8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2009

LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

Maryland	1-13130	23-7768996
Pennsylvania	1-13132	23-2766549
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Chesterfield Parkway
Malvern, PA	19355
(Address of principal executive offices)	(Zip Code)

Registrants’ telephone, including area code: (610) 648-1700

(Former name or former address, if changed since last report)

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

o Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

TABLE OF CONTENTS

EX-99.1

EX-99.2

EX-99.3

Item 8.01. Other Events.

     This Item 8.01 includes information contained in a press release issued by the Registrants on February 2, 2009 announcing the Registrants’ financial results for the quarter and year ended December 31, 2008. The following information shall be considered “filed” for purposes of the Securities Exchange Act of 1934, as amended:

LIBERTY PROPERTY TRUST ANNOUNCES
FOURTH QUARTER AND FULL YEAR RESULTS

Malvern, PA, February 2, 2009 — Liberty Property Trust (NYSE:LRY) reported that net income per common share (diluted) was $0.53 per share for the quarter ended December 31, 2008 compared to $0.39 per share for the quarter ended December 31, 2007, and $1.62 per common share for the full year 2008 compared with $1.80 per share for 2007.

Funds from operations available to common shareholders (diluted) (“FFO”) for the fourth quarter of 2008 was $0.80 per share, compared to $0.79 per share for the fourth quarter of 2007. For the year ended December 31, 2008, FFO per share was $3.20, compared to $3.18 per share for 2007. A reconciliation of GAAP net income to FFO is included in the financial tables accompanying this press release.

Fourth quarter FFO was impacted by the following items:

• Termination fees of $0.7 million, or approximately $.01 per share

• Impairment charges of $3.1 million or approximately ($.03) per share

• Discount in conjunction with the repurchase of Liberty senior notes: $2.5 million or approximately $.02 per share

• Approximately $.02 in forfeited buyer deposits related to the cancelled sale of land

Portfolio Performance

Leasing: At December 31, 2008, Liberty’s in-service portfolio of 76.9 million square feet was 91.3% occupied, compared to 92.0% at the end of the third quarter. During the quarter, Liberty completed lease transactions totaling 5.8 million square feet of space.

Same Store Performance: Property level operating income for same store properties decreased by 0.7% on a cash basis and increased by 0.2% on a straight line basis for the fourth quarter of 2008 compared to the same quarter in 2007 and decreased by 0.2% on a cash basis and 0.6% on a straight line basis for the full year 2008 compared to 2007.

Real Estate Investments

Development: During the fourth quarter, Liberty brought into service four development properties totaling 1.1 million square feet for a total investment of $84.9 million. At quarter-end the properties were 16.1% leased. The current yield on the investments is 3.0%, and the projected stabilized yield is 8.0%.

Also during the fourth quarter, Liberty began development of a 72,000 square foot, build-to-suit expansion of an existing office property in Minnesota for a projected investment of $13.2 million; and a joint venture in which Liberty holds a 50% interest began construction of a 500,000 square foot distribution center in Orlando, Florida. This property is 100% pre-leased, with a projected investment of $24.2 million.

As of December 31, 2008, Liberty had 4.5 million square feet of wholly-owned and joint venture properties under development. This activity represents a total projected investment of $560.0 million, with an expected yield of 7.9%. The properties were 55.5% leased at year-end.

Acquisitions: Liberty acquired no properties during the fourth quarter.

Dispositions: During the fourth quarter, Liberty sold five properties containing 306,000 square feet, and 14 acres of land for $40.8 million.

Capital Activities and Balance Sheet Management

Common Share Sales: On October 8, Liberty closed on the sale of 4.75 million common shares. Net proceeds from the offering were $149.5 million. In December, Liberty commenced the sale of common shares pursuant to a continuous equity offering program. Through December 31, 2008, the company sold 495,000 shares as part of this program. Net proceeds from the offering were $10.8 million. Proceeds from these offerings were used to repay borrowings under Liberty’s unsecured credit facility and for general corporate purposes.

Senior Note Repurchases: During the fourth quarter of 2008, Liberty purchased $23.4 million of its August 2010 Senior Notes. These notes were purchased at a $2.5 million (approximately $.02 per share) discount. This discount is included in FFO as a debt extