	644,905		$	889,388		$	913,735		$	655,357		$	9,838			4,360,443


Accumulated depreciation																							(748,818	)
Development in progress																							324,924
Land held for development																							158,653
Assets held for sale, net																							12,654
Other assets																							389,673

Total assets at December 31, 2005																						$	4,497,529

ROLLFORWARD OF OPERATING REAL ESTATE ASSETS BY REPORTABLE SEGMENT


	Delaware Valley						Midwest
	Southeastern						Lehigh					Mid-					United
	Pennsylvania			Other			Valley		Other			Atlantic		Florida			Kingdom		Total
January 1, 2004	$	1,014,562		$	164,224		$	446,738	$	778,036		$	739,202	$	608,089		$	159,067	$	3,909,918
Additions		29,824			31,082			119,456		35,484			89,607		55,667			10,237		371,357
Dispositions		(23,672	)		(1,522	)		—		(12,909	)		—		(3,981	)		—		(42,084	)

December 31, 2004	$	1,020,714		$	193,784		$	566,194	$	800,611		$	828,809	$	659,775		$	169,304		4,239,191


Accumulated depreciation																				(692,649	)
Development in progress																				81,099
Land held for development																				171,122
Assets held for sale, net																				12,799
Other assets																				351,265

Total assets at December 31, 2004																			$	4,162,827

12. SFAS NO. 144 “ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS”

Discontinued Operations

In accordance with SFAS No. 144, net income and gain/(loss) on disposition of real estate for properties sold and held for sale are reflected in the accompanying consolidated statements of operations as discontinued operations. The proceeds from dispositions of Operating Properties were $200.9 million and $51.1 million for the years ended December 31, 2005 and 2004, respectively.

Below is a summary of the results of operations of the properties disposed of and held for sale through the respective disposition dates (in thousands):


	December 31,
	2005			2004			2003
Revenues	$	12,352		$	26,513		$	28,888
Operating expenses		(3,822	)		(6,439	)		(6,549	)
Interest expense		(5,811	)		(7,867	)		(6,579	)
Depreciation and amortization		(3,694	)		(7,217	)		(6,545	)

Income before property dispositions	$	(975	)	$	4,990		$	9,215

Sales of Properties in Operation where the Company has continuing involvement, land and development properties are reflected as a component of income from continuing operations.

Interest expense is allocated to discontinued operations as permitted under EITF 87-24, “Allocation of Interest to Discontinued Operations,” and have included such interest expense in computing net income from discontinued operations. The allocation of interest expense to discontinued operations was based on the ratio of assets sold (without continuing involvement) or held for sale to the sum of total net assets plus consolidated debt.

Asset Impairment

In accordance with SFAS No. 144, during the years ended December 31, 2005 and 2004, the Company recognized impairment losses of $5.3 million and $1.4 million, respectively. The 2005 impairment loss of $5.3 million was related to a portfolio of operating properties equaling 615,000 square feet in the Midwest – other segment. The 2004 impairment loss of $1.4 million was on a parcel of land in the Midwest – other segment. Asset impairments are included in the caption gain loss on property dispositions as a component of income from continuing operations. The Company determined this impairment through a comparison of the aggregate future undiscounted cash flows (including quoted offer prices) to be generated by the properties to the carrying value of the properties. The Company has evaluated each of the properties and land held for development and has determined that there are no additional valuation adjustments necessary at December 31, 2005.

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized								Date of
									Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost					to		Land and		Building and		Total	Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
1501 Perryman Road	Aberdeen, MD	$	—		$	5,813,324	$	18,874,059	$	84	$	5,813,080	$	18,874,387	$	24,687,467	$	—		2005	40 yrs.
2196 Avenue C	Allentown, PA		—			101,159		—		1,347,970		107,307		1,341,822		1,449,129		704,986		1980	40 yrs.
2202 Hanger Place	Allentown, PA			*		137,439		—		1,341,155		138,127		1,340,466		1,478,594		785,363		1981	40 yrs.
7437 Industrial Boulevard	Allentown, PA		—			717,488		5,022,413		1,872,180		726,651		6,885,429		7,612,080		2,223,838		1976	40 yrs.
7339 Industrial Boulevard	Allentown, PA			*		1,187,776		—		6,049,516		1,197,447		6,039,845		7,237,293		1,605,166		1996	40 yrs.
400 Nestle Way	Allentown, PA		24,080,572			8,065,500		—		26,870,897		8,184,096		26,752,301		34,936,397		6,429,317		1997	40 yrs.
7248 Industrial Boulevard	Allentown, PA		—			2,670,849		13,307,408		1,097,573		2,670,673		14,405,156		17,075,829		3,351,205		1988	40 yrs.
700 Nestle Way	Allentown, PA		—			3,473,120		—		18,085,441		4,174,970		17,383,591		21,558,561		3,503,834		1998	40 yrs.
7562 Penn Drive	Allentown, PA		—			269,614		844,069		131,443		269,614		975,512		1,245,126		202,120		1989	40 yrs.
7277 Williams Avenue	Allentown, PA		—			462,964		1,449,009		315,821		463,123		1,764,671		2,227,794		442,488		1989	40 yrs.
7355 Williams Avenue	Allentown, PA		—			489,749		1,658,091		304,294		489,749		1,962,385		2,452,134		407,004		1998	40 yrs.
794 Roble Road	Allentown, PA		—			1,147,541		6,088,041		1,125,815		1,147,541		7,213,857		8,361,398		1,564,453		1985	40 yrs.
6923 Schantz Spring Road	Allentown, PA			*		1,127,805		3,309,132		348,419		1,127,805		3,657,551		4,785,355		722,630		1993	40 yrs.
7132 Daniels Drive	Allentown, PA		—			1,623,326		3,464,626		4,070,191		1,695,610		7,462,532		9,158,142		1,375,466		1988	40 yrs.
8014 Industrial Boulevard	Allentown, PA		—			4,019,258		—		9,440,262		3,645,117		9,814,403		13,459,520		1,782,189		1999	40 yrs.
705 Boulder Drive	Allentown, PA		—			4,484,096		—		14,852,439		4,486,836		14,849,699		19,336,535		2,012,358		2001	40 yrs.
651 Boulder Drive	Allentown, PA		—			4,308,646		—		13,280,682		4,308,646		13,280,682		17,589,328		2,219,533		2000	40 yrs.
8150 Industrial Boulevard	Allentown, PA		—			2,564,167		—		8,703,838		2,571,466		8,696,539		11,268,005		1,114,060		2002	40 yrs.
8250 Industrial Boulevard	Allentown, PA		—			1,025,667		—		5,214,510		1,035,854		5,204,323		6,240,177		480,968		2002	40 yrs.
650 Boulder Drive	Allentown, PA		—			5,208,248		—		19,527,776		5,242,478		19,493,547		24,736,024		1,597,932		2002	40 yrs.
650 Boulder Drive Expansion	Allentown, PA		—			2,861,715		—		9,015,365		4,719,311		7,157,769		11,877,080		223,811		2001	40 yrs.
7165 Ambassador Drive	Allentown, PA		—			792,999		—		4,533,868		804,848		4,522,019		5,326,867		442,696		2002	40 yrs.
835 W Hamilton Street	Allentown, PA		—			—		—		59,269,393		1,233,597		58,035,796		59,269,393		4,284,836		2004	40 yrs.
200 Boulder Drive	Allentown, PA		—			4,722,683		18,922,645		178,925		4,722,683		19,101,570		23,824,253		593,798		2004	40 yrs.
250 Boulder Drive	Allentown, PA		—			2,600,622		12,099,145		130,329		2,600,622		12,229,474		14,830,096		381,617		2004	40 yrs.
6560 Stonegate Drive	Allentown, PA			*		458,281		—		2,411,971		458,945		2,411,307		2,870,252		992,783		1989	40 yrs.
6370 Hedgewood Drive	Allentown, PA		942,053			540,795		—		3,233,886		541,459		3,233,222		3,774,681		1,242,135		1990	40 yrs.
6390 Hedgewood Drive	Allentown, PA		—			707,203		—		2,801,290		707,867		2,800,625		3,508,493		1,216,709		1990	40 yrs.
6350 Hedgewood Drive	Allentown, PA		1,158,301			360,027		—		3,458,418		560,691		3,257,754		3,818,445		1,297,997		1989	40 yrs.
6330 Hedgewood Drive	Allentown, PA		—			531,268		—		4,905,648		532,047		4,904,869		5,436,916		2,171,204		1988	40 yrs.
6580 Snowdrift Road	Allentown, PA			*		388,328		—		3,284,907		389,081		3,284,155		3,673,235		1,326,388		1988	40 yrs.
6540 Stonegate Drive	Allentown, PA		1,458,938			422,042		—		3,893,307		422,730		3,892,620		4,315,349		1,687,429		1988	40 yrs.
974 Marcon Boulevard	Allentown, PA		—			143,500		—		2,462,419		144,248		2,461,672		2,605,919		1,083,837		1987	40 yrs.
964 Marcon Boulevard	Allentown, PA		—			138,816		—		1,667,008		139,480		1,666,344		1,805,824		837,998		1985	40 yrs.
764 Roble Road	Allentown, PA		—			141,069		—		864,405		141,746		863,728		1,005,474		415,161		1985	40 yrs.
3174 Airport Road	Allentown, PA		—			98,986		—		1,155,913		98,986		1,155,913		1,254,899		689,117		1979	40 yrs.
2201 Hanger Place	Allentown, PA		—			128,454		—		1,869,709		129,142		1,869,021		1,998,163		984,040		1987	40 yrs.
954 Marcon Boulevard	Allentown, PA		—			103,665		—		1,110,937		104,453		1,110,149		1,214,602		551,293		1981	40 yrs.
754 Roble Road	Allentown, PA		—			162,115		1,731,885		186,641		163,735		1,916,906		2,080,641		608,794		1986	40 yrs.
894 Marcon Boulevard	Allentown, PA		—			117,134		1,048,866		321,307		118,304		1,369,003		1,487,307		340,905		1986	40 yrs.
744 Roble Road	Allentown, PA		—			159,771		1,734,229		270,068		161,371		2,002,697		2,164,068		612,315		1986	40 yrs.
944 Marcon Boulevard	Allentown, PA		—			118,521		1,435,479		433,413		119,711		1,867,702		1,987,413		566,716		1986	40 yrs.
6520 Stonegate Drive	Allentown, PA		—			453,315		—		1,795,242		484,361		1,764,196		2,248,557		511,996		1996	40 yrs.
2041 Avenue C	Allentown, PA			*		213,599		1,095,217		83,135		213,879		1,178,072		1,391,951		324,353		1990	40 yrs.
7144 Daniels Drive	Allentown, PA		—			2,390,217		2,342,761		3,721,684		1,579,169		6,875,493		8,454,662		1,678,004		1975	40 yrs.
7620 Cetronia Road	Allentown, PA		—			1,091,806		3,851,456		353,007		1,093,724		4,202,545		5,296,269		1,258,767		1990	40 yrs.
939 Marcon Boulevard	Allentown, PA			*		2,220,414		4,524,393		858,451		2,220,548		5,382,710		7,603,257		1,434,359		1980	40 yrs.
180,190 Cochrane Drive	Annapolis, MD		—			3,670,256		—		20,870,918		3,752,293		20,788,881		24,541,174		7,864,852		1988	40 yrs.
10430 Lakeridge Parkway	Ashland, VA		—			421,267		3,770,870		282,587		421,267		4,053,457		4,474,724		824,454		1989	40 yrs.
10456 Lakeridge Parkway	Ashland, VA		—			409,261		3,663,754		418,398		409,261		4,082,152		4,491,413		857,776		1991	40 yrs.
2453 Prospect Street	Aurora, IL		—			1,780,395		6,608,091		435,893		1,563,076		7,261,304		8,824,379		1,484		2004	40 yrs.
1000 Bilter Road	Aurora, IL		—			5,136,177		22,491,870		1,902,155		5,120,004		24,410,199		29,530,202		590,155		2005	40 yrs.
101-121 N Raddant Road	Batavia, IL		6,130,347			986,912		9,984,405		46,363		986,912		10,030,769		11,017,681		585,008		2003	40 yrs.
1070 Swanson + 506-530 Kingsland	Batavia, IL		7,884,881			1,100,812		11,135,499		36,314		1,100,812		11,171,813		12,272,625		651,403		2003	40 yrs.
900 Douglas Road	Batavia, IL		—			308,586		3,116,469		9,635		308,586		3,126,104		3,434,690		182,278		2003	40 yrs.
4606 Richlynn Drive	Belcamp, MD		—			299,600		1,818,861		712,787		299,600		2,531,649		2,831,249		404,490		1985	40 yrs.
41199 Van Born Road	Bellville, MI		—			1,829,396		6,765,015		8,133		1,829,396		6,773,148		8,602,543		—		2005	40 yrs.
41133 Van Born Road	Bellville, MI		—			1,829,560		6,454,755		94,444		1,829,560		6,549,199		8,378,759		—		2005	40 yrs.
1655 Valley Center Parkway	Bethlehem, PA		—			214,431		—		1,994,597		215,095		1,993,932		2,209,028		866,099		1993	40 yrs.
100 Brodhead Road	Bethlehem, PA			*		429,416		2,919,588		725,250		429,456		3,644,798		4,074,254		906,161		1990	40 yrs.
1455 Valley Center Parkway	Bethlehem, PA		—			670,290		—		3,732,375		545,172		3,857,492		4,402,665		1,611,685		1997	40 yrs.
1640 Valley Center Parkway	Bethlehem, PA		—			359,000		—		2,412,280		190,728		2,580,553		2,771,280		1,044,485		1996	40 yrs.
1650 Valley Center Parkway	Bethlehem, PA		—			359,000		—		2,212,500		188,896		2,382,604		2,571,500		872,451		1997	40 yrs.

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


								Costs
								Capitalized											Date of
								Subsequent			Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
				Initial Cost				to			Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances		Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
1660 Valley Center Parkway	Bethlehem, PA		—		359,000		—		2,257,716			188,721		2,427,995		2,616,716		672,667		1998	40 yrs.
83 South Commerce Way	Bethlehem, PA		—		143,661		888,128		513,515			212,744		1,332,560		1,545,304		440,910		1989	40 yrs.
85 South Commerce Way	Bethlehem, PA		—		236,708		987,949		157,065			237,078		1,144,644		1,381,722		281,971		1989	40 yrs.
87 South Commerce Way	Bethlehem, PA		—		253,886		1,062,881		217,298			253,886		1,280,179		1,534,065		336,003		1989	40 yrs.
89 South Commerce Way	Bethlehem, PA		—		320,000		—		2,003,316			367,706		1,955,611		2,323,316		620,848		1998	40 yrs.
95 Highland Avenue	Bethlehem, PA		—		430,593		3,182,080		1,387,950			430,593		4,570,029		5,000,623		1,067,777		1985	40 yrs.
1525 Valley Center Parkway	Bethlehem, PA		—		475,686		—		7,753,820			804,104		7,425,402		8,229,506		1,670,311		1999	40 yrs.
74 West Broad Street	Bethlehem, PA		—		1,096,127		—		13,350,023			1,099,079		13,347,071		14,446,150		1,877,308		2002	40 yrs.
1605 Valley Center Parkway	Bethlehem, PA		—		729,751		—		10,808,550			1,766,196		9,772,105		11,538,301		1,104,687		2000	40 yrs.
3400 High Point Boulevard	Bethlehem, PA		—		298,227		—		3,047,434			662,809		2,682,852		3,345,661		284,945		2002	40 yrs.
1495 Valley Center Parkway	Bethlehem, PA		—		434,640		—		3,803,574			435,303		3,802,911		4,238,214		1,391,226		1990	40 yrs.
1550 Valley Center Parkway	Bethlehem, PA		—		196,954		—		3,437,457			197,700		3,436,711		3,634,411		1,328,963		1988	40 yrs.
1560 Valley Center Parkway	Bethlehem, PA		—		240,069		—		4,413,646			240,732		4,412,983		4,653,715		1,872,674		1988	40 yrs.
1510 Valley Center Parkway	Bethlehem, PA		—		312,209		—		3,753,072			312,873		3,752,408		4,065,281		1,566,332		1988	40 yrs.
1530 Valley Center Parkway	Bethlehem, PA		—		211,747		—		2,987,198			212,492		2,986,453		3,198,945		1,135,268		1988	40 yrs.
57 South Commerce Way	Bethlehem, PA		—		390,839		2,701,161		662,728			395,459		3,359,269		3,754,728		1,000,978		1986	40 yrs.
1685 Valley Center Parkway	Bethlehem, PA		—		244,029		—		2,280,697			198,482		2,326,244		2,524,726		739,638		1996	40 yrs.
6601-6625 W. 78th Street	Bloomington, MN		—		2,263,060		—		38,629,236			2,310,246		38,582,050		40,892,296		6,929,276		1998	40 yrs.
4801 West 81st Street	Bloomington, MN		—		1,624,701		2,494,368		648,314			1,624,701		3,142,681		4,767,383		724,405		1984	40 yrs.
8100 Cedar Avenue	Bloomington, MN		—		501,313		3,675,416		971,824			501,313		4,647,240		5,148,553		1,001,604		1983	40 yrs.
6161 Green Valley Drive	Bloomington, MN		—		740,378		3,311,602		732,919			741,194		4,043,704		4,784,898		642,225		1992	40 yrs.
10801 Nesbitt Avenue South	Bloomington, MN		—		784,577		—		4,105,182			786,382		4,103,377		4,889,759		797,154		2001	40 yrs.
5775 West Old Shakopee Road	Bloomington, MN		—		2,052,018		3,849,649		3,288,993			2,060,644		7,130,015		9,190,660		2,054,843		2002	40 yrs.
5715 Old Shakopee Road West	Bloomington, MN		—		1,263,226		2,360,782		1,953,949			1,264,758		4,313,199		5,577,958		592,805		2002	40 yrs.
5735 Old Shakopee Road West	Bloomington, MN		—		1,263,226		2,360,782		1,089,483			1,264,758		3,448,732		4,713,491		338,168		2002	40 yrs.
1701 Clint Moore Boulevard	Boca Raton, FL		—		1,430,884		3,043,553		643,990			1,430,937		3,687,490		5,118,427		721,615		1985	40 yrs.
951 Broken Sound Parkway	Boca Raton, FL		—		1,426,251		6,098,952		845,468			1,426,251		6,944,420		8,370,670		1,775,105		1986	40 yrs.
777 Yamato Road	Boca Raton, FL		—		4,101,247		16,077,347		4,729,322			4,501,247		20,406,669		24,907,916		4,270,586		1987	40 yrs.
1801 Clint Moore Road	Boca Raton, FL		—		1,065,068		4,481,644		462,220			1,065,068		4,943,864		6,008,933		1,060,278		1986	40 yrs.
400 Boulder Drive	Breinigsville, PA		—		—		—		13,252,051			2,865,575		10,386,476		13,252,051		368,063		2003	40 yrs.
860 Nestle Way	Breinigsville, PA		—		8,118,881		18,885,486		1,390,794			8,118,881		20,276,280		28,395,161		167,113		2004	40 yrs.
602 Heron Drive	Bridgeport, NJ		—		524,728		2,240,478		7,650			524,728		2,248,128		2,772,856		435,284		1996	40 yrs.
245 Executive Drive	Brookfield, WI		—		577,067		5,197,903		2,517,341			577,067		7,715,244		8,292,311		1,171,101		1984	40 yrs.
16620-16650 W Bluemound Road	Brookfield, WI		—		586,665		4,289,907		641,920			586,665		4,931,828		5,518,492		790,717		1999	40 yrs.
15800 West Bluemound Road	Brookfield, WI		—		1,289,204		8,128,035		1,263,239			1,306,811		9,373,667		10,680,478		1,030,788		1994	40 yrs.
20700 Swenson Drive	Brookfield, WI		—		830,008		12,276,445		209,223			830,008		12,485,668		13,315,676		44,449		2005	40 yrs.
20800 Swenson Drive	Brookfield, WI		—		1,023,466		10,729,219		345,767			1,023,466		11,074,986		12,098,451		38,883		2005	40 yrs.
20935 Swenson Drive	Brookfield, WI		—		571,389		10,238,547		174,635			571,389		10,413,181		10,984,570		37,151		2005	40 yrs.
20975 Swenson Drive	Brookfield, WI		—		675,422		8,910,651		412,619			677,372		9,321,320		9,998,692		32,226		2005	40 yrs.
1485 W. Commerce Avenue	Carlisle, PA		—		4,249,868		13,886,039		49,205			4,253,027		13,932,086		18,185,112		348,233		2004	40 yrs.
3773 Corporate Parkway	Center Valley, PA		—		738,108		—		7,597,697			794,874		7,540,931		8,335,805		1,462,903		2001	40 yrs.
1309 Executive Boulevard	Cheaspeake, VA		—		926,125		—		5,086,632			955,374		5,057,383		6,012,757		690,591		2001	40 yrs.
1960 Cuthbert Boulevard	Cherry Hill, NJ		—		321,699		1,291,557		542,915			321,699		1,834,473		2,156,172		456,176		1985	40 yrs.
1970 Cuthbert Boulevard	Cherry Hill, NJ		—		321,699		1,291,558		233,697			321,699		1,525,255		1,846,954		283,559		1985	40 yrs.
7 Carnegie Plaza	Cherry Hill, NJ		—		2,000,000		3,493,983		3,217,287			2,005,475		6,705,794		8,711,270		208,263		2004	40 yrs.
1305 Executive Boulevard	Chesapeake, VA		—		861,020		—		4,874,601			1,129,850		4,605,771		5,735,621		527,850		2002	40 yrs.
1313 Executive Boulevard	Chesapeake, VA		—		1,180,036		—		4,629,615			1,708,050		4,101,602		5,809,652		443,799		2002	40 yrs.
500 Independence Parkway	Chesapeake, VA		3,890,463		864,150		4,427,285		66,501			866,609		4,491,328		5,357,937		228,169		2004	40 yrs.
700 Independence Parkway	Chesapeake, VA		7,204,561		1,950,375		8,273,910		(906,932	)		1,951,135		7,366,217		9,317,352		402,649		2004	40 yrs.
501 Independence Parkway	Chesapeake, VA		—		1,202,556		5,975,538		1,024,000			1,292,273		6,909,821		8,202,094		149,113		2005	40 yrs.
505 Independence Parkway	Chesapeake, VA		—		1,292,062		6,456,515		1,122,658			1,292,254		7,578,979		8,871,234		166,862		2005	40 yrs.
510 Independence Parkway	Chesapeake, VA		—		2,012,149		7,546,882		299,240			2,014,689		7,843,582		9,858,271		192,555		2005	40 yrs.
600 H P Way	Chester, VA		—		146,126		—		5,317,497			501,752		4,961,871		5,463,623		1,058,137		1997	40 yrs.
500 H P Way	Chester, VA		—		142,692		—		5,070,943			491,919		4,721,717		5,213,635		874,593		1997	40 yrs.
9101,9111,9115 Guilford Road	Columbia, MD		—		758,951		—		3,508,048			765,952		3,501,047		4,266,999		1,831,843		1984	40 yrs.
9125,9135,9145 Guilford Road	Columbia, MD		—		900,154		—		5,689,577			920,439		5,669,293		6,589,731		3,246,973		1983	40 yrs.
7178-80 Columbia Gateway	Columbia, MD		—		1,569,237		4,786,887		1,607,974			1,571,105		6,392,992		7,964,098		1,953,105		1987	40 yrs.
9770 Patuxent Woods Drive	Columbia, MD		—		341,663		3,033,309		142,055			341,663		3,175,364		3,517,027		677,183		1986	40 yrs.
9780 Patuxent Woods Drive	Columbia, MD		—		218,542		1,940,636		125,207			218,542		2,065,843		2,284,384		435,146		1986	40 yrs.
9790 Patuxent Woods Drive	Columbia, MD		—		243,791		2,164,094		183,044			243,791		2,347,138		2,590,929		599,732		1986	40 yrs.
9810 Patuxent Woods Drive	Columbia, MD		—		266,684		2,366,901		536,740			266,684		2,903,641		3,170,325		650,361		1986	40 yrs.
9800 Patuxent Woods Drive	Columbia, MD		—		299,099		2,654,069		474,398			299,099		3,128,467		3,427,567		716,219		1988	40 yrs.
9820 Patuxent Woods Drive	Columbia, MD		—		237,779		2,110,835		50,193			237,779		2,161,028		2,398,807		478,162		1988	40 yrs.

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


								Costs
								Capitalized										Date of
								Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
				Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances		Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
9830 Patuxent Woods Drive	Columbia, MD		—		296,262		2,628,933		143,928		296,262		2,772,861		3,069,124		636,470		1986	40 yrs.
9050 Red Branch Road	Columbia, MD		—		290,950		2,577,153		718,572		290,950		3,295,725		3,586,675		616,194		1972	40 yrs.
8945-8975 Guilford Road	Columbia, MD		—		2,428,795		7,493,740		822,282		2,427,065		8,317,752		10,744,817		1,636,438		1986	40 yrs.
6250 Old Dobbin Lane	Columbia, MD		—		958,105		—		3,529,318		1,295,000		3,192,423		4,487,423		485,845		2002	40 yrs.
6200 Old Dobbin Lane	Columbia, MD		—		958,105		—		3,726,880		1,295,000		3,389,986		4,684,986		414,939		2002	40 yrs.
6210 Old Dobbin Lane	Columbia, MD		—		958,105		—		3,722,092		1,307,300		3,372,898		4,680,198		483,713		2002	40 yrs.
6250 Old Dobbin Lane	Columbia, MD		—		958,105		—		3,780,749		1,599,259		3,139,595		4,738,854		211,557		2000	40 yrs.
5950 Symphony Woods Road	Columbia, MD		—		1,462,762		11,310,187		980,190		1,467,623		12,285,517		13,753,140		1,418,071		1986	40 yrs.
5150 International Drive	Cudahy, WI		—		739,673		5,108,025		250,327		741,858		5,356,167		6,098,024		252,995		2003	40 yrs.
3255 Neil Armstrong Boulevard	Eagan, MN		—		1,131,017		—		3,393,423		1,131,017		3,393,423		4,524,441		591,576		1998	40 yrs.
6321-6325 Bury Drive	Eden Prairie, MN		—		462,876		4,151,790		301,563		462,876		4,453,353		4,916,229		1,050,521		1988	40 yrs.
7660-7716 Golden Triangle Drive	Eden Prairie, MN		—		568,706		5,115,177		2,627,196		1,289,215		7,021,864		8,311,079		2,173,542		1988	40 yrs.
7400 Flying Cloud Drive	Eden Prairie, MN		—		195,982		1,762,027		136,431		195,982		1,898,459		2,094,440		394,855		1987	40 yrs.
10301-10305 West 70th Street	Eden Prairie, MN		—		120,622		1,085,226		109,698		118,300		1,197,246		1,315,546		267,707		1984	40 yrs.
10321 West 70th Street	Eden Prairie, MN		—		145,198		1,305,700		355,229		142,399		1,663,728		1,806,127		400,559		1984	40 yrs.
10333 West 70th Street	Eden Prairie, MN		—		110,746		995,868		32,756		108,610		1,030,760		1,139,370		225,138		1984	40 yrs.
10349-10357 West 70th Street	Eden Prairie, MN		—		275,903		2,481,666		584,392		270,584		3,071,377		3,341,961		619,935		1985	40 yrs.
10365-10375 West 70th Street	Eden Prairie, MN		—		291,077		2,618,194		506,997		285,464		3,130,804		3,416,267		639,068		1985	40 yrs.
10393-10394 West 70th Street	Eden Prairie, MN		—		269,618		2,423,318		775,855		264,419		3,204,372		3,468,791		640,365		1985	40 yrs.
7078 Shady Oak Road	Eden Prairie, MN		—		343,093		3,085,795		150,672		336,481		3,243,079		3,579,560		692,034		1985	40 yrs.
10400 Viking Drive	Eden Prairie, MN		—		2,912,391		—		22,662,863		2,938,372		22,636,882		25,575,254		4,954,367		1999	40 yrs.
7695-7699 Anagram Drive	Eden Prairie, MN		—		760,525		3,254,758		605,146		760,525		3,859,903		4,620,429		675,192		1997	40 yrs.
7800 Equitable Drive	Eden Prairie, MN		—		2,188,525		3,788,762		95,205		2,188,525		3,883,967		6,072,492		721,965		1993	40 yrs.
7905 Fuller Road	Eden Prairie, MN		—		1,229,862		4,075,167		25,345		1,230,965		4,099,409		5,330,374		730,033		1994	40 yrs.
9023 Columbine Road	Eden Prairie, MN		—		1,956,273		—		4,873,578		1,956,273		4,873,578		6,829,851		899,524		1999	40 yrs.
8967 Columbine Road	Eden Prairie, MN		—		1,450,000		—		3,575,107		1,450,000		3,575,107		5,025,107		616,893		2000	40 yrs.
7777 Golden Triangle Drive	Eden Prairie, MN		—		993,101		2,136,862		903,324		993,101		3,040,185		4,033,286		425,146		2000	40 yrs.
8937 Columbine Road	Eden Prairie, MN		—		1,325,829		—		4,287,274		1,739,966		3,873,137		5,613,103		578,525		2001	40 yrs.
7615 Smetana Lane	Eden Prairie, MN		—		1,011,517		—		8,665,025		3,000,555		6,675,988		9,676,542		1,146,158		2001	40 yrs.
8995 Columbine Road	Eden Prairie, MN		—		1,087,594		—		3,664,053		2,055,296		2,696,352		4,751,648		344,658		2001	40 yrs.
8911 Columbine Road (B2)	Eden Prairie, MN		—		916,687		—		3,608,469		1,718,407		2,806,748		4,525,156		213,862		2000	40 yrs.
8855 Columbine Road	Eden Prairie, MN		—		1,400,925		—		5,226,016		1,599,757		5,027,185		6,626,941		197,523		2000	40 yrs.
27260 Haggerty Road	Farmington Hills, MI		—		456,877		4,091,196		633,559		456,877		4,724,755		5,181,633		1,090,466		1983	40 yrs.
27200 Haggerty Road	Farmington Hills, MI		—		382,754		3,425,227		454,131		382,754		3,879,358		4,262,112		959,305		1983	40 yrs.
27280 Haggerty Road	Farmington Hills, MI		—		452,860		4,055,512		421,431		452,860		4,476,943		4,929,802		1,018,962		1983	40 yrs.
27220 Haggerty Road	Farmington Hills, MI		—		203,064		1,802,592		174,383		203,064		1,976,975		2,180,039		482,880		1985	40 yrs.
27240 Haggerty Road	Farmington Hills, MI		—		171,518		1,518,192		209,332		171,518		1,727,524		1,899,041		389,624		1985	40 yrs.
27300 Haggerty Road	Farmington Hills, MI		—		370,378		3,311,366		663,297		370,378		3,974,663		4,345,042		795,677		1985	40 yrs.
26442-26450 Haggerty Road	Farmington Hills, MI		—		237,687		2,143,478		151,776		237,691		2,295,251		2,532,941		468,876		1988	40 yrs.
26500 Haggerty Road	Farmington Hills, MI		—		311,093		2,791,804		433,197		311,097		3,224,997		3,536,094		636,041		1986	40 yrs.
26650 Haggerty Road	Farmington Hills, MI		—		173,166		1,562,704		142,562		173,170		1,705,262		1,878,432		334,224		1988	40 yrs.
26700 Haggerty Road	Farmington Hills, MI		—		253,338		2,290,696		103,104		253,341		2,393,797		2,647,138		479,514		1986	40 yrs.
26750 Haggerty Road	Farmington Hills, MI		—		292,717		2,638,688		249,370		292,720		2,888,055		3,180,775		678,657		1988	40 yrs.
26800 Haggerty Road	Farmington Hills, MI		—		175,489		1,583,362		243,144		175,492		1,826,503		2,001,995		435,691		1986	40 yrs.
26842-26850 Haggerty Road	Farmington Hills, MI		—		239,606		2,160,470		347,508		239,609		2,507,974		2,747,584		631,875		1988	40 yrs.
26600 Haggerty Road	Farmington Hills, MI		—		455,846		—		2,910,598		537,693		2,828,750		3,366,444		682,893		1999	40 yrs.
26550 Haggerty Road	Farmington Hills, MI		—		368,083		—		2,646,871		535,179		2,479,775		3,014,954		600,743		2000	40 yrs.
32991 Hamilton Court	Farmington Hills, MI		—		1,065,392		3,627,675		1,151,817		1,065,392		4,779,492		5,844,884		535,720		1989	40 yrs.
7028 Snowdrift Road	Fogelville, PA		—		520,473		959,279		260,567		524,390		1,215,930		1,740,319		212,044		1982	40 yrs.
414 Commerce Drive	Fort Washington, PA		—		1,267,194		2,217,460		151,499		1,267,937		2,368,216		3,636,153		—		2004	40 yrs.
275 Commerce Drive	Fort Washington, PA		—		1,775,894		2,160,855		121,017		1,789,023		2,268,742		4,057,766		—		2005	40 yrs.
1250 Virginia Drive	Fort Washington, PA		—		1,639,166		1,928,574		92,973		1,650,456		2,010,257		3,660,713		—		2005	40 yrs.
106 Southchase Boulevard	Fountain Inn, SC		—		201,944		—		5,124,478		703,280		4,623,142		5,326,422		9,821		2005	40 yrs.
9601 Cosner Drive	Fredericksburg, VA		—		475,262		3,917,234		214,221		475,262		4,131,454		4,606,716		1,071,091		1995	40 yrs.
5410 - 5430 Northwest 33rd Avenue	Ft. Lauderdale, FL		—		603,776		4,176,238		1,027,286		625,111		5,182,189		5,807,300		1,113,938		1985	40 yrs.
6500 NW 12th Avenue	Ft. Lauderdale, FL		—		7,099		3,046,309		243,266		—		3,296,674		3,296,674		767,686		1989	40 yrs.
6600 NW 12th Avenue	Ft. Lauderdale, FL		—		7,102		3,047,462		458,816		—		3,513,380		3,513,380		793,835		1989	40 yrs.
4880 Cox Road	Glen Allen, VA		*		743,898		4,499,807		1,168,482		743,898		5,668,289		6,412,187		1,040,769		1995	40 yrs.
5000 Cox Road	Glen Allen, VA		—		770,214		3,685,248		334,094		771,029		4,018,528		4,789,556		974,447		1990	40 yrs.
5500 Cox Road	Glen Allen, VA		—		443,485		—		2,743,086		483,263		2,703,308		3,186,571		662,748		1999	40 yrs.
4801 Cox Road	Glen Allen, VA		—		1,072,896		—		10,165,699		1,075,620		10,162,975		11,238,595		1,941,101		1998	40 yrs.
4198 Cox Road	Glen Allen, VA		—		670,292		3,839,245		939,693		670,292		4,778,938		5,449,229		1,120,326		1984	40 yrs.
4510 Cox Road	Glen Allen, VA		—		1,010,024		7,151,729		1,663,136		1,010,044		8,814,845		9,824,889		2,112,992		1990	40 yrs.

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized										Date of
									Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
4121 Cox Road	Glen Allen, VA		—			1,083,006		6,035,653		422,899		1,083,006		6,458,552		7,541,558		222,712		2004	40 yrs.
200 Centreport Drive	Greensboro, NC			*		331,400		3,768,600		617,010		332,017		4,384,994		4,717,010		1,338,420		1986	40 yrs.
101 Centreport Drive	Greensboro, NC		—			826,237		—		7,973,119		826,237		7,973,119		8,799,355		1,690,873		1998	40 yrs.
7736 McCloud Road	Greensboro, NC		—			591,795		5,895,312		619,040		591,795		6,514,352		7,106,147		1,315,174		1986	40 yrs.
4300 Federal Drive Expansion	Greensboro, NC		—			—		—		463,523		—		463,523		463,523		20,770		2003	40 yrs.
202 Centreport Drive	Greensboro, NC			*		549,948		5,360,462		700,556		549,679		6,061,286		6,610,965		1,793,553		1990	40 yrs.
420 Park Avenue	Greenville, SC			*		522,548		2,730,261		960,232		522,548		3,690,493		4,213,041		993,177		1986	40 yrs.
One Independence Pointe	Greenville, SC		—			780,881		6,199,230		6,280,623		784,617		12,476,117		13,260,734		1,818,151		1982	40 yrs.
55 Beattie Place	Greenville, SC		—			2,643,105		23,439,801		9,599,090		2,645,238		33,036,758		35,681,996		5,890,713		1986	40 yrs.
75 Beattie Place	Greenville, SC			*		2,406,646		17,400,939		1,622,607		2,408,577		19,021,615		21,430,192		4,083,670		1987	40 yrs.
15 Brendan Way	Greenville, SC		—			614,192		3,012,019		1,265,102		614,192		4,277,121		4,891,313		1,284,775		1988	40 yrs.
4 Independence Pointe	Greenville, SC		—			—		—		3,509,503		467,438		3,042,065		3,509,503		463,107		2002	40 yrs.
5 Independence Pointe	Greenville, SC		—			—		—		3,286,404		467,438		2,818,966		3,286,404		507,478		2002	40 yrs.
200 Southchase Boulevard	Greenville, SC		—			512,911		—		6,273,615		515,542		6,270,984		6,786,525		322,423		2003	40 yrs.
6 Independence Pointe	Greenville, SC		—			—		—		3,061,966		545,698		2,516,268		3,061,966		115,829		2003	40 yrs.
1 Enterprise Parkway	Hampton, VA		—			974,675		5,579,869		799,060		974,675		6,378,929		7,353,604		1,521,211		1987	40 yrs.
22 Enterprise Parkway	Hampton, VA		—			1,097,368		6,760,778		830,894		1,097,368		7,591,672		8,689,040		1,820,507		1990	40 yrs.
5 Manhattan Square	Hampton, VA		—			207,368		—		1,663,695		212,694		1,658,368		1,871,063		374,309		1999	40 yrs.
21 Enterprise Parkway	Hampton, VA		454,608			263,668		8,167,118		464,956		265,719		8,630,024		8,895,743		1,095,055		1999	40 yrs.
521 Butler Farm Road	Hampton, VA		—			750,769		2,911,149		160,297		710,486		3,111,728		3,822,215		175,244		2003	40 yrs.
7317 Parkway Drive	Hanover, MD		—			1,104,359		1,959,671		79,319		1,104,359		2,038,990		3,143,349		372,288		1983	40 yrs.
500 McCarthy Drive	Harrisburg, PA		—			5,194,872		19,991,436		4,099,799		5,687,013		23,599,094		29,286,107		320,900		2005	40 yrs.
4170 Mendenhall Oaks Parkway	High Point , NC		—			143,699		—		2,205,698		373,502		1,975,894		2,349,397		487,978		1999	40 yrs.
4180 Mendenhall Oaks Parkway	High Point , NC		—			121,329		—		1,834,221		315,614		1,639,936		1,955,550		422,342		1999	40 yrs.
4050 Piedmont Parkway	High Point , NC		—			801,902		—		19,441,413		2,042,159		18,201,156		20,243,315		3,264,385		1998	40 yrs.
4523 Green Point Drive	High Point, NC		—			234,564		—		2,403,961		235,698		2,402,827		2,638,525		977,437		1988	40 yrs.
4501 Green Point Drive	High Point, NC		—			319,289		—		2,553,785		320,450		2,552,624		2,873,074		1,052,143		1989	40 yrs.
4500 Green Point Drive	High Point, NC		—			230,622		—		2,328,582		231,692		2,327,513		2,559,204		1,007,744		1989	40 yrs.
2427 Penny Road	High Point, NC		—			1,165,664		—		3,467,001		655,240		3,977,424		4,632,665		1,488,176		1990	40 yrs.
4524 Green Point Drive	High Point, NC			*		182,810		—		2,344,143		183,888		2,343,064		2,526,953		952,091		1989	40 yrs.
4328, 4336 Federal Drive	High Point, NC		5,014,776			521,122		—		7,237,290		825,092		6,933,319		7,758,412		3,022,263		1995	40 yrs.
4344 Federal Drive	High Point, NC			*		484,001		—		2,728,066		173,623		3,038,445		3,212,068		883,683		1996	40 yrs.
4000 Piedmont Parkway	High Point, NC			*		592,885		4,825,615		726,684		597,368		5,547,816		6,145,185		1,548,882		1989	40 yrs.
4380 Federal Drive	High Point, NC		—			282,996		—		2,210,549		283,368		2,210,177		2,493,545		659,365		1997	40 yrs.
4388 Federal Drive	High Point, NC		—			143,661		—		1,225,791		132,655		1,236,797		1,369,452		395,409		1997	40 yrs.
4160 Mendenhall Oaks Parkway	High Point, NC		—			285,882		—		3,351,143		545,627		3,091,398		3,637,025		587,826		1998	40 yrs.
4194 Mendenhall Oaks Parkway	High Point, NC		—			102,372		—		2,580,368		265,991		2,416,749		2,682,740		556,232		1999	40 yrs.
4196 Mendenhall Oaks Parkway	High Point, NC		—			66,731		—		2,241,658		173,889		2,134,500		2,308,389		637,482		1999	40 yrs.
4300 Federal Drive	High Point, NC		—			264,038		—		1,626,937		276,038		1,614,937		1,890,975		294,402		1998	40 yrs.
4135 Mendenall Oaks Parkway	High Point, NC		—			499,500		—		2,811,431		500,980		2,809,951		3,310,931		474,890		2000	40 yrs.
4183 Eagle Hill Drive	High Point, NC		—			122,203		—		3,748,139		526,266		3,344,076		3,870,342		914,771		2001	40 yrs.
4189 Eagle Hill Drive	High Point, NC		—			100,106		—		3,429,622		431,106		3,098,622		3,529,728		594,341		2001	40 yrs.
4020 Meeting Way	High Point, NC		—			94,232		—		1,682,549		378,101		1,398,680		1,776,781		278,138		2001	40 yrs.
1400 Mendenhall Oaks Parkway	High Point, NC		—			172,320		—		6,897,916		984,672		6,085,564		7,070,236		681,048		2002	40 yrs.
4191 Mendenhall Oaks Parkway	High Point, NC		—			217,943		—		3,119,682		611,166		2,726,459		3,337,625		400,445		2002	40 yrs.
4015 Meeting Way	High Point, NC		—			510,000		—		2,793,668		511,869		2,791,799		3,303,668		63,178		2003	40 yrs.
4195 Eagle Hill Drive	High Point, NC		—			107,586		—		3,348,110		505,700		2,949,996		3,455,696		29,740		2004	40 yrs.
100 Witmer Road	Horsham, PA		—			3,102,784		—		11,907,333		3,764,784		11,245,333		15,010,117		2,569,983		1996	40 yrs.
132 Welsh Road	Horsham, PA		—			1,333,642		—		4,219,965		1,408,041		4,145,566		5,553,607		1,142,261		1998	40 yrs.
111-195 Witmer Road	Horsham, PA		—			407,005		3,129,058		31,932		378,205		3,189,791		3,567,995		819,731		1987	40 yrs.
300 Welsh Road — Building 3	Horsham, PA		—			180,459		1,441,473		358,107		180,459		1,799,579		1,980,038		515,510		1983	40 yrs.
300 Welsh Road — Building 4	Horsham, PA		—			282,493		2,256,508		1,226,326		282,493		3,482,833		3,765,327		995,706		1983	40 yrs.
2 Walnut Grove Drive	Horsham, PA		—			1,281,870		7,767,374		1,283,643		1,265,363		9,067,523		10,332,887		2,544,131		1989	40 yrs.
5 Walnut Grove Drive	Horsham, PA		—			1,065,951		—		9,757,586		1,939,712		8,883,825		10,823,537		1,564,095		2000	40 yrs.
200 Gibraltar Road	Horsham, PA		—			638,513		5,811,323		1,278,883		638,513		7,090,205		7,728,719		1,935,192		1990	40 yrs.
220 Gibraltar Road	Horsham, PA		—			629,944		5,733,228		1,090,771		629,944		6,823,999		7,453,943		1,877,615		1990	40 yrs.
240 Gibraltar Road	Horsham, PA		—			629,944		5,733,234		1,648,022		629,944		7,381,256		8,011,200		1,933,734		1990	40 yrs.
1 Walnut Grove Drive	Horsham, PA		—			1,058,901		5,343,606		1,042,557		1,058,901		6,386,163		7,445,064		1,916,794		1986	40 yrs.
181-187 Gibraltar Road	Horsham, PA		—			360,549		3,259,984		506,596		360,549		3,766,580		4,127,129		969,633		1982	40 yrs.
104 Rock Road	Horsham, PA		—			330,111		2,981,669		233,299		330,111		3,214,968		3,545,079		625,032		1974	40 yrs.
123-135 Rock Road	Horsham, PA		—			292,360		2,411,677		871,675		393,019		3,182,693		3,575,712		899,589		1975	40 yrs.
111-159 Gibraltar Road	Horsham, PA		—			489,032		4,126,151		530,590		489,032		4,656,741		5,145,773		1,130,221		1981	40 yrs.
161-175 Gibraltar Road	Horsham, PA		—			294,673		2,663,722		764,367		294,673		3,428,089		3,722,762		738,619		1976	40 yrs.

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized										Date of
									Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
103-109 Gibraltar Road	Horsham, PA		—			270,906		2,448,500		798,112		270,906		3,246,611		3,517,517		930,047		1978	40 yrs.
261-283 Gibraltar Road	Horsham, PA			*		464,871		3,951,972		118,797		464,871		4,070,769		4,535,640		838,375		1978	40 yrs.
210-223 Witmer Road	Horsham, PA		—			270,282		2,441,276		1,667,822		270,282		4,109,098		4,379,380		832,920		1972	40 yrs.
231-237 Gibraltar Road	Horsham, PA			*		436,952		3,948,963		553,574		436,952		4,502,537		4,939,489		1,056,121		1981	40 yrs.
100 Gibraltar Road	Horsham, PA		—			38,729		349,811		9,589		38,729		359,400		398,129		72,416		1975	40 yrs.
101 Gibraltar Road	Horsham, PA		—			651,990		5,888,989		1,348,413		732,552		7,156,840		7,889,392		1,473,017		1977	40 yrs.
506 Prudential Road	Horsham, PA		—			208,140		895,470		652,633		208,140		1,548,102		1,756,243		316,801		1973	40 yrs.
113-123 Rock Road	Horsham, PA		—			351,072		3,171,001		333,995		451,731		3,404,336		3,856,068		727,545		1975	40 yrs.
101-111 Rock Road	Horsham, PA		—			350,561		3,166,389		260,902		452,251		3,325,602		3,777,852		759,807		1975	40 yrs.
120 Gibraltar Road	Horsham, PA		—			533,142		4,830,515		600,104		558,142		5,405,620		5,963,761		1,229,822		1980	40 yrs.
110 Gibraltar Road	Horsham, PA		—			673,041		5,776,369		2,105,987		673,041		7,882,356		8,555,397		1,645,034		1979	40 yrs.
100-107 Lakeside Drive	Horsham, PA		—			239,528		2,163,498		658,861		255,528		2,806,359		3,061,887		775,985		1982	40 yrs.
200-264 Lakeside Drive	Horsham, PA		—			502,705		4,540,597		1,108,942		502,705		5,649,539		6,152,244		1,484,453		1982	40 yrs.
300-309 Lakeside Drive	Horsham, PA		—			369,475		3,338,761		1,718,544		376,475		5,050,304		5,426,780		1,531,806		1982	40 yrs.
400-445 Lakeside Drive	Horsham, PA		—			543,628		4,910,226		2,761,305		583,628		7,631,532		8,215,159		1,845,758		1981	40 yrs.
104 Witmer Road	Horsham, PA			*		1,248,148		—		1,133,690		189,793		2,192,045		2,381,838		637,974		1975	40 yrs.
201 Gibraltar Road	Horsham, PA		—			380,127		3,433,433		1,925,225		380,802		5,357,983		5,738,785		1,027,400		1983	40 yrs.
719 Dresher Road	Horsham, PA			*		493,426		2,812,067		205,125		495,112		3,015,506		3,510,618		598,685		1987	40 yrs.
4 Walnut Grove	Horsham, PA			*		2,515,115		—		7,329,299		2,515,115		7,329,299		9,844,415		1,221,857		1999	40 yrs.
300 Welsh Road	Horsham, PA		—			696,061		3,339,991		522,138		696,061		3,862,128		4,558,189		744,409		1985	40 yrs.
700 Dresher Road	Horsham, PA		—			2,551,777		3,020,638		4,433,228		2,565,140		7,440,503		10,005,643		2,987,753		1987	40 yrs.
680 Blair Mill Road	Horsham, PA		—			3,527,151		—		12,048,609		4,138,577		11,437,183		15,575,760		2,327,967		2001	40 yrs.
102 Rock Road	Horsham, PA		—			1,110,209		2,301,302		1,133,191		1,114,985		3,429,717		4,544,702		380,921		1985	40 yrs.
335 Commerce Drive	Horsham, PA		—			—		—		8,367,455		182,335		8,185,120		8,367,455		159,143		2002	40 yrs.
507 Prudential Road Expansion	Horsham, PA		—			357,565		—		2,089,100		478,406		1,968,259		2,446,666		73,025		2002	40 yrs.
255 Business Center Drive	Horsham, PA		—			1,086,356		2,007,214		416,718		1,078,769		2,431,519		3,510,287		119,701		2003	40 yrs.
355 Business Center Drive	Horsham, PA		—			483,045		898,798		265,466		479,200		1,168,110		1,647,310		73,000		2003	40 yrs.
455 Business Center Drive	Horsham, PA		—			1,351,011		2,503,449		907,019		1,343,370		3,418,109		4,761,479		95,825		2003	40 yrs.
555 Business Center Drive	Horsham, PA		—			727,420		1,353,650		172,448		723,016		1,530,503		2,253,519		129,467		2003	40 yrs.
747 Dresher Road	Horsham, PA		—			1,607,238		—		4,886,080		1,607,977		4,885,340		6,493,318		1,939,962		1988	40 yrs.
507 Prudential Road	Horsham, PA			*		644,900		5,804,100		6,337,783		652,974		12,133,809		12,786,783		3,219,265		1988	40 yrs.
767 Electronic Drive	Horsham, PA			*		1,229,685		—		2,773,209		1,241,970		2,760,924		4,002,893		1,365,414		1996	40 yrs.
16445 Air Center Boulevard	Houston, TX		—			363,339		2,509,186		538,075		363,339		3,047,261		3,410,600		803,325		1997	40 yrs.
16405 Air Center Boulevard	Houston, TX		—			438,853		3,030,396		409,107		438,853		3,439,502		3,878,355		699,139		1997	40 yrs.
16580 Air Center Boulevard	Houston, TX		—			289,000		3,559,857		258,107		289,000		3,817,964		4,106,965		685,016		1997	40 yrs.
1755 Trans Central Drive	Houston, TX		—			293,534		3,036,269		199,433		306,147		3,223,088		3,529,235		490,709		1999	40 yrs.
16605 Air Center Boulevard	Houston, TX		—			298,999		—		3,770,315		496,186		3,573,128		4,069,314		630,823		2002	40 yrs.
10739 West Little York Road	Houston, TX		—			797,931		5,950,894		390,237		799,560		6,339,502		7,139,062		589,823		1999	40 yrs.
10735 West Little York Road	Houston, TX		—			1,110,988		6,351,946		1,657,286		1,135,483		7,984,738		9,120,220		491,593		2000	40 yrs.
8801-19 & 8821-49 Fallbrook Drive	Houston, TX		—			2,290,001		15,297,141		1,524,283		2,290,002		16,821,423		19,111,425		1,135,046		2000	40 yrs.
16685 Air Center Boulevard	Houston, TX		—			—		—		2,935,268		414,691		2,520,577		2,935,268		106,656		2004	40 yrs.
8825-8839 N Sam Houston Pkwy	Houston, TX		—			638,453		3,258,815		244,728		638,477		3,503,518		4,141,995		34,913		2004	40 yrs.
8850-8872 Fallbrook Drive	Houston, TX		—			504,317		2,878,351		1,038,044		504,341		3,916,371		4,420,712		51,930		2004	40 yrs.
8802-8824 Fallbrook Drive	Houston, TX		—			1,114,406		6,364,767		637,096		1,114,433		7,001,836		8,116,269		233,693		2004	40 yrs.
16602 Central Green Boulevard	Houston, TX		—			284,403		—		4,528,739		503,779		4,309,363		4,813,142		45,201		2005	40 yrs.
20 Wright Avenue	Hunt Valley, MD		—			1,205,946		—		9,667,077		1,861,025		9,011,998		10,873,023		995,153		2001	40 yrs.
4 North Park Drive	Hunt Valley, MD		—			3,269,948		13,551,370		820,361		3,269,948		14,371,731		17,641,679		824,227		2003	40 yrs.
6 North Park Drive	Hunt Valley, MD		—			2,077,949		8,770,566		1,000,467		2,077,949		9,771,033		11,848,982		651,192		2003	40 yrs.
10 North Park Drive	Hunt Valley, MD		—			2,211,969		7,816,042		50,967		2,211,969		7,867,009		10,078,978		426,459		2003	40 yrs.
307 International Circle	Hunt Valley, MD		—			3,538,319		14,190,832		6,678,883		3,542,881		20,865,153		24,408,034		11,372		2004	40 yrs.
309 International Circle	Hunt Valley, MD		—			613,667		2,458,204		566,706		615,096		3,023,480		3,638,577		32,100		2004	40 yrs.
311 International Circle	Hunt Valley, MD		—			313,365		1,281,093		133,314		314,572		1,413,200		1,727,773		1,186		2004	40 yrs.
8775 Baypine Road	Jacksonville, FL		—			906,804		—		3,352,440		913,013		3,346,231		4,259,244		1,400,466		1989	40 yrs.
6255 Lake Gray Boulevard	Jacksonville, FL		—			813,067		—		3,917,635		812,634		3,918,068		4,730,702		1,899,761		1987	40 yrs.
8665,8667,8669 Baypine Road	Jacksonville, FL		—			966,552		—		5,750,503		974,959		5,742,096		6,717,055		2,270,711		1987	40 yrs.
7970 Bayberry Road	Jacksonville, FL		—			127,520		—		1,350,044		129,979		1,347,585		1,477,564		967,916		1978	40 yrs.
7898 Baymeadows Way	Jacksonville, FL		—			561,802		—		1,998,616		568,005		1,992,413		2,560,418		1,113,730		1978	40 yrs.
7910 & 7948 Baymeadows Way	Jacksonville, FL		—			210,299		—		2,666,923		211,449		2,665,773		2,877,222		1,481,846		1981	40 yrs.
7954 & 7960 Baymeadows Way	Jacksonville, FL		—			291,312		—		2,946,876		292,667		2,945,521		3,238,188		1,566,033		1982	40 yrs.
7077 Bonneval Road	Jacksonville, FL		—			768,000		5,789,000		1,994,584		774,020		7,777,564		8,551,584		2,956,960		1988	40 yrs.
4190 Belfort Road	Jacksonville, FL		—			821,000		5,866,000		3,499,284		827,420		9,358,864		10,186,284		3,484,746		1986	40 yrs.
7020 AC Skinner Parkway	Jacksonville, FL			*		398,257		—		2,741,010		749,811		2,389,456		3,139,267		899,968		1996	40 yrs.
7022 AC Skinner Parkway	Jacksonville, FL			*		706,934		—		3,593,671		853,981		3,446,624		4,300,605		1,221,731		1996	40 yrs.

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized											Date of
									Subsequent			Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to			Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
11777 Central Highway	Jacksonville, FL		—			92,207		429,997		1,275,050			140,426		1,656,828		1,797,254		935,684		1985	40 yrs.
4345 Southpoint Parkway	Jacksonville, FL		—			—		—		8,798,125			418,093		8,380,032		8,798,125		2,120,675		1998	40 yrs.
7016 AC Skinner Parkway	Jacksonville, FL		—			597,181		—		2,333,385			602,633		2,327,934		2,930,566		943,824		1996	40 yrs.
7018 AC Skinner Parkway	Jacksonville, FL		—			840,996		—		4,507,239			846,461		4,501,774		5,348,235		1,685,975		1997	40 yrs.
7014 AC Skinner Parkway	Jacksonville, FL		—			574,198		—		3,571,300			780,486		3,365,013		4,145,498		996,728		1999	40 yrs.
6620 Southpoint Drive	Jacksonville, FL		—			614,602		4,267,477		765,593			614,602		5,033,069		5,647,672		1,386,974		1984	40 yrs.
7980 Bayberry Road	Jacksonville, FL		—			330,726		1,338,101		32,776			330,726		1,370,877		1,701,603		294,337		1978	40 yrs.
6600 Southpoint Parkway	Jacksonville, FL		—			998,432		4,055,727		829,894			1,002,704		4,881,349		5,884,053		1,283,949		1986	40 yrs.
6700 Southpoint Parkway	Jacksonville, FL		—			620,719		2,989,746		750,311			624,215		3,736,561		4,360,776		1,209,894		1987	40 yrs.
4801 Executive Park Court — 100	Jacksonville, FL			*		554,993		2,993,277		861,429			554,542		3,855,157		4,409,699		1,067,174		1990	40 yrs.
4801 Executive Park Court — 200	Jacksonville, FL			*		370,017		1,995,518		348,862			370,039		2,344,358		2,714,397		476,094		1990	40 yrs.
4810 Executive Park Court	Jacksonville, FL			*		369,694		3,045,639		806,820			370,039		3,852,113		4,222,153		720,862		1990	40 yrs.
6602 Executive Park Court — 100	Jacksonville, FL			*		388,519		2,095,293		145,006			388,541		2,240,277		2,628,818		561,730		1993	40 yrs.
6602 Executive Park Court — 200	Jacksonville, FL			*		296,014		1,596,347		407,277			296,032		2,003,606		2,299,638		444,228		1993	40 yrs.
6631 Executive Park Court — 100	Jacksonville, FL			*		251,613		1,356,849		485,462			251,627		1,842,297		2,093,924		498,377		1994	40 yrs.
6631 Executive Park Court — 200	Jacksonville, FL			*		406,561		2,195,070		223,189			407,043		2,417,777		2,824,820		585,761		1994	40 yrs.
4815 Executive Park Court — 100	Jacksonville, FL			*		366,317		1,975,393		299,174			366,339		2,274,545		2,640,884		646,432		1995	40 yrs.
4815 Executive Park Court — 200	Jacksonville, FL			*		462,522		2,494,397		438,798			462,549		2,933,168		3,395,717		738,437		1995	40 yrs.
4825 Executive Park Court	Jacksonville, FL			*		601,278		3,242,491		278,174			601,401		3,520,542		4,121,943		772,873		1996	40 yrs.
4820 Executive Park Court	Jacksonville, FL			*		555,173		2,693,130		765,939			555,213		3,459,030		4,014,242		809,113		1997	40 yrs.
6601 Executive Park Circle North	Jacksonville, FL		—			551,250		3,128,361		1,130			551,250		3,129,491		3,680,741		625,531		1992	40 yrs.
4901 Belfort Road	Jacksonville, FL		—			877,964		2,360,742		1,926,500			877,964		4,287,242		5,165,206		1,504,672		1986	40 yrs.
4899 Belfort Road	Jacksonville, FL		—			1,299,201		—		7,870,616			1,207,751		7,962,066		9,169,817		1,533,178		2000	40 yrs.
4905 Belfort Street	Jacksonville, FL		—			638,154		—		3,461,609			641,272		3,458,491		4,099,763		763,747		2000	40 yrs.
7251 Salisbury Road	Jacksonville, FL		—			—		—		3,567,820			662,559		2,905,261		3,567,820		603,510		2000	40 yrs.
10245 Centurion Parkway North	Jacksonville, FL		—			852,644		3,510,889		997,845			853,704		4,507,673		5,361,378		807,437		1996	40 yrs.
4887 Belfort Road	Jacksonville, FL		—			1,299,202		—		7,876,809			1,665,915		7,510,096		9,176,011		1,165,848		2002	40 yrs.
7255 Salisbury Road	Jacksonville, FL		—			392,060		—		2,698,852			680,766		2,410,146		3,090,912		380,810		2002	40 yrs.
3200 Horizon Drive	King of Prussia, PA			*		928,637		—		7,094,141			1,210,137		6,812,640		8,022,777		2,213,089		1996	40 yrs.
440 East Swedesford Road	King of Prussia, PA		—			717,001		4,816,121		2,686,176			717,001		7,502,297		8,219,298		2,483,653		1988	40 yrs.
460 East Swedesford Road	King of Prussia, PA		—			705,317		4,737,487		1,560,144			705,317		6,297,632		7,002,948		1,696,501		1988	40 yrs.
151 South Warner Road	King of Prussia, PA		—			1,218,086		6,937,866		360,761			1,186,972		7,329,741		8,516,713		1,673,333		1980	40 yrs.
3604 Horizon Drive	King of Prussia, PA		—			397,178		—		1,628,512			350,874		1,674,816		2,025,690		653,537		1998	40 yrs.
3606 Horizon Drive	King of Prussia, PA		1,413,163			789,409		—		1,940,816			815,855		1,914,370		2,730,225		689,224		1997	40 yrs.
650 Swedesford Road	King of Prussia, PA		—			952,911		6,722,830		9,089,949			952,911		15,812,779		16,765,690		5,244,628		1971	40 yrs.
680 Swedesford Road	King of Prussia, PA		—			952,361		6,722,830		8,350,943			952,361		15,073,774		16,026,134		5,262,278		1971	40 yrs.
3600 Horizon Drive	King of Prussia, PA		—			236,432		1,856,252		78,474			236,432		1,934,726		2,171,158		379,334		1989	40 yrs.
3602 Horizon Drive	King of Prussia, PA		—			217,734		1,759,489		338,288			217,809		2,097,701		2,315,510		479,231		1989	40 yrs.
2700 Horizon Drive	King of Prussia, PA		—			764,370		—		3,682,257			867,815		3,578,812		4,446,627		988,562		1998	40 yrs.
2900 Horizon Drive	King of Prussia, PA		—			679,440		—		3,503,074			774,096		3,408,418		4,182,514		818,000		1998	40 yrs.
2500 Renaissance Boulevard	King of Prussia, PA		—			509,580		—		2,786,056			592,886		2,702,749		3,295,636		781,214		1999	40 yrs.
2300 Renaissance Boulevard	King of Prussia, PA		—			509,580		—		2,650,651			574,152		2,586,078		3,160,231		651,608		1999	40 yrs.
2100 Renaissance Boulevard	King of Prussia, PA		—			1,110,111		—		9,382,851			1,132,519		9,360,443		10,492,962		2,385,803		1999	40 yrs.
3400 Horizon Drive	King of Prussia, PA		—			776,496		3,139,068		976,258			776,496		4,115,325		4,891,821		1,014,959		1995	40 yrs.
2301 Renaissance Boulevard	King of Prussia, PA		—			1,645,246		—		30,056,189			4,581,649		27,119,785		31,701,434		3,132,370		2002	40 yrs.
2520 Renaissance Boulevard	King of Prussia, PA		—			1,020,000		—		4,970,045			978,402		5,011,643		5,990,045		1,614,544		1999	40 yrs.
2201 Renaissance Boulevard	King of Prussia, PA		—			—		—		15,548,161			2,413,514		13,134,647		15,548,161		2,818,115		2000	40 yrs.
2540 Renaissance Boulevard	King of Prussia, PA		—			—		—		1,625,497			274,341		1,351,156		1,625,497		294,618		2000	40 yrs.
2560 Renaissance Boulevard	King of Prussia, PA		—			—		—		3,729,254			649,792		3,079,462		3,729,254		645,260		2000	40 yrs.
170 South Warner Road	King of Prussia, PA		—			547,800		3,137,400		2,719,699			458,232		5,946,667		6,404,899		2,680,019		1980	40 yrs.
190 South Warner Road	King of Prussia, PA		—			552,200		3,162,600		1,738,565			461,909		4,991,455		5,453,365		2,012,776		1980	40 yrs.
3100 Horizon Drive	King of Prussia, PA			*		601,956		—		2,086,737			611,436		2,077,258		2,688,694		695,232		1995	40 yrs.
3300 Horizon Drive	King of Prussia, PA			*		566,403		—		3,404,307			687,878		3,282,831		3,970,709		832,455		1996	40 yrs.
3500 Horizon Drive	King of Prussia, PA		—			1,204,839		—		2,630,229			1,223,875		2,611,193		3,835,068		631,300		1996	40 yrs.
3000 Horizon Drive	King of Prussia, PA			*		1,191,449		—		2,309,358			946,703		2,554,103		3,500,806		495,987		1997	40 yrs.
800 Town Center Drive	Langhorne, PA		—			1,617,150		—		10,240,772			1,619,288		10,238,634		11,857,922		4,683,208		1987	40 yrs.
8301 Industrial Boulevard	Lehigh, PA		—			11,249,550		—		43,069,316			11,254,716		43,064,150		54,318,866		219,396		2005	40 yrs.
32853 Edward Avenue	Madison Heights, MI		—			138,121		784,426		(9,444	)		138,121		774,982		913,103		172,477		1973	40 yrs.
750 East Mandoline Avenue	Madison Heights, MI		—			151,458		741,185		(64,799	)		151,458		676,386		827,844		150,937		1969	40 yrs.
900 East Mandoline Avenue	Madison Heights, MI		—			157,729		771,872		(36,404	)		157,729		735,468		893,197		205,060		1972	40 yrs.
949 East Mandoline Avenue	Madison Heights, MI		—			137,049		778,338		(91,758	)		137,049		686,580		823,629		149,403		1974	40 yrs.
31700 Research Park Drive	Madison Heights, MI		—			373,202		1,824,721		(133,207	)		373,203		1,691,513		2,064,716		339,163		1988	40 yrs.
800 Tech Row	Madison Heights, MI		—			444,977		2,984,811		(79,329	)		444,977		2,905,482		3,350,459		575,827		1986	40 yrs.

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized											Date of
									Subsequent			Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to			Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
31771 Sherman Avenue	Madison Heights, MI		—			150,944		645,040		(5,334	)		150,944		639,705		790,650		185,874		1982	40 yrs.
31791 Sherman Avenue	Madison Heights, MI		—			105,606		649,891		(43,885	)		105,606		606,006		711,612		127,804		1983	40 yrs.
31811 Sherman Avenue	Madison Heights, MI		—			207,599		1,179,010		(124,831	)		207,599		1,054,179		1,261,778		225,302		1983	40 yrs.
31831 Sherman Avenue	Madison Heights, MI		—			158,483		900,064		(62,164	)		158,483		837,900		996,383		172,857		1984	40 yrs.
31900 Sherman Avenue	Madison Heights, MI		—			269,293		1,754,498		348,385			269,293		2,102,883		2,372,176		409,916		1984	40 yrs.
950 East Whitcomb Avenue	Madison Heights, MI		—			113,630		2,162,302		45,984			113,630		2,208,286		2,321,916		510,476		1988	40 yrs.
1201 East Whitcomb Avenue	Madison Heights, MI		—			302,567		1,213,232		(146,471	)		302,567		1,066,761		1,369,328		244,630		1980	40 yrs.
1210 East Whitcomb Avenue	Madison Heights, MI		—			121,298		329,051		(25,294	)		121,298		303,758		425,056		87,693		1983	40 yrs.
1901 Summit Tower Boulevard	Maitland, FL		—			6,078,791		12,348,567		420,175			6,083,206		12,764,327		18,847,534		2,402,364		1998	40 yrs.
45-67 Great Valley Parkway	Malvern, PA			*		795,143		—		3,237,185			795,831		3,236,497		4,032,328		2,003,355		1974	40 yrs.
11,15 Great Valley Parkway	Malvern, PA			*		1,837,050		—		15,005,064			1,837,878		15,004,237		16,842,114		9,667,868		1986	40 yrs.
27-43 Great Valley Parkway	Malvern, PA			*		448,775		—		2,546,102			449,447		2,545,430		2,994,877		1,473,355		1977	40 yrs.
1 Country View Road	Malvern, PA		—			400,000		3,600,000		1,004,993			406,421		4,598,572		5,004,993		1,189,429		1982	40 yrs.
200 Chesterfield Parkway	Malvern, PA		—			495,893		2,739,093		395,972			544,649		3,086,309		3,630,958		1,842,759		1989	40 yrs.
50 Morehall Road	Malvern, PA		—			849,576		—		13,043,717			1,337,076		12,556,217		13,893,293		3,878,780		1997	40 yrs.
1 Great Valley Parkway	Malvern, PA		4,661,040			419,460		3,792,570		333,900			419,460		4,126,469		4,545,930		960,954		1982	40 yrs.
5 Great Valley Parkway	Malvern, PA		—			684,200		6,181,661		1,137,394			684,200		7,319,055		8,003,255		1,619,395		1983	40 yrs.
1001 Cedar Hollow Road	Malvern, PA		—			1,436,814		—		16,047,698			1,646,984		15,837,528		17,484,512		4,381,995		1998	40 yrs.
3 Country View Road	Malvern, PA		—			814,278		—		4,946,433			1,128,881		4,631,830		5,760,711		868,510		1998	40 yrs.
425 Technology Drive	Malvern, PA		—			191,114		—		2,014,653			321,473		1,884,294		2,205,767		638,494		1998	40 yrs.
375 Technology Drive	Malvern, PA		—			191,114		—		1,958,524			234,922		1,914,715		2,149,638		627,157		1998	40 yrs.
45 Liberty Boulevard	Malvern, PA		—			4,380,221		—		15,313,598			4,749,748		14,944,071		19,693,819		3,842,589		1999	40 yrs.
100 Chesterfield Parkway	Malvern, PA		—			1,320,625		—		6,973,669			1,349,954		6,944,340		8,294,294		1,994,886		1998	40 yrs.
600 Chesterfield Parkway	Malvern, PA		—			2,013,750		—		8,135,324			2,050,555		8,098,519		10,149,074		2,052,929		1999	40 yrs.
700 Chesterfield Parkway	Malvern, PA		—			2,013,750		—		8,096,150			2,037,813		8,072,087		10,109,900		2,034,360		1999	40 yrs.
18 Great Valley Parkway	Malvern, PA		—			394,036		3,976,221		100,474			398,228		4,072,504		4,470,731		716,566		1980	40 yrs.
11 Great Valley Parkway	Malvern, PA		—			496,297		—		3,226,924			708,331		3,014,890		3,723,221		577,888		2001	40 yrs.
40 Liberty Boulevard	Malvern, PA		—			4,241,137		17,737,090		2,182,842			4,241,167		19,919,901		24,161,068		4,896,375		1989	40 yrs.
2 West Liberty Boulevard	Malvern, PA		—			5,405,041		—		10,622,545			5,405,042		10,622,545		16,027,587		21,632		2003	40 yrs.
10 Great Valley Parkway	Malvern, PA		—			823,540		1,341,376		177,288			832,244		1,509,959		2,342,203		81,811		2003	40 yrs.
10, 20 Liberty Boulevard	Malvern, PA		—			724,058		—		5,758,730			724,846		5,757,942		6,482,788		2,300,840		1985	40 yrs.
420 Lapp Road	Malvern, PA			*		1,054,418		—		6,995,372			1,055,243		6,994,547		8,049,790		2,831,754		1989	40 yrs.
14 Lee Boulevard	Malvern, PA			*		664,282		—		5,804,147			643,892		5,824,537		6,468,429		2,442,002		1988	40 yrs.
500 Chesterfield Parkway	Malvern, PA			*		472,364		—		3,209,021			473,139		3,208,246		3,681,385		1,590,141		1988	40 yrs.
300-400 Chesterfield Parkway	Malvern, PA			*		937,212		—		5,301,111			937,942		5,300,381		6,238,323		2,391,456		1988	40 yrs.
40 Valley Stream Parkway	Malvern, PA			*		322,918		—		3,226,218			325,775		3,223,361		3,549,136		1,142,135		1987	40 yrs.
50 Valley Stream Parkway	Malvern, PA		—			323,971		—		2,324,307			323,792		2,324,486		2,648,278		1,058,801		1987	40 yrs.
20 Valley Stream Parkway	Malvern, PA			*		465,539		—		5,655,563			466,413		5,654,689		6,121,102		2,658,736		1987	40 yrs.
257-275 Great Valley Parkway	Malvern, PA			*		504,611		—		4,989,196			505,458		4,988,349		5,493,807		2,771,418		1983	40 yrs.
300 Technology Drive	Malvern, PA		—			368,626		—		1,344,816			374,497		1,338,945		1,713,442		665,708		1985	40 yrs.
277-293 Great Valley Parkway	Malvern, PA		—			530,729		—		2,321,857			531,534		2,321,052		2,852,586		1,224,085		1984	40 yrs.
311 Technology Drive	Malvern, PA		—			397,131		—		2,672,846			397,948		2,672,029		3,069,977		1,310,656		1984	40 yrs.
7 Great Valley Parkway	Malvern, PA			*		176,435		—		4,890,532			177,317		4,889,650		5,066,967		2,632,459		1985	40 yrs.
55 Valley Stream Parkway	Malvern, PA		—			215,005		—		3,615,244			215,818		3,614,431		3,830,249		1,786,728		1983	40 yrs.
65 Valley Stream Parkway	Malvern, PA			*		381,544		—		7,032,009			382,361		7,031,193		7,413,553		3,463,697		1983	40 yrs.
508 Lapp Road	Malvern, PA			*		331,392		—		2,033,164			332,216		2,032,340		2,364,556		1,165,242		1984	40 yrs.
10 Valley Stream Parkway	Malvern, PA			*		509,075		—		3,089,935			509,899		3,089,111		3,599,010		1,621,446		1984	40 yrs.
333 Phoenixville Pike	Malvern, PA		—			523,530		—		2,917,373			524,230		2,916,673		3,440,903		1,502,374		1985	40 yrs.
30 Great Valley Parkway	Malvern, PA		—			128,126		—		385,634			128,783		384,977		513,760		298,378		1975	40 yrs.
75 Great Valley Parkway	Malvern, PA		436,318			143,074		—		772,076			143,811		771,338		915,150		503,959		1977	40 yrs.
77-123 Great Valley Parkway	Malvern, PA			*		887,664		—		5,435,544			888,359		5,434,849		6,323,208		3,174,678		1978	40 yrs.
256 Great Valley Parkway	Malvern, PA		—			161,098		—		1,785,717			161,949		1,784,866		1,946,815		1,107,351		1980	40 yrs.
205 Great Valley Parkway	Malvern, PA			*		1,368,259		—		10,620,333			1,369,003		10,619,589		11,988,592		6,405,095		1981	40 yrs.
12,14,16 Great Valley Parkway	Malvern, PA		—			130,689		—		1,560,924			128,767		1,562,846		1,691,613		811,850		1982	40 yrs.
155 Great Valley Parkway	Malvern, PA		—			625,147		—		2,627,280			626,068		2,626,359		3,252,427		1,462,181		1981	40 yrs.
333 Technology Drive	Malvern, PA			*		157,249		—		4,584,680			158,077		4,583,852		4,741,929		1,708,999		1987	40 yrs.
510 Lapp Road	Malvern, PA			*		356,950		—		926,587			357,751		925,786		1,283,537		541,042		1983	40 yrs.
60 Morehall Road	Malvern, PA		—			865,424		9,285,000		4,971,296			884,974		14,236,746		15,121,720		5,730,583		1989	40 yrs.
5 Country View Road	Malvern, PA			*		785,168		4,678,632		856,961			786,235		5,534,526		6,320,761		1,741,206		1985	40 yrs.
7550 Meridian Circle	Maple Grove, MN		—			513,250		2,901,906		146,306			513,250		3,048,211		3,561,461		609,420		1989	40 yrs.
8 Stow Road	Marlton, NJ		—			172,600		1,704,436		139,565			172,945		1,843,657		2,016,602		601,855		1988	40 yrs.
10 Stow Road	Marlton, NJ		—			147,000		1,451,536		526,803			147,318		1,978,021		2,125,339		899,963		1988	40 yrs.
12 Stow Road	Marlton, NJ		—			103,300		1,021,036		341,204			103,618		1,361,923		1,465,541		544,471		1988	40 yrs.

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


								Costs
								Capitalized										Date of
								Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
				Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances		Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
14 Stow Road	Marlton, NJ		—		93,100		920,336		431,684		93,418		1,351,703		1,445,120		524,126		1988	40 yrs.
701A Route 73 South	Marlton, NJ		—		264,387		3,772,000		3,386,416		271,743		7,151,060		7,422,803		3,031,119		1987	40 yrs.
701C Route 73 South	Marlton, NJ		—		84,949		1,328,000		401,665		96,161		1,718,453		1,814,614		626,395		1987	40 yrs.
400 Lippincott Drive	Marlton, NJ		—		69,402		—		3,671,296		317,799		3,422,899		3,740,699		759,649		1999	40 yrs.
406 Lippincott Drive	Marlton, NJ		—		321,455		1,539,871		895,587		327,554		2,429,358		2,756,912		901,488		1990	40 yrs.
301 Lippincott Drive	Marlton, NJ		—		1,069,837		4,780,163		1,264,020		1,069,838		6,044,183		7,114,020		1,842,156		1988	40 yrs.
303 Lippincott Drive	Marlton, NJ		—		1,069,837		4,780,163		1,753,857		1,069,838		6,534,019		7,603,857		2,025,357		1988	40 yrs.
901 Route 73	Marlton, NJ		—		334,411		2,733,314		828,076		334,411		3,561,390		3,895,801		903,061		1985	40 yrs.
404 Lippincott Drive	Marlton, NJ		—		131,896		—		1,650,431		131,896		1,650,431		1,782,327		588,015		1997	40 yrs.
402 Lippincott Drive	Marlton, NJ		—		131,896		—		1,721,965		131,896		1,721,965		1,853,861		580,999		1997	40 yrs.
9 Stow Road	Marlton, NJ		—		652,642		1,765,065		922,076		654,779		2,685,004		3,339,783		659,579		1989	40 yrs.
8301 West Parkland Court	Milwaukee, WI		—		358,442		3,233,707		532,454		358,442		3,766,161		4,124,602		842,371		1982	40 yrs.
7800 N. 113th Street	Milwaukee, WI		—		1,711,964		6,847,857		392,036		1,711,964		7,239,893		8,951,858		1,488,857		1991	40 yrs.
11950 W. Lake Park Drive	Milwaukee, WI		—		391,813		2,340,118		385,633		394,938		2,722,627		3,117,564		592,843		1986	40 yrs.
11400 W. Lake Park Drive	Milwaukee, WI		—		439,595		2,357,904		194,180		443,101		2,548,578		2,991,678		451,053		1986	40 yrs.
11425 W. Lake Park Drive	Milwaukee, WI		—		382,256		2,350,619		957,723		385,305		3,305,293		3,690,598		824,326		1987	40 yrs.
11301 W. Lake Park Drive	Milwaukee, WI		—		614,477		2,626,456		101,328		619,465		2,722,797		3,342,261		474,539		1987	40 yrs.
11900 W. Lake Park Drive	Milwaukee, WI		—		347,853		2,396,887		1,059,217		350,628		3,453,330		3,803,957		855,963		1987	40 yrs.
11414 West Park Place	Milwaukee, WI		—		234,443		—		11,022,640		491,531		10,765,552		11,257,083		1,947,442		2001	40 yrs.
11520 West Calumet Road	Milwaukee, WI		—		341,698		1,527,548		78,494		341,698		1,606,042		1,947,740		235,786		1995	40 yrs.
12100 West Park Place	Milwaukee, WI		—		534,470		3,239,389		483,040		532,370		3,724,529		4,256,899		634,224		1984	40 yrs.
10855 West Park Place	Milwaukee, WI		—		122,894		—		2,984,397		424,710		2,682,580		3,107,290		302,898		2002	40 yrs.
11100 West Liberty Drive	Milwaukee, WI		—		1,800,000		—		7,181,452		1,801,024		7,180,428		8,981,452		485,404		2003	40 yrs.
4700 Nathan Lane North	Minneapolis, MN		—		1,501,308		8,446,083		225,056		1,501,308		8,671,139		10,172,447		1,450,830		1996	40 yrs.
4600 Nathan Lane	Minneapolis, MN		—		1,063,558		—		6,683,083		1,038,197		6,708,444		7,746,641		949,850		2002	40 yrs.
12501 & 12701 Whitewater Drive	Minnegonka, MN		—		2,175,209		3,948,085		5,641,054		2,177,953		9,586,395		11,764,348		454,175		1986	40 yrs.
5600 & 5610 Rowland Road	Minnetonka, MN		—		828,650		7,399,409		1,579,087		829,263		8,977,882		9,807,146		2,488,832		1988	40 yrs.
5400-5500 Feltl Road	Minnetonka, MN		—		883,895		7,983,345		1,827,071		883,895		9,810,416		10,694,311		2,102,836		1985	40 yrs.
10300 Bren Road	Minnetonka, MN		—		344,614		3,110,477		339,685		344,614		3,450,162		3,794,776		745,347		1981	40 yrs.
3400 Lakeside Drive	Miramar, FL		—		2,022,153		11,345,881		1,206,694		2,022,153		12,552,575		14,574,728		2,758,940		1990	40 yrs.
3450 Lakeside Drive	Miramar, FL		—		2,022,152		11,357,143		1,972,320		2,022,152		13,329,463		15,351,615		2,979,767		1990	40 yrs.
3350 SW 148th Avenue	Miramar, FL		—		2,960,511		—		17,921,351		2,980,689		17,901,173		20,881,862		3,623,669		2000	40 yrs.
300 Fellowship Road	Mt. Laurel, NJ		—		—		—		7,267,999		1,098,904		6,169,095		7,267,999		212,031		2004	40 yrs.
3001 Leadenhall Road	Mt. Laurel, NJ		—		1,925,719		191,390		10,965,396		1,936,489		11,146,016		13,082,505		453,201		2003	40 yrs.
4001 Leadenhall Road	Mt. Laurel, NJ		—		3,207,885		391,167		18,844,592		2,784,694		19,658,950		22,443,644		2,044,056		2002	40 yrs.
3000 Atrium Way	Mt. Laurel, NJ		—		500,000		4,500,000		4,124,861		512,018		8,612,844		9,124,861		3,738,227		1987	40 yrs.
11000, 15000 Commerce Parkway	Mt. Laurel, NJ		—		310,585		4,394,900		252,018		311,950		4,645,553		4,957,503		1,703,636		1985	40 yrs.
12000, 14000 Commerce Parkway	Mt. Laurel, NJ		—		361,800		3,285,817		703,601		362,855		3,988,363		4,351,218		1,279,682		1985	40 yrs.
16000, 18000 Commerce Parkway	Mt. Laurel, NJ		—		289,700		2,512,683		578,994		290,545		3,090,832		3,381,377		1,045,910		1985	40 yrs.
1300 Route 73 North	Mt. Laurel, NJ		—		449,400		3,074,850		1,693,803		450,558		4,767,495		5,218,053		1,327,465		1988	40 yrs.
3000 Lincoln Drive	Mt. Laurel, NJ		—		284,052		2,458,155		1,680,241		284,052		4,138,396		4,422,448		1,253,011		1983	40 yrs.
6000 Commerce Parkway	Mt. Laurel, NJ		—		234,151		2,022,683		693,212		234,151		2,715,895		2,950,046		681,110		1985	40 yrs.
7000 Commerce Parkway	Mt. Laurel, NJ		—		260,014		2,236,684		429,449		260,014		2,666,133		2,926,147		664,422		1984	40 yrs.
8000 Commerce Parkway	Mt. Laurel, NJ		—		234,814		1,995,098		317,849		234,814		2,312,947		2,547,761		516,811		1983	40 yrs.
9000 Commerce Parkway	Mt. Laurel, NJ		—		286,587		2,474,820		577,045		286,587		3,051,865		3,338,452		915,454		1983	40 yrs.
1000 Briggs Road	Mt. Laurel, NJ		—		288,577		2,546,537		1,345,162		288,577		3,891,698		4,180,276		1,251,599		1986	40 yrs.
1025 Briggs Road	Mt. Laurel, NJ		1,189,115		430,990		3,714,828		1,295,796		430,990		5,010,624		5,441,614		1,296,661		1987	40 yrs.
1020 Briggs Road	Mt. Laurel, NJ		—		494,334		—		2,986,335		569,184		2,911,486		3,480,669		712,534		1999	40 yrs.
2000 Crawford Place	Mt. Laurel, NJ		—		310,831		2,797,744		2,366,269		310,831		5,164,013		5,474,844		1,845,462		1986	40 yrs.
5000 Dearborn Court	Mt. Laurel, NJ		—		1,057,763		4,191,827		329,209		1,057,763		4,521,037		5,578,799		973,990		1988	40 yrs.
1001 Briggs Road	Mt. Laurel, NJ		—		701,705		3,505,652		2,000,167		701,705		5,505,820		6,207,525		1,480,906		1986	40 yrs.
1015 Briggs Road	Mt. Laurel, NJ		—		356,987		—		3,466,980		470,659		3,353,307		3,823,967		656,280		2000	40 yrs.
17000 Commerce Parkway	Mt. Laurel, NJ		—		144,515		—		2,813,663		144,515		2,813,663		2,958,178		531,822		2001	40 yrs.
9401-9443 Science Center Drive	New Hope, MN		—		431,295		3,888,684		481,742		510,064		4,291,657		4,801,721		988,653		1989	40 yrs.
6 Terry Drive	Newtown, PA		—		622,029		2,228,851		828,769		622,205		3,057,443		3,679,648		658,178		1981	40 yrs.
22515 Heslip Drive	Novi, MI		—		144,477		338,277		16,653		144,477		354,930		499,407		120,200		1975	40 yrs.
550-590 Hale Avenue	Oakdale, MN		—		765,535		3,488,754		317,153		766,390		3,805,052		4,571,442		672,634		1996	40 yrs.
1879 Lamont Avenue	Odenton, MD		—		1,976,000		8,099,579		2,331,500		2,011,030		10,396,049		12,407,079		237,802		2004	40 yrs.
350 Winmeyer Avenue	Odenton, MD		—		1,778,400		7,289,165		791,323		1,809,927		8,048,960		9,858,888		121,962		2004	40 yrs.
9600 Satellite Boulevard	Orlando, FL		—		252,850		1,297,923		62,116		252,850		1,360,039		1,612,889		300,574		1989	40 yrs.
9700 Satellite Boulevard	Orlando, FL		—		405,362		1,146,546		350,093		405,362		1,496,639		1,902,001		339,374		1989	40 yrs.
1902 Cypress Lake Drive	Orlando, FL		—		523,512		3,191,790		880,341		538,512		4,057,131		4,595,643		965,687		1989	40 yrs.
9550 Satellite Boulevard	Orlando, FL		—		574,831		—		2,149,304		587,319		2,136,816		2,724,135		534,050		1999	40 yrs.

100

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized										Date of
									Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
10511 & 10611 Satellite Boulevard	Orlando, FL		—			517,554		2,568,186		385,623		522,991		2,948,372		3,471,363		762,624		1985	40 yrs.
1400-1440 Central Florida Parkway	Orlando, FL		—			518,043		2,561,938		294,022		518,043		2,855,960		3,374,003		615,064		1962	40 yrs.
2216 Directors Row	Orlando, FL		—			453,918		2,572,202		25,865		453,918		2,598,067		3,051,985		491,031		1998	40 yrs.
3701-3727 Vineland Road	Orlando, FL		—			767,929		2,096,504		145,949		767,929		2,242,454		3,010,382		475,560		1985	40 yrs.
2400 South Lake Orange Drive	Orlando, FL		—			385,964		—		2,404,272		642,427		2,147,809		2,790,236		298,291		2001	40 yrs.
6501 Lee Vista Boulevard	Orlando, FL		—			903,701		—		5,541,791		925,671		5,519,821		6,445,492		609,015		2001	40 yrs.
2416 Lake Orange Drive	Orlando, FL		—			535,964		—		3,165,095		704,800		2,996,258		3,701,059		640,443		2002	40 yrs.
10771 Palm Bay Drive	Orlando, FL		—			664,605		—		2,362,814		685,383		2,342,035		3,027,419		341,034		2001	40 yrs.
10003 Satellite Boulevard	Orlando, FL		—			680,312		2,120,754		1,568,071		680,312		3,688,825		4,369,137		227,541		2003	40 yrs.
1090 Gills Drive	Orlando, FL		—			878,320		2,558,833		1,784,767		878,320		4,343,601		5,221,920		197,098		2003	40 yrs.
2202 Taft-Vineland Road	Orlando, FL		—			—		—		6,630,654		1,283,713		5,346,941		6,630,654		255,362		2004	40 yrs.
7315 Kingspointe Parkway	Orlando, FL		—			1,931,697		6,388,203		2,216,978		1,932,004		8,604,875		10,536,878		223,035		2004	40 yrs.
2351 Investors Row	Orlando, FL		—			2,261,924		7,496,249		10,608		2,263,211		7,505,570		9,768,781		187,699		2004	40 yrs.
2256 Taft-Vineland Road	Orlando, FL		—			467,296		—		2,461,652		825,673		2,103,275		2,928,948		39,684		2005	40 yrs.
1950 Summitt Park Drive	Orlando, FL		—			2,573,700		17,478,646		356,895		2,583,667		17,825,574		20,409,241		318,627		2005	40 yrs.
1958 Summit Park Drive	Orlando, FL		—			2,573,961		11,206,937		8,404,103		2,583,216		19,601,785		22,185,001		351,841		2005	40 yrs.
7500 West 110th Street	Overland Park, KS		—			2,380,493		9,575,474		3,105,049		2,380,493		12,680,523		15,061,015		2,551,895		1983	40 yrs.
N26 W23445 Paul Road	Pewaukee, WI		—			561,904		1,928,064		113,241		561,904		2,041,305		2,603,209		297,858		1985	40 yrs.
8801 Tinicum Boulevard	Philadelphia, PA		—			2,474,031		—		43,598,952		125,087		45,947,896		46,072,983		10,826,464		1997	40 yrs.
3 Franklin Plaza	Philadelphia, PA		—			2,483,144		—		32,150,134		2,514,519		32,118,759		34,633,278		5,288,182		1999	40 yrs.
2760 Red Lion Road	Philadelphia, PA		—			—		—		46,541,271		3,985,624		42,555,647		46,541,271		4,754,159		2001	40 yrs.
4751 League Island Boulevard	Philadelphia, PA		—			992,965		331,924		6,730,979		1,022,081		7,033,787		8,055,868		365,684		2003	40 yrs.
9801 80th Avenue	Pleasant Prairie, WI		—			1,692,077		7,934,794		62,495		1,689,726		7,999,640		9,689,366		1,517,661		1994	40 yrs.
2250 Hickory Road	Plymouth Meeting, PA		—			1,015,851		9,175,555		1,488,543		1,032,507		10,647,442		11,679,949		2,414,384		1985	40 yrs.
2905 Northwest Boulevard	Plymouth, MN		—			516,920		4,646,342		1,615,793		516,920		6,262,136		6,779,055		1,576,713		1983	40 yrs.
2800 Campus Drive	Plymouth, MN		—			395,366		3,554,512		866,525		395,366		4,421,037		4,816,403		1,112,379		1985	40 yrs.
2955 Xenium Lane	Plymouth, MN		—			151,238		1,370,140		401,075		151,238		1,771,215		1,922,453		551,389		1985	40 yrs.
2920 Northwest Boulevard	Plymouth, MN		—			392,026		3,433,678		655,417		384,235		4,096,886		4,481,121		1,062,974		1997	40 yrs.
14630-14650 28th Avenue North	Plymouth, MN		—			198,205		1,793,422		644,591		198,205		2,438,013		2,636,218		563,179		1978	40 yrs.
2800 Northwest Boulevard	Plymouth, MN		3,963,999			1,934,438		10,952,503		476,212		1,934,438		11,428,715		13,363,152		2,344,172		1995	40 yrs.
9600 54th Avenue	Plymouth, MN		—			332,317		3,077,820		1,053,822		332,317		4,131,642		4,463,959		658,927		1998	40 yrs.
1500 SW 5th Court	Pompano Beach, FL		—			972,232		3,892,085		186,080		972,232		4,078,165		5,050,397		868,958		1957	40 yrs.
1651 SW 5th Court	Pompano Beach, FL		—			203,247		811,093		126,108		203,247		937,202		1,140,449		218,072		1990	40 yrs.
1601 SW 5th Court	Pompano Beach, FL		—			203,247		811,093		403,403		203,247		1,214,496		1,417,743		238,976		1990	40 yrs.
1501 SW 5th Court	Pompano Beach, FL		—			203,247		811,093		34,338		203,247		845,431		1,048,679		182,175		1990	40 yrs.
1400 SW 6th Court	Pompano Beach, FL		—			1,157,049		4,620,956		263,427		1,157,049		4,884,382		6,041,432		998,636		1986	40 yrs.
1405 SW 6th Court	Pompano Beach, FL		—			392,138		1,565,787		78,994		392,138		1,644,781		2,036,920		347,683		1985	40 yrs.
595 SW 13th Terrace	Pompano Beach, FL		—			359,933		1,437,116		85,041		359,933		1,522,157		1,882,090		307,330		1984	40 yrs.
601 SW 13th Terrace	Pompano Beach, FL		—			164,413		655,933		40,501		164,413		696,434		860,846		134,187		1984	40 yrs.
605 SW 16th Terrace	Pompano Beach, FL		—			310,778		1,238,324		353,372		310,178		1,592,296		1,902,474		255,293		1965	40 yrs.
4300 Carolina Avenue	Richmond, VA		—			2,007,717		14,927,608		440,967		2,009,136		15,367,156		17,376,292		4,108,304		1985	40 yrs.
301 Hill Carter Parkway	Richmond, VA		—			659,456		4,836,010		625		659,456		4,836,635		5,496,091		1,309,815		1989	40 yrs.
4001 Carolina Avenue	Richmond, VA		—			29,443		215,914		305,691		29,443		521,605		551,048		98,697		1935	40 yrs.
5600-5626 Eastport Boulevard	Richmond, VA			*		489,941		3,592,900		199,379		489,941		3,792,279		4,282,220		1,110,878		1989	40 yrs.
5650-5674 Eastport Boulevard	Richmond, VA			*		644,384		4,025,480		210,079		644,384		4,235,559		4,879,943		1,281,114		1990	40 yrs.
5700 Eastport Boulevard	Richmond, VA			*		408,729		2,697,348		827,685		408,729		3,525,033		3,933,762		813,558		1990	40 yrs.
4101-4127 Carolina Avenue	Richmond, VA			*		310,854		2,279,597		567,636		310,854		2,847,233		3,158,087		669,779		1973	40 yrs.
4201-4261 Carolina Avenue	Richmond, VA			*		693,203		5,083,493		852,515		693,203		5,936,008		6,629,211		1,732,857		1975	40 yrs.
4263-4299 Carolina Avenue	Richmond, VA		—			256,203		2,549,649		1,539,234		256,203		4,088,883		4,345,086		1,024,433		1976	40 yrs.
4301-4335 Carolina Avenue	Richmond, VA		—			223,696		1,640,435		623,939		223,696		2,264,374		2,488,070		475,129		1978	40 yrs.
4337-4379 Carolina Avenue	Richmond, VA			*		325,303		2,385,557		858,723		325,303		3,244,280		3,569,583		1,170,470		1979	40 yrs.
4501-4549 Carolina Avenue	Richmond, VA			*		486,166		3,565,211		466,377		486,166		4,031,588		4,517,754		1,047,640		1981	40 yrs.
4551-4593 Carolina Avenue	Richmond, VA			*		474,360		3,478,646		251,242		474,360		3,729,888		4,204,248		990,449		1982	40 yrs.
4601-4643 Carolina Avenue	Richmond, VA			*		652,455		4,784,675		488,112		652,455		5,272,787		5,925,242		1,605,933		1985	40 yrs.
4645-4683 Carolina Avenue	Richmond, VA			*		404,616		2,967,187		1,077,200		404,616		4,044,387		4,449,003		1,672,722		1985	40 yrs.
4447-4491 Carolina Avenue	Richmond, VA		—			454,056		2,729,742		293,897		454,056		3,023,639		3,477,695		860,701		1987	40 yrs.
4401-4445 Carolina Avenue	Richmond, VA			*		615,038		4,510,272		397,983		615,038		4,908,255		5,523,293		1,315,034		1988	40 yrs.
2300 East Parham Road	Richmond, VA		—			221,947		1,011,088		2,443		221,947		1,013,531		1,235,478		291,544		1988	40 yrs.
5601-5659 Eastport Boulevard	Richmond, VA			*		705,660		—		4,687,838		720,100		4,673,398		5,393,498		1,545,623		1996	40 yrs.
5900 Eastport Boulevard	Richmond, VA		—			676,661		—		4,805,572		687,898		4,794,335		5,482,233		1,130,238		1997	40 yrs.
4717-4729 Eubank Road	Richmond, VA			*		449,447		3,294,697		464,789		452,263		3,756,669		4,208,932		977,794		1978	40 yrs.
4263F-N. Carolina Avenue	Richmond, VA		—			91,476		—		1,643,294		91,599		1,643,171		1,734,770		403,420		1975	40 yrs.
510 Eastpark Court	Richmond, VA		—			261,961		2,110,874		295,549		262,210		2,406,174		2,668,384		714,887		1989	40 yrs.

101

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized											Date of
									Subsequent			Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to			Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
520 Eastpark Court	Richmond, VA		—			486,118		4,083,582		223,503			486,598		4,306,606		4,793,203		1,047,303		1989	40 yrs.
13001 Kingston Avenue	Richmond, VA		—			376,584		—		2,032,172			376,701		2,032,055		2,408,756		465,543		1998	40 yrs.
5701-5799 Eastport Boulevard	Richmond, VA		—			694,644		—		5,627,694			700,503		5,621,836		6,322,338		1,491,794		1998	40 yrs.
701 Liberty Way	Richmond, VA			*		171,711		—		5,255,576			1,188,857		4,238,430		5,427,287		772,538		1999	40 yrs.
12730 Kingston Avenue	Richmond, VA		—			171,053		—		8,200,764			1,201,072		7,170,745		8,371,817		790,126		2001	40 yrs.
530 Eastpark Court	Richmond, VA		—			266,883		—		2,909,058			334,772		2,841,168		3,175,941		882,208		1999	40 yrs.
3829-3855 Gaskins Road	Richmond, VA		—			364,165		3,264,114		39,764			364,165		3,303,879		3,668,044		644,339		1988	40 yrs.
10800 Nuckols Boulevard	Richmond, VA		—			1,432,462		—		14,420,839			1,794,162		14,059,139		15,853,301		2,077,508		2000	40 yrs.
801 Liberty Way	Richmond, VA			*		780,000		—		6,408,701			785,059		6,403,642		7,188,701		1,309,444		1999	40 yrs.
100 Westgate Parkway	Richmond, VA		—			1,140,648		101,824		8,408,649			1,456,084		8,195,037		9,651,121		1,007,686		2001	40 yrs.
200 Westgate Parkway	Richmond, VA		—			1,623,612		—		5,900,379			1,072,797		6,451,195		7,523,992		643,127		2002	40 yrs.
1001 Boulders Parkway	Richmond, VA		—			2,073,739		5,634,796		251,657			2,079,643		5,880,549		7,960,191		73,860		2005	40 yrs.
7400 Beaufont Springs Drive	Richmond, VA		—			808,581		7,273,850		245,912			810,743		7,517,600		8,328,343		76,665		2005	40 yrs.
1100 Boulders Parkway	Richmond, VA		—			1,276,936		12,052,192		233,584			1,280,662		12,282,050		13,562,712		22		2005	40 yrs.
12 S. Third Street	Richmond, VA		—			40,539		184,682		14,061			40,539		198,743		239,282		52,216		1900	40 yrs.
6532 Judge Adams Road	Rock Creek, NC		—			354,903		—		3,718,126			399,988		3,673,042		4,073,029		854,530		1997	40 yrs.
6530 Judge Adams Road	Rock Creek, NC		—			305,821		—		4,458,196			335,061		4,428,955		4,764,016		793,188		1999	40 yrs.
6509 Franz Warner Parkway	Rock Creek, NC		—			360,494		—		2,829,679			372,494		2,817,679		3,190,173		407,971		2001	40 yrs.
38100 Ecorse Road	Romulus, MI		—			955,063		—		7,899,055			853,063		8,001,055		8,854,118		1,073,201		2000	40 yrs.
38000 Ecourse Road	Romulus, MI		—			807,660		—		12,732,027			1,053,337		12,486,350		13,539,687		2,097,585		2001	40 yrs.
26911-26957 Northwestern Highway	Southfield, MI		—			7,799,515		66,268,817		8,494,884			7,799,515		74,763,701		82,563,216		16,502,680		1985	40 yrs.
13650 NW 8th Street	Sunrise, FL		—			558,223		2,171,930		306,706			558,251		2,478,607		3,036,859		560,899		1991	40 yrs.
13630 NW 8th Street	Sunrise, FL		—			659,797		2,596,275		772,671			659,825		3,368,917		4,028,742		703,238		1991	40 yrs.
5501-5519 Pioneer Park Boulevard	Tampa, FL		—			162,000		1,613,000		258,142			262,416		1,770,726		2,033,142		547,688		1981	40 yrs.
5690-5694 Crenshaw Street	Tampa, FL		—			181,923		1,812,496		218,763			181,923		2,031,260		2,213,183		553,538		1979	40 yrs.
3102,3104,3110 Cherry Palm Drive	Tampa, FL		—			503,767		2,787,585		1,669,638			982,207		3,978,783		4,960,990		1,018,143		1986	40 yrs.
8401-8408 Benjamin Road	Tampa, FL		—			789,651		4,454,648		1,899,353			769,789		6,373,862		7,143,652		1,930,800		1986	40 yrs.
3501 Riga Boulevard	Tampa, FL		—			617,289		3,048,379		454,271			617,289		3,502,650		4,119,939		896,940		1987	40 yrs.
111 Kelsey Lane	Tampa, FL		—			359,540		1,461,850		908,769			359,540		2,370,619		2,730,159		620,004		1990	40 yrs.
7930, 8010-20 Woodland Center Boulevard	Tampa, FL			*		1,408,478		5,247,246		903,228			1,408,478		6,150,475		7,558,952		1,431,770		1990	40 yrs.
7920 Woodland Center Boulevard	Tampa, FL			*		1,382,648		2,445,444		(276,436	)		1,082,648		2,469,008		3,551,656		552,184		1997	40 yrs.
8154-8198 Woodland Center Boulevard	Tampa, FL			*		399,088		2,868,834		420,131			399,088		3,288,965		3,688,053		803,686		1988	40 yrs.
8112-42 Woodland Center Boulevard	Tampa, FL			*		513,263		3,230,239		533,544			513,263		3,763,784		4,277,046		761,297		1995	40 yrs.
8212 Woodland Center Boulevard	Tampa, FL			*		820,882		2,322,720		14,210			820,882		2,336,931		3,157,813		505,452		1996	40 yrs.
131 Kelsey Lane	Tampa, FL		—			511,463		—		4,455,291			559,527		4,407,227		4,966,754		1,495,878		1985	40 yrs.
7724 Woodland Center Boulevard	Tampa, FL		—			235,893		—		2,143,685			235,894		2,143,684		2,379,578		536,691		1998	40 yrs.
7802-50 Woodland Center Boulevard	Tampa, FL		—			357,364		—		2,711,761			506,949		2,562,177		3,069,125		940,408		1999	40 yrs.
7852-98 Woodland Center Boulevard	Tampa, FL		—			357,364		—		2,692,052			506,949		2,542,467		3,049,416		865,665		1999	40 yrs.
8921 Brittany Way	Tampa, FL		—			224,369		1,063,882		1,078,376			254,493		2,112,134		2,366,627		386,134		1998	40 yrs.
5250 Eagle Trail Drive	Tampa, FL		—			952,860		—		3,501,917			952,860		3,501,917		4,454,776		631,873		1998	40 yrs.
7725 Woodland Center Boulevard	Tampa, FL		—			553,335		—		3,345,476			771,501		3,127,310		3,898,811		540,286		1999	40 yrs.
8001 Woodland Center Boulevard	Tampa, FL		—			350,406		—		2,407,337			438,061		2,319,683		2,757,744		413,367		1999	40 yrs.
4630 Woodland Corporate Boulevard	Tampa, FL		—			943,169		—		12,592,708			1,560,099		11,975,778		13,535,877		1,961,943		2000	40 yrs.
701-725 South US Hwy 301	Tampa, FL		—			419,683		—		3,719,472			661,680		3,477,475		4,139,155		905,109		2000	40 yrs.
4502 Woodland Corporate Boulevard	Tampa, FL		—			—		—		4,005,900			1,071,535		2,934,365		4,005,900		454,996		1999	40 yrs.
9001-9015 Brittany Way	Tampa, FL		—			209,841		—		1,555,906			364,514		1,401,234		1,765,748		294,884		2000	40 yrs.
4508 Woodland Corporate Boulevard	Tampa, FL		—			498,598		—		3,057,752			556,887		2,999,463		3,556,350		481,275		2000	40 yrs.
7622 Bald Cypress Place	Tampa, FL		—			—		—		1,305,584			300,000		1,005,584		1,305,584		144,521		2000	40 yrs.
901-933 US Highway 301 South	Tampa, FL		—			500,391		—		4,023,528			840,314		3,683,605		4,523,919		795,906		2001	40 yrs.
4503 Woodland Corporate Boulevard	Tampa, FL		—			—		—		3,454,328			619,913		2,834,415		3,454,328		315,727		2002	40 yrs.
4505 Woodland Corporate Boulevard	Tampa, FL		—			—		—		2,891,079			716,594		2,174,485		2,891,079		365,159		2002	40 yrs.
4511 Woodland Corporate Boulevard	Tampa, FL		—			—		—		2,840,907			686,594		2,154,313		2,840,907		302,759		2002	40 yrs.
7621 Bald Cypress Place	Tampa, FL		—			—		—		1,482,613			447,498		1,035,115		1,482,613		89,641		2001	40 yrs.
4520 Seedling Circle	Tampa, FL		—			854,797		42,131		2,721,233			854,797		2,763,364		3,618,161		116,845		2003	40 yrs.
501 US Highway 301 South	Tampa, FL		—			898,884		—		3,499,853			900,508		3,498,229		4,398,737		92,280		2004	40 yrs.
9002-9036 Brittany Way	Tampa, FL		—			492,320		—		3,964,055			899,284		3,557,092		4,456,375		185,361		2004	40 yrs.
1650 Research Drive	Troy, MI		—			763,067		7,201,677		1,107,575			763,067		8,309,252		9,072,318		1,600,015		1985	40 yrs.
1775 Research Drive	Troy, MI		—			331,422		2,788,073		648,666			331,422		3,436,739		3,768,161		637,270		1985	40 yrs.
1875 Research Drive	Troy, MI		—			329,863		2,774,006		229,619			329,863		3,003,625		3,333,487		657,192		1986	40 yrs.
1850 Research Drive	Troy, MI		—			781,054		7,364,300		2,051,384			781,054		9,415,684		10,196,738		2,007,507		1986	40 yrs.
1965 Research Drive	Troy, MI		—			419,090		3,578,928		347,399			419,090		3,926,327		4,345,418		917,900		1987	40 yrs.
1960 Research Drive	Troy, MI		—			419,146		3,579,166		635,418			419,146		4,214,584		4,633,730		956,481		1987	40 yrs.
1101 Allen Drive	Troy, MI		—			98,144		887,935		326,837			98,148		1,214,768		1,312,916		328,596		1974	40 yrs.

102

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


									Costs
									Capitalized											Date of
									Subsequent			Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
					Initial Cost				to			Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances			Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
OPERATING PROPERTIES
1151 Allen Drive	Troy, MI		—			164,483		1,486,220		209,271			164,486		1,695,487		1,859,974		466,361		1974	40 yrs.
1300 Rankin Street	Troy, MI		—			134,090		1,212,752		371,530			134,094		1,584,278		1,718,372		549,399		1979	40 yrs.
1350 Rankin Street	Troy, MI		—			111,776		1,011,497		181,054			111,779		1,192,547		1,304,327		270,056		1979	40 yrs.
1376-1400 Rankin Street	Troy, MI		—			134,292		1,213,626		274,369			134,296		1,487,992		1,622,287		331,077		1979	40 yrs.
1352-1374 Rankin Street	Troy, MI		—			153,275		1,385,098		285,361			153,279		1,670,455		1,823,734		407,580		1979	40 yrs.
1324-1346 Rankin Street	Troy, MI		—			134,090		1,212,214		124,406			134,094		1,336,616		1,470,710		271,915		1979	40 yrs.
1301-1307 Rankin Street	Troy, MI		—			111,776		1,011,121		138,922			111,779		1,150,040		1,261,819		245,086		1978	40 yrs.
1409 Allen Drive	Troy, MI		—			142,370		1,286,048		408,471			142,374		1,694,516		1,836,889		421,332		1978	40 yrs.
1304 E Maple Road	Troy, MI		—			211,233		1,906,786		349,157			211,236		2,255,940		2,467,176		482,604		1971	40 yrs.
1334 Maplelawn Road	Troy, MI		—			124,296		1,122,802		39,409			124,300		1,162,208		1,286,507		247,380		1983	40 yrs.
1290 Maplelawn Road	Troy, MI		—			85,321		771,621		223,628			85,325		995,245		1,080,570		188,319		1984	40 yrs.
1070 Maplelawn Road	Troy, MI		—			68,560		620,595		106,600			68,563		727,191		795,755		170,394		1982	40 yrs.
950 Maplelawn Road	Troy, MI		—			252,429		2,265,259		176,543			252,433		2,441,798		2,694,231		534,630		1982	40 yrs.
894 Maplelawn Road	Troy, MI		—			181,749		1,632,243		761,128			181,753		2,393,367		2,575,120		524,568		1986	40 yrs.
1940 Norwood Drive	Troy, MI		—			86,836		785,267		87,637			86,839		872,901		959,740		193,218		1983	40 yrs.
1311-1331 Maplelawn Road	Troy, MI		—			125,407		1,132,810		204,037			125,410		1,336,843		1,462,254		365,092		1986	40 yrs.
2354 Bellingham Street	Troy, MI		—			87,340		789,817		19,928			87,344		809,741		897,085		170,975		1990	40 yrs.
2360 Bellingham Street	Troy, MI		—			87,340		789,817		58,250			87,344		848,063		935,407		172,987		1985	40 yrs.
50 West Big Beaver Road	Troy, MI		—			2,159,678		19,481,454		2,053,901			2,159,678		21,535,355		23,695,033		4,578,446		1987	40 yrs.
100 West Big Beaver Road	Troy, MI		—			2,113,006		19,057,355		2,167,108			2,113,006		21,224,463		23,337,469		4,359,088		1987	40 yrs.
1600-1630 East Big Beaver Road	Troy, MI		—			1,454,406		2,952,884		53,694			1,458,737		3,002,247		4,460,984		462,592		1982	40 yrs.
2600 Bellingham Drive	Troy, MI		—			1,796,869		—		4,095,318			1,938,746		3,953,441		5,892,187		902,648		2002	40 yrs.
2710 Bellingham Drive	Troy, MI		—			1,796,869		—		4,721,835			1,938,746		4,579,958		6,518,704		911,389		2002	40 yrs.
3432 Holland Road	Virginia Beach, VA		—			173,527		790,515		2,462			173,527		792,977		966,504		214,298		1989	40 yrs.
2809 South Lynnhaven Road	Virginia Beach, VA		—			953,590		6,142,742		1,039,718			953,590		7,182,460		8,136,050		1,588,070		1987	40 yrs.
200 Golden Oak Court	Virginia Beach, VA			*		1,116,693		6,770,480		931,872			1,116,693		7,702,352		8,819,044		1,737,979		1988	40 yrs.
208 Golden Oak Court	Virginia Beach, VA			*		965,177		6,728,717		1,128,434			965,177		7,857,151		8,822,329		1,779,740		1989	40 yrs.
484 Viking Drive	Virginia Beach, VA		—			891,753		3,607,890		476,860			891,753		4,084,750		4,976,502		878,637		1987	40 yrs.
629 Phoenix Drive	Virginia Beach, VA		—			371,694		2,108,097		192,844			371,694		2,300,941		2,672,635		468,249		1996	40 yrs.
5700 Cleveland Street	Virginia Beach, VA		—			700,112		9,592,721		1,656,986			700,564		11,249,254		11,949,819		2,592,377		1989	40 yrs.
1457 Miller Store Road	Virginia Beach, VA		1,768,123			473,689		2,663,045		327,736			474,746		2,989,725		3,464,470		185,376		2003	40 yrs.
11020 West Plank Court	Wauwatosa, WI		—			464,246		3,230,511		(519,943	)		464,246		2,710,568		3,174,814		453,347		1985	40 yrs.
825 Duportail Road	Wayne, PA		—			5,536,619		16,179,213		575,491			5,539,281		16,752,043		22,291,324		2,424,182		1979	40 yrs.
1500 Liberty Ridge	Wayne, PA		—			8,287,555		—		31,221,790			11,636,499		27,872,847		39,509,346		3,126,431		2002	40 yrs.
1200 Liberty Ridge Drive	Wayne, PA		—			6,215,667		—		8,637,849			5,223,660		9,629,855		14,853,515		2,029,762		2001	40 yrs.
11300-90 West Theodore Trecker Way	West Allis, WI		—			500,565		1,591,678		103,028			504,996		1,690,275		2,195,271		—		2005	40 yrs.
11548 West Theodore Trecker Way	West Allis, WI		—			660,068		4,640,578		24,851			662,751		4,662,746		5,325,497		65,241		2005	40 yrs.
11420 West Theodore Trecker Way	West Allis, WI		—			348,146		2,057,483		12,510			349,728		2,068,411		2,418,139		28,932		2005	40 yrs.
400-500 Brandywine Parkway	West Chester, PA		—			845,846		6,809,025		451,726			845,846		7,260,751		8,106,597		1,545,518		1988	40 yrs.
600 Brandywine Parkway	West Chester, PA		—			664,899		5,352,410		716,066			664,899		6,068,476		6,733,375		1,372,613		1988	40 yrs.
905 Airport Road	West Chester, PA		—			1,715,000		5,185,000		866,637			1,735,012		6,031,625		7,766,637		2,164,900		1988	40 yrs.
Liberty Square	West Malling, UK		—			—		—		—			273,650		9,564,327		9,837,977		—		2005	40 yrs.
3612 La Grange Parkway	Williamsburg, VA		—			—		—		5,687,810			887,234		4,800,577		5,687,810		162,428		2003	40 yrs.
7805 Hudson Road	Woodbury, MN		—			1,279,834		—		10,338,324			1,385,739		10,232,420		11,618,158		1,498,600		2002	40 yrs.


Subtotal Operating Real Estate		$	71,651,258		$	573,622,674	$	1,777,453,153	$	2,009,367,173		$	629,962,000	$	3,730,481,000	$	4,360,443,000	$	748,818,000

103

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


								Costs
								Capitalized										Date of
								Subsequent		Gross Amount Carried at End of Period						Accumulated		Construction		Depreciable
				Initial Cost				to		Land and		Building and		Total		Depreciation		or		life
Project	Location	Encumbrances		Land		Building		Acquisition		Improvements		Improvements		12/31/2005		12/31/05		Acquisition		(years)
DEVELOPMENT PROPERTIES
8400 Industrial Boulevard	Allentown, PA		—		7,531,500		—		6,438,875		—		13,970,375		13,970,375		—		2005		N/A
901 Bilter Road	Aurora, IL		—		5,649,052		—		13,484,249		—		19,133,301		19,133,301		—		2004		N/A
1301 Executive Boulevard	Chesapeake, VA		—		—		—		2,814,505		—		2,814,505		2,814,505		—		2005		N/A
6230 Old Dobbin Lane	Columbia, MD		—		3,004,075		—		6,833,827		—		9,837,902		9,837,902		—		2004		N/A
420 Deleware Drive	Fort Washington, PA		—		2,766,931		—		5,870,073		—		8,637,004		8,637,004		—		2004		N/A
200 W Cypress Creek Road	Ft Lauderdale, FL		—		3,414,989		2,399,738		6,852,963		—		12,667,690		12,667,690		—		2003		N/A
2 Independence Point	Greenville, SC		—		371,600		—		2,347,301		—		2,718,901		2,718,901		—		2005		N/A
600 Industrial Drive	Harrisburg, PA		—		7,743,800		—		4,206,745		—		11,950,545		11,950,545		—		2005		N/A
1498 Eagle Hill Drive	High Point, NC		—		94,274		—		1,118,564		—		1,212,838		1,212,838		—		1999		N/A
400 Mendenhall Oaks Parkway	High Point, NC		—		—		—		1,698,078		—		1,698,078		1,698,078		—		2004		N/A
5201 Gate Parkway	Jacksonville, FL		—		3,836,532		—		8,906,863		—		12,743,395		12,743,395		—		2005		N/A
7528 Walker Way	Lehigh Valley, PA		—		893,441		—		4,111,637		—		5,005,078		5,005,078		—		2004		N/A
75 Brookfield Oaks Drive	Mauldin, SC		—		419,731		—		1,751,644		—		2,171,375		2,171,375		—		2003		N/A
65 Brookfield Oaks Drive	Mauldin, SC		—		557,174		—		2,652,752		—		3,209,926		3,209,926		—		2004		N/A
11050 West Liberty Drive	Milvaukee, WI		—		—		—		2,468,136		—		2,468,136		2,468,136		—		2005		N/A
302 Fellowship Road	Mt Laurel, NJ		—		1,512,120		—		2,268,486		—		3,780,605		3,780,605		—		2001		N/A
17th & JFK Tower	Philadelphia, PA		—		22,430,038		—		101,594,438		—		124,024,476		124,024,476		—		2005		N/A
1 Crescent Drive	Philadelphia, PA		—		567,280		—		10,664,954		—		11,232,234		11,232,234		—		2004		N/A
3900 Westerre Parkway	Richmond, VA		—		392,184		—		8,220,581		—		8,612,765		8,612,765		—		2005		N/A
6505 Cogswell Road	Romulus, MI		—		594,523		—		7,087,829		—		7,682,353		7,682,353		—		2000		N/A
38100 Ecorse Road Expansion	Romulus, MI		—		—		—		49,703		—		49,703		49,703		—		2005		N/A
8501 East Raintree Drive	Scottsdale, AZ		—		4,076,412		—		11,281,969		—		15,358,381		15,358,381		—		2005		N/A
6950 Harbor View Blvd	Suffolk, VA		—		929,844		—		6,019,100		—		6,948,944		6,948,944		—		2004		N/A
8900-34 Brittany Way	Tampa, FL		—		537,194		—		2,285,528		—		2,822,723		2,822,723		—		2005		N/A
200-34 Kelsey Lane	Tampa, FL		—		330,097		—		3,539,403		—		3,869,500		3,869,500		—		2005		N/A
1646 Rankin Road	Houston, TX		—		329,961		—		3,108,463		—		3,438,423		3,438,423		—		2005		N/A
3701 Corporate Parkway	Upper Saucon, PA		—		1,078,674		—		3,362,688		—		4,441,362		4,441,362		—		2003		N/A
42 Kings Hill Avenue	West Malling, UK		—		—		—		12,864,051		—		12,864,051		12,864,051		—		2005		N/A
777 Township Line Road	Yardley, PA		—		3,436,013		—		6,123,418		—		9,559,431		9,559,431		—		2005		N/A


Subtotal Development in Progress		$	—	$	72,497,442	$	2,399,738	$	250,026,820	$	—	$	324,924,000	$	324,924,000	$	—

104

LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2005


								Costs
								Capitalized											Date of
								Subsequent				Gross Amount Carried at End of Period					Accumulated		Construction	Depreciable
				Initial Cost				to			Land and		Building and		Total		Depreciation		or	life
Project	Location	Encumbrances		Land		Building		Acquisition			Improvements		Improvements		12/31/2005		12/31/05		Acquisition	(years)
LAND HELD FOR DEVELOPMENT
Perryman Road Land	Aberdeen, MD	$	—	$	12,046,811	$	—	$	—		$	12,046,811	$	—	$	12,046,811	$	—	2005	N/A
West Ridge Corporate Center Land	Aurora, IL		—		826,547		—		10,626,723			11,453,270		—		11,453,270		—	2003	N/A
LVCC Phase 2 Land	Bethlehem, PA		—		3,741,506		—		2,418,375			6,159,881		—		6,159,881		—	1998	N/A
Lehigh Valley Corporate Center Land	Bethlehem, PA		—		309,058		—		(42,339	)		266,719		—		266,719		—	1987	N/A
5705 Old Shakopee Road	Bloomington, MN		—		2,113,223		—		50,087			2,163,310		—		2,163,310		—	2001	N/A
Boca Colannade Yamato Road	Boca Raton, FL		—		3,649,792		—		1,103,719			4,753,511		—		4,753,511		—	1998	N/A
Rivers’ Bend Land	Chesterfield, VA		—		1,695,415		—		3,807,147			5,502,561		—		5,502,561		—	1995	N/A
501 Hewlett Packard Way	Chesterfield, VA		—		165,042		—		484,965			650,007		—		650,007		—	1996	N/A
Columbia Crossing Land	Columbis, MD		—		3,865,848		—		417,920			4,283,768		—		4,283,768		—	2000	N/A
Liberty Place Land	Eden Prairie, MN		—		4,500,641		—		(2,308,762	)		2,191,880		—		2,191,880		—	1998	N/A
Independence Pointe Land	Greenville, SC		—		932,484		—		1,512,636			2,445,120		—		2,445,120		—	1997	N/A
Southchase Business Park Land	Greenville, SC		—		1,369,712		—		596,521			1,966,232		—		1,966,232		—	1998	N/A
Volvo Center Land	Hampton, VA		—		1,650,423		—		(515,359	)		1,135,065		—		1,135,065		—	2000	N/A
Lakefront Plaza II Land	Hampton, VA		—		132,785		—		92,583			225,368		—		225,368		—	2001	N/A
Patapsco Valley Business Center	Hanover, MD		—		4,299,366		—		1,694,367			5,993,733		—		5,993,733		—	2004	N/A
Mendenhall Land	High Point, NC		—		1,910,135		—		4,253,485			6,163,620		—		6,163,620		—	1995	N/A
Piedmont Centre Land	High Point, NC		—		1,621,044		—		241,932			1,862,976		—		1,862,976		—	2004	N/A
Horsham Business Center Land	Horsham, PA		—		9,620,495		—		(9,539,695	)		80,800		—		80,800		—	2005	N/A
Commonwealth Corporate Center Land	Horsham, PA		—		3,047,683		—		3,995			3,051,677		—		3,051,677		—	2005	N/A
Central Green Land	Houston, TX		—		481,229		—		13,185			494,414		—		494,414		—	2001	N/A
Noxell Land	Hunt Valley, MD		—		2,166,068		—		838,437			3,004,505		—		3,004,505		—	2001	N/A
Liberty Business Park Land	Jacksonville, FL		—		448,097		—		90,019			538,116		—		538,116		—	1995	N/A
7024 AC Skinner Parkway	Jacksonville, FL		—		468,643		—		356,309			824,952		—		824,952		—	1995	N/A
Belfort Road	Jacksonville, FL		—		468,643		—		109,850			578,493		—		578,493		—	1998	N/A
Butler Plaza Land	Jacksonville, FL		—		1,303,792		—		1,714,406			3,018,198		—		3,018,198		—	1998	N/A
Salisbury Road Land	Jacksonville, FL		—		880,828		—		698,516			1,579,344		—		1,579,344		—	2000	N/A
Skinner Land Parcel B	Jacksonville, FL		—		2,306,191		—		592			2,306,783		—		2,306,783		—	2005	N/A
Boulders Business Center Land	Lehigh, PA		—		25,581,432		—		(6,263,273	)		19,318,159		—		19,318,159		—	2004	N/A
Mill Run Land	Lehigh, PA		—		2,882,221		—		31,423			2,913,643		—		2,913,643		—	2005	N/A
Commodore Business Park	Logan, NJ		—		1,756,748		—		(60,293	)		1,696,455		—		1,696,455		—	1995	N/A
Quarry Ridge Land	Malvern, PA		—		8,398,708		—		2,803,093			11,186,285		15,515		11,201,800		—	2001	N/A
Park Place South Land	Milwaukee, WI		—		2,362,904		—		1,180,869			3,543,774		—		3,543,774		—	1999	N/A
306 & 330 Fellowship Road	Mount Laurel, NJ		—		3,730,570		—		—			3,730,570		—		3,730,570		—	2005	N/A
Orlando Corporate Center Land	Orlando, FL		—		903,701		—		(73,850	)		829,851		—		829,851		—	2000	N/A
Beeland Industrial Park Land	Orlando, FL		—		1,780,809		—		563,071			2,343,880		—		2,343,880		—	2004	N/A
South Center Land — Phase II	Orlando, FL		—		838,853		—		(77,577	)		761,276		—		761,276		—	2004	N/A
Maitland Summit Park Land	Orlando, FL		—		4,388,905		—		23,512			4,412,417		—		4,412,417		—	2005	N/A
JFK & Arch Parking Lots/Land (West)	Philadelphia, PA		—		4,700,222		—		(1,633,306	)		3,066,916		—		3,066,916		—	2000	N/A
Eastport VII	Richmond, VA		—		787,091		—		843,729			1,630,820		—		1,630,820		—	1997	N/A
Eastport VIII	Richmond, VA		—		379,836		—		6,187			386,023		—		386,023		—	1997	N/A
Eastport IX	Richmond, VA		—		209,856		—		5,096			214,952		—		214,952		—	1997	N/A
Westerre Land	Richmond, VA		—		725,109		—		267,056			992,165		—		992,165		—	2003	N/A
IRS Distribution Ctr Land	Richmond, VA		—		100,000		—		(87,019	)		12,981		—		12,981		—	1995	N/A
Romulus Land	Romulus, MI		—		788,338		—		624,330			1,412,668		—		1,412,668		—	1998	N/A
Woodlands Center Land	Sandston, VA		—		928,555		—		285,461			1,214,017		—		1,214,017		—	1996	N/A
Northsight Land	Scottsdale, AZ		—		7,247,107		—		—			7,247,107		—		7,247,107		—	2005	N/A
Woodlands Center Land	Suffolk, VA		—		678,039		—		11,461			689,500		—		689,500		—	2005	N/A
Woodlands Center Land	Suffolk, VA		—		904,052		—		14,245			918,297		—		918,297		—	2005	N/A
Silo Bend Land	Tampa, FL		—		81,802		—		1,660,245			1,742,047		—		1,742,047		—	1996	N/A
Woodland Corporate Center Land	Tampa, FL		—		2,002,231		—		(223,628	)		1,778,604		—		1,778,604		—	1998	N/A
6119 W. Linebaugh Avenue	Tampa, FL		—		175,886		—		22,320			198,205		—		198,205		—	2000	N/A
Big Beaver Airport Land	Troy, MI		—		6,604,631		—		(4,948,875	)		1,655,756		—		1,655,756		—	1999	N/A


Subtotal Land Held for Development		$	—	$	144,959,109	$	—	$	13,693,891		$	158,637,485	$	15,515	$	158,653,000	$	—



Total All Properties		$	71,651,258	$	791,079,225	$	1,779,852,892	$	2,273,087,885		$	788,599,485	$	4,055,420,515	$	4,844,020,000	$	748,818,000


*		Denotes property is collateralized under mortgages with Nationwide, Principal Mutual, American General, New York Life, Manufacturer’s Life, USG Annuity and Life and Jackson National Life totalling $264.2 million.

105

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that its disclosure controls and procedures, as of the end of the period covered by this report, are functioning effectively to provide reasonable assurance that information required to be disclosed by the Company in its reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar function, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Reports on Internal Control Over Financial Reporting

Management’s Annual Reports on Internal Control Over Financial Reporting, which appear on pages 33 and 71, are incorporated by reference herein.

Attestation Reports of the Registered Public Accounting Firm

The Attestation Reports of the Registered Public Accounting Firm, which appear on pages 34 and 72, are incorporated by reference herein.

Changes in Internal Controls

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2005 that have materially affected or are reasonable likely to materially affect the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

107

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following consolidated Financial Statements of Liberty Property Trust and Liberty Property Limited Partnership are included in Item 8.

1. REPORTS OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND CONSOLIDATED FINANCIAL STATEMENTS

Management’s Annual Report on Internal Control Over Financial Reporting — Liberty Property Trust

Reports of Independent Registered Public Accounting Firm — Liberty Property Trust

Financial Statements — Liberty Property Trust

Balance Sheets:
Liberty Property Trust Consolidated as of December 31, 2005 and 2004

Statements of Operations:
Liberty Property Trust Consolidated for the years ended December 31, 2005, 2004 and 2003

Statements of Shareholders’ Equity:
Liberty Property Trust Consolidated for the years ended December 31, 2005, 2004 and 2003

Statements of Cash Flows:
Liberty Property Trust Consolidated for the years ended December 31, 2005, 2004 and 2003

Notes to Consolidated Financial Statements — Liberty Property Trust

Management’s Annual Report on Internal Control Over Financial Reporting — Liberty Property Limited Partnership

Reports of Independent Registered Public Accounting Firm — Liberty Property Limited Partnership

Financial Statements — Liberty Property Limited Partnership

Balance Sheets:
Liberty Property Limited Partnership Consolidated as of December 31, 2005 and 2004

Statements of Operations:
Liberty Property Limited Partnership Consolidated for the years ended December 31, 2005, 2004 and 2003

Statements of Owners’ Equity:
Liberty Property Limited Partnership Consolidated for the years ended December 31, 2005, 2004 and 2003

Statements of Cash Flows:
Liberty Property Limited Partnership Consolidated for the years ended December 31, 2005, 2004 and 2003

Notes to Consolidated Financial Statements — Liberty Property Limited Partnership

2. FINANCIAL STATEMENT SCHEDULES:

Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2005 for Liberty Property Trust

All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.

Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2005 for Liberty Property Limited Partnership

All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.

109

3. EXHIBITS

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed.


EXHIBIT NO.		DESCRIPTION
3.1.1		Amended and Restated Declaration of Trust of the Trust (Incorporated by reference to Exhibit 3.1.1 filed with the Registrants’ Current Report on Form 8-K filed with the Commission on June 25, 1997 (the “June 1997 Form 8-K”)).

3.1.2		Articles Supplementary to the Amended and Restated Declaration of Trust of the Trust Establishing and Fixing the Rights and Preferences of a Series of Preferred Shares of Beneficial Interest (Incorporated by reference to Exhibit 1 filed with the Trust’s Registration Statement on Form 8-A filed with the Commission on August 8, 1997 (the “August 1997 Form 8-A”)).

3.1.3		Articles Supplementary to the Amended and Restated Declaration of Trust of the Trust Relating to Designation, Preferences, and Rights of Series A Junior Participating Preferred Shares of the Trust. (Incorporated by reference to Exhibit 3.1.3 filed with the Registrants’ Annual Report on Form 10-K for the fiscal year ended December 3l, 1997).

3.1.4		Articles Supplementary to the Amended and Restated Declaration of Trust of the Trust relating to the 9.25% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest (Incorporated by reference to Exhibit 3.1.2 filed with the Registrants’ Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999 (the “Second Quarter 1999 Form 10-Q”)).

3.1.5		Articles Supplementary to the Amended and Restated Declaration of Trust of the Trust relating to the 9.125% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest. (Incorporated by reference to Exhibit 3.1.1 filed with the Registrants’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (the “First Quarter 2000 Form 10-Q”)).

3.1.6		Articles Supplementary to the Amended and Restated Declaration of Trust of the Trust relating to the 7.625% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest. (Incorporated by reference to Exhibit 3.1.1 filed with the Registrants’ Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002 (the “Second Quarter 2002 Form 10-Q”)).

3.1.7		Articles of Amendment to Amended and Restated Declaration of Trust of the Trust, filed with the State Department of Assessments and Taxation of Maryland on June 21, 2004. (Incorporated by reference to Exhibit 3.1 with Registrants’ Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004 (the “Second Quarter 2004 Form 10-Q”)).

3.1.8		Restatement of Amended Restated Declaration of Trust of the Trust, filed with the State Department of Assessments and Taxation of Maryland on June 21, 2004. (Incorporated by reference to Exhibit 3.2 to the Second Quarter 2004 Form 10-Q).

3.1.9		Articles Supplementary, as filed with the State Department of Assessments and Taxation of Maryland on September 1, 2004 (Incorporated by reference to Exhibit 3(i) to the Current Report on Form 8-K of the Registrants, filed with the Commission on September 2, 2004 (the “September 2, 2004 Form 8-K”))

3.1.10		Articles Supplementary to the Amended and Restated Declaration of Trust of the Trust relating to the 7.00% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest. (Incorporated by reference to Exhibit 3(i) to the Current Report on Form 8-K of the Registrants, filed with the Securities and Exchange Commission on June 17, 2005 (the “June 17, 2005 Form 8-K”)).

3.1.11		Articles Supplementary to the Amended and Restated Declaration of Trust of the Trust relating to the 6.65% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest. (Incorporated by reference to Exhibit 3(i) to the Current Report on Form 8-K of the Registrants, filed with the Securities and Exchange Commission on June 30, 2005 (the “June 30, 2005 Form 8-K”)).

3.1.12		Articles Supplementary to the Amended and Restated Declaration of Trust of the Trust relating to the 6.65% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest. (Incorporated

110


EXHIBIT NO.		DESCRIPTION
3.1.16		Third Amendment to Second Restated and Amended Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 3.1.2 to the Second Quarter Form 2002 10-Q).

3.1.17		Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (Incorporated by reference to Exhibit 10 to the September 2, 2004 Form 8-K).

3.1.18		Fifth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Liberty Property Limited Partnership. (Incorporated by reference to Exhibit 10 to the June 17, 2005 8-K).

3.1.19		Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Liberty Property Limited Partnership. (Incorporated by reference to Exhibit 10 to the June 30, 2005 8-K).

3.1.20		Amendment No. 1 to the Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Liberty Property Limited Partnership. (Incorporated by reference to Exhibit 10 to the Current Report on Form 8-K of the Registrants, filed with the Securities and Exchange Commission on August 24, 2005.)

3.1.21		Amendment No. 2 to the Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Liberty Property Limited Partnership. (Incorporated by reference to Exhibit 10 to the Current Report on Form 8-K of the Registrants, filed with the Securities and Exchange Commission on December 23, 2005.)

3.1.22*		Amended and Restated Schedule A to the Second Restated and Amended Agreement of Limited Partnership of the Operating Partnership.

3.1.23		Amended and Restated By-Laws of the Trust. (Incorporated by reference to Exhibit 3.1.3 filed with the Registrants’ Quarterly Report Form 10-Q for the fiscal quarter ended June 30, 2000 (the “Second Quarter 2000 Form 10-Q”)).

4.1		Rights Agreement, dated as of December 17, 1997, by and between the Trust and the Rights Agent (Incorporated by reference to Exhibit 1 filed with the Trust’s Registration Statement on Form 8-A filed with the Commission on December 23, 1997).

4.1.1		First Amended and Restated Rights Agreement, dated as of September 14, 2004, between Liberty Property Trust and Equiserve Trust Company, N.A., as Rights Agent (Incorporated by reference to Exhibit 4 to the Current Report on Form 8-K of the Registrant filed with the Commission on September 14, 2004).

4.2		Indenture (the “First Indenture”), dated as of August 14, 1997, between the Operating Partnership, as Obligor, and The First National Bank of Chicago (“First Chicago”), as Trustee (Incorporated by reference to Exhibit 10.1 filed with the Third Quarter 1997 Form 10-Q).

4.3		First Supplemental Indenture, dated as of August 14, 1997, between the Operating Partnership, as Issuer, and First Chicago, as Trustee, supplementing the First Indenture and relating to $100,000,000 principal amount of the 7.10% Senior Notes due 2004 and $100,000,000 principal amount of the 7.25% Senior Notes due 2007 of the Operating Partnership (Incorporated by reference to Exhibit 10.2 filed with the Third Quarter 1997 Form 10-Q).

4.4		Senior Indenture (the “Second Indenture”), dated as of October 24, 1997, between the Operating Partnership, as Obligor, and First Chicago, as Trustee (Incorporated by reference to Exhibit 10.3 filed with the Third Quarter 1997 Form 10-Q).

4.5		First Supplemental Indenture, dated as of October 24, 1997, between the Operating Partnership, as Issuer, and First Chicago, as Trustee, supplementing the Second Indenture and relating to the Fixed Rate and Floating Rate Medium-Term Notes due Nine Months or More from Date of Issue of the

112


EXHIBIT NO.		DESCRIPTION
		Operating Partnership (Incorporated by reference to Exhibit 10.4 filed with the Third Quarter 1997 Form 10-Q).

4.6		Second Supplemental Indenture, dated as of January 12, 1998, between the Operating Partnership, as Issuer, and First Chicago, as Trustee, supplementing the Second Indenture, and relating to the Fixed Rate and Floating Rate Medium-Term Notes due Nine Months or more from Date of Issue of the Operating Partnership (Incorporated by reference to Exhibit 4.1 filed with the Registrants’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 (the “First Quarter 1998 Form 10-Q”)).

4.7		Third Supplemental Indenture, dated as of April 20, 1999, between the Operating Partnership, as Issuer, and the First National Bank of Chicago, as Trustee, supplementing the Second Indenture and relating to the $250,000,000 principal amount of 7.75% Senior Notes, due 2009 of the Operating Partnership (Incorporated by reference to Exhibit 4 filed with the Registrants’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1999 (the “First Quarter 1999 Form 10-Q”)).

4.8		Fourth Supplemental Indenture, dated as of July 26, 2000, between the Operating Partnership, as Issuer, and Bank One Trust Company, N.A., as Trustee, supplementing the Senior Indenture, dated as of October 24, 1997, between the Operating Partnership, as Obligor, and Bank One Trust Company, N.A. (as successor to the First National Bank of Chicago), as Trustee, and relating to $200,000,000 principal amount of 8.5% Senior Notes due 2010 of the Operating Partnership. (Incorporated by reference to Exhibit 4 to the Second Quarter 2000 Form 10-Q).

4.9		Fifth Supplemental Indenture, dated as of March 14, 2001, between the Operating Partnership, as Issuer, and Bank One Trust Company, N.A., as Trustee, supplementing the Senior Indenture, dated as of October 24, 1997, between the Operating Partnership, as Obligor, and Bank One Trust Company, N.A. (as successor to the First National Bank of Chicago), as Trustee, and relating to $250,000,000 principal amount of 7.25% Senior Notes due 2011 of the Operating Partnership. (Incorporated by reference to Exhibit 4.10 filed with the Registrants’ Annual Report on Form 10-K for the fiscal year ended December 31, 2000).

4.10		Sixth Supplemental Indenture, dated as of August 22, 2002, between Liberty Property Limited Partnership, as Issuer, and Bank One Trust Company, N.A., as Trustee, supplementing the Senior Indenture, dated as of October 24, 1997, between Liberty Property Limited Partnership, as Obligor, and Bank One Trust Company, N.A. (as successor to the First National Bank of Chicago), as Trustee, and relating to $150,000,000 principal amount of 6.375% Senior Notes due 2012 of Liberty Property Limited Partnership. (Incorporated by reference to Exhibit 3.1.1 filed with the Registrants’ Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002 (the “Third Quarter 2002 Form 10-Q”)).

4.11		Seventh Supplemental Indenture, dated as of August 10, 2004, between Liberty Property Limited Partnership, as Issuer, and Bank One Trust Company, N.A., as Trustee, supplementing the Senior Indenture, dated as of October 24, 1997, between Liberty Property Limited Partnership, as Obligor, and Bank One Trust Company, National Association. (as successor to the First National Bank of Chicago), as Trustee, and relating to $200,000,000 principal amount of 5.65% Senior Notes due 2012 of Liberty Property Limited Partnership. (Incorporated by reference to Exhibit 4.1.2 filed with the Registrants’ Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 (the “Third Quarter 2004 Form 10-Q”)).

4.12		Eighth Supplemental Indenture, dated as of March 1, 2005, between Liberty Property Limited Partnership, as Issuer, and Bank One Trust Company, as Trustee, supplementing the Senior Indenture, dated as of October 24, 1997, between Liberty Property Limited Partnership, as Obligor, and Bank One Trust Company, National Association (as successor to the First National Bank of Chicago), as Trustee, and relating to $300,000,000 principal amount of 5.125% Senior Notes due 2015 of Liberty Property Limited Partnership. (Incorporated by reference to Exhibit 4.2 filed with the Registrants’ Current Report on Form 8-K/A filed with the Commission on March 1, 2005 (the “March 2005 Form 8-K”)).

4.13		Note, Relating to the Issuance by the Operating Partnership, on January 22, 1998, of $75 Million Principal Amount of its 6.375% Medium-Term Notes due 2013, Putable/Callable 2003 (Incorporated by reference to Exhibit 4.2 filed with the First Quarter 1998 Form 10-Q).

113


EXHIBIT NO.		DESCRIPTION
4.14		Note, Relating to the Issuance by the Operating Partnership, on January 23, 1998, of $100 Million Principal Amount of its 7.50% Medium-Term Notes due 2018 (Incorporated by reference to Exhibit 4.3 filed with the First Quarter 1998 Form 10-Q).

4.15		Note, Relating to the Issuance by the Operating Partnership, on June 5, 1998, of $100 Million Principal Amount of its 6.60% Medium-Term Notes due 2002. (Incorporated by reference to Exhibit 4 filed with the Registrants’ Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1998 (the “Second Quarter 1998 Form 10-Q”)).

4.16		Note, Relating to the Issuance by the Operating Partnership on November 24, 1998, of $20 Million Principal Amount of its 8.125% Medium-Term Notes due January 15, 2009 (Incorporated by reference to Exhibit 4.11 filed with the Registrants’ Annual Report on Form 10-K for the fiscal year ended December 31, 1998).

10.1		Liberty Property Trust Amended and Restated Share Incentive Plan dated as of March 15, 2005 (Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005 (the “First Quarter 2005 Form 10-Q”)).

10.2		Contribution Agreement (Incorporated by reference to Exhibit 10.5 filed with the Form S-11).

10.3		Amended and Restated Limited Partnership Agreements of Pre-existing Pennsylvania Partnerships (Incorporated by reference to Exhibit 10.6 filed with the Form S-11).

10.4		Agreement of Sale for the Acquisition Properties (Incorporated by reference to Exhibit 10.7 filed with the Form S-11).

10.5		Option Agreement and Right of First Offer (Incorporated by reference to Exhibit 10.8 filed with the Form S-11).

10.6		Form of Indemnity Agreement (Incorporated by reference to Exhibit 10.9 filed with the Form S-11).

10.7		Contribution Agreement among the Trust, the Operating Partnership and the Contributing Owners described therein, related to the Lingerfelt Properties (Incorporated by reference to Exhibit 10.1 filed with the Registrants’ Current Report on Form 8-K filed with the Commission on March 3, 1995).

10.8*		Amended and Restated Credit Agreement, dated as of December 22, 2005, by and among the Operating Partnership, the Trust, certain affiliated co-borrowers, with Bank of America, N.A. as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Wachovia Bank, National Association, SunTrust Bank and Citizens Bank of Pennsylvania, as Documentation Agents, PNC Bank, National Association and Wells Fargo Bank, National Association, as Managing Agents, Banc of America Securities LLC and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, and the lenders a party thereto.

10.9		Liberty Property Trust — Amended Management Severance Plan. (Incorporated by reference to Exhibit 10.9 filed with Registrants’ Annual Report on Form 10-K for the year ended December 31, 2001).

10.10		Liberty Property Trust — Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.14 filed with the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000).

10.11		Description of Compensation of Non-Employee Trustees. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Registrants filed with the Commission on February 23, 2005.)

114


EXHIBIT NO.		DESCRIPTION
10.12		Form of Restricted Share Grant under the Liberty Property Trust Amended and Restated Share Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Registrants filed with the Commission on February 24, 2005 (the “February 24, 2005 8-K”)).

10.13		Form of Option Grant under the Liberty Property Trust Amended and Restated Share Incentive Plan. (Incorporated by reference to Exhibit 10.2 to the February 24, 2005 8-K).

10.14		Certain Elements of the Liberty Property Trust Executive Compensation Program. (Incorporated by reference to Exhibit 10.3 to the February 24, 2005 8-K).

12*		Statement re: Computation of Ratios.

21*		Subsidiaries.

23.1*		Consent of Ernst & Young LLP relating to financial statements of the Trust.

23.2*		Consent of Ernst & Young LLP relating to financial statements of the Operating Partnership.

31.1*		Certifications of the Chief Executive Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2*		Certifications of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.3*		Certifications of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.4*		Certifications of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1*		Certifications of the Chief Executive Officer of Liberty Property Trust required under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

32.2*		Certifications of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

32.3*		Certifications of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

115

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.


		LIBERTY PROPERTY LIMITED PARTNERSHIP

		BY: Liberty Property Trust
		General Partner

Date: March 14, 2006		By: /s/ WILLIAM P. HANKOWSKY

		WILLIAM P. HANKOWSKY
		CHAIRMAN, PRESIDENT AND
		CHIEF EXECUTIVE OFFICER

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.


/s/ WILLIAM P. HANKOWSKY	Chairman of the Board of Trustees, President
William P. Hankowsky	and Chief Executive Officer Trustee of the General Partner	March 14, 2006

/s/ M. LEANNE LACHMAN	Trustee of the General Partner	March 14, 2006
M. Leanne Lachman

/s/ FREDERICK F. BUCHHOLZ	Trustee of the General Partner	March 14, 2006
Frederick F. Buchholz

/s/ J. ANTHONY HAYDEN	Trustee of the General Partner	March 14, 2006
J. Anthony Hayden

/s/ DAVID L. LINGERFELT	Trustee of the General Partner	March 14, 2006
David L. Lingerfelt

/s/ JOHN A. MILLER, CLU	Trustee of the General Partner	March 14, 2006
John A. Miller, CLU

/s/ STEPHEN B. SIEGEL	Trustee of the General Partner	March 14, 2006
Stephen B. Siegel

/s/ THOMAS C. DELOACH, JR.	Trustee of the General Partner	March 14, 2006
Thomas C. DeLoach, Jr.

/s/ DANIEL P. GARTON	Trustee of the General Partner	March 14, 2006
Daniel P. Garton

/s/ JOSE A. MEJIA	Trustee of the General Partner	March 14, 2006
Jose A. Mejia

118

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION
3.1.22		Amended and Restated Schedule A to the Second Restated and Amended Agreement of Limited Partnership of the Operating Partnership.

10.8		Amended and Restated Credit Agreement, (dated as of December 22, 2005) with Bank of America, N.A. as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Wachovia Bank, National Association, Sun Trust Bank and Citizens Bank of Pennsylvania, as Documentation Agents, PNC Bank, National Association and Wells Fargo Bank, National Association, as Managing Agents, Banc of America Securities LLC and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, and the lenders a party thereto.

12		Statement re: Computation of Ratios.

21		Subsidiaries.

23.1		Consent of Ernst & Young LLP relating to financial statements of the Trust.

23.2		Consent of Ernst & Young LLP relating to financial statements of the Operating Partnership.

31.1		Certifications of the Chief Executive Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2		Certifications of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.3		Certifications of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.4		Certifications of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1		Certifications of the Chief Executive Officer of Liberty Property Trust required under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

32.2		Certifications of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

32.3		Certifications of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

32.4		Certifications of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that

119


	PAGE
PART I
Item 1. Business		4
Item 1A. Risk Factors		8
Item 1B. Unresolved Staff Comments		16
Item 2. Properties		16
Item 3. Legal Proceedings		18
Item 4. Submission of Matters to a Vote of Security Holders		18

PART II
Item 5. Market for Registrants’ Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		18
Item 6. Selected Financial Data		19
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		32
Item 8. Financial Statements and Supplementary Data		32
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		107
Item 9A. Controls and Procedures		107
Item 9B. Other Information		107

PART III
Item 10. Trustees and Executive Officers of the Registrants		108
Item 11. Executive Compensation		108
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		108
Item 13. Certain Relationships and Related Transactions		108
Item 14. Principal Accountant Fees and Services		108

PART IV
Item 15. Exhibits and Financial Statement Schedules		109
Signatures for Liberty Property Trust		117
Signatures for Liberty Property Limited Partnership		118
Exhibit Index		119
Amended and Restated Schedule A
Amended and Restated Credit Agreement
Statement re: Computation of Ratios
Subsidiaries
Consent of Ernst & Young LLP relating to financial statements of the Trust
Consent of Ernst & Young LLP relating to financial statements of the Operting Partnership
Certifications of the Chief Executive Officer
Certifications of the Chief Financial Officer
Certifications of the Chief Executive Officer, in his capacity as the general partner
Certification of the Chief Financial Officer, in his capacity as the general partner
Certifications of the Chief Executive Officer, required under Rule 13a-14(b)
Certifications of the Chief Financial Officer, required under Rule 13a-14(b)
Certifications of the Chief Executive Officer, in his capacity as the general partner, required by Rule 13a-14(b)
Certifications of the Chief Financial Officer, in his capacity as the general partner, required by Rule 13a-14(b)


		generally accepted accounting principles (“GAAP”)), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Funds from operations available to common shareholders does not represent net income or cash flows from operations as defined by GAAP and does not necessarily indicate that cash flows will be sufficient to fund cash needs. It should not be considered as an alternative to net income as an indicator of the Company’s operating performance or to cash flows as a measure of liquidity. Funds from operations available to common shareholders also does not represent cash flows generated from operating, investing or financing activities as defined by GAAP. A reconciliation of Funds from operations to Net Income may be found on page 31.

(4)		Leasing statistics include 42 properties equaling 3.8 million square feet owned by joint ventures in which the Company has an ownership interest. The joint venture properties are 98.6% leased at December 31, 2005.


	FOR THE YEARS ENDED
	DECEMBER 31,
	2005			2004			2003
REAL ESTATE:
Balance at beginning of year	$	4,491,412		$	4,129,270		$	3,860,260
Additions		658,041			410,293			309,818
Disposition of property		(305,433	)		(48,151	)		(40,808	)

Balance at end of year	$	4,844,020		$	4,491,412		$	4,129,270


ACCUMULATED DEPRECIATION:
Balance at beginning of year	$	692,649		$	584,841		$	483,807
Depreciation expense		123,278			114,199			105,093
Disposition of property		(67,109	)		(6,391	)		(4,059	)

Balance at end of year	$	748,818		$	692,649		$	584,841


	GENERAL			LIMITED			TOTAL
	PARTNER’S			PARTNERS’			OWNERS’
	EQUITY			EQUITY			EQUITY
Balance at January 1, 2003	$	1,354,431		$	201,385		$	1,555,816
Contributions from partners		206,620			2,640			209,260
Distributions to partners		(191,632	)		(21,025	)		(212,657	)
Issuance of operating partnership units		—			1,151			1,151
Foreign currency translation adjustment		11,868			—			11,868
Net income		163,610			20,061			183,671

Balance at December 31, 2003		1,544,897			204,212			1,749,109
Contributions from partners		85,967			1,593			87,560
Distributions to partners		(206,443	)		(20,718	)		(227,161	)
Issuance of operating partnership units		—			—			—
Foreign currency translation adjustment		10,395			—			10,395
Net income		161,443			18,799			180,242

Balance at December 31, 2004		1,596,259			203,886			1,800,145
Contributions from partners		93,157			(1,665	)		91,492
Distributions to partners		(214,386	)		(21,290	)		(235,676	)
Issuance of operating partnership units		—			49,186			49,186
Foreign currency translation adjustment		(15,199	)		—			(15,199	)
Net income		249,351			22,609			271,960

Balance at December 31, 2005	$	1,709,182		$	252,726		$	1,961,908


EXHIBIT NO.		DESCRIPTION
		by reference to Exhibit 3(i) to the Current Report on Form 8-K of the Registrants, filed with the Securities and Exchange Commission on August 24, 2005.)

3.1.13		Second Restated and Amended Agreement of Limited Partnership of the Operating Partnership, dated as of October 22, 1997 (Incorporated by reference to Exhibit 3.1.1 filed with the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 (the “Third Quarter 1997 Form 10-Q”)).

3.1.14		First Amendment to Second Restated and Amended Agreement of Limited Partnership of the Operating Partnership. (Incorporated by reference to Exhibit 3.1.1 to the Second Quarter 1999 Form 10-Q).

3.1.15		Second Amendment to Second Restated and Amended Agreement of Limited Partnership of the Operating Partnership. (Incorporated by reference to Exhibit 3.1.2 to the First Quarter 2000 Form 10-Q).


EXHIBIT NO.		DESCRIPTION
32.4*		Certifications of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)


		LIBERTY PROPERTY TRUST

Date: March 14, 2006		By: /s/ WILLIAM P. HANKOWSKY

		WILLIAM P. HANKOWSKY
		CHAIRMAN, PRESIDENT AND
		CHIEF EXECUTIVE OFFICER


/s/ WILLIAM P. HANKOWSKY	Chairman of the Board of Trustees,	March 14, 2006
William P. Hankowsky	President and Chief Executive Officer (Principal Executive Officer)

/s/ GEORGE J. ALBURGER, JR.	Executive Vice President and	March 14, 2006
George J. Alburger, Jr.	Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ M. LEANNE LACHMAN	Trustee	March 14, 2006
M. Leanne Lachman

/s/ FREDERICK F. BUCHHOLZ	Trustee	March 14, 2006
Frederick F. Buchholz

/s/ J. ANTHONY HAYDEN	Trustee	March 14, 2006
J. Anthony Hayden

/s/ DAVID L. LINGERFELT	Trustee	March 14, 2006
David L. Lingerfelt

/s/ JOHN A. MILLER, CLU	Trustee	March 14, 2006
John A. Miller, CLU

/s/ STEPHEN B. SIEGEL	Trustee	March 14, 2006
Stephen B. Siegel

/s/ THOMAS C. DELOACH, JR.	Trustee	March 14, 2006
Thomas C. DeLoach, Jr.

/s/ DANIEL P. GARTON	Trustee	March 14, 2006
Daniel P. Garton

/s/ JOSE A. MEJIA	Trustee	March 14, 2006
Jose A. Mejia


		section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.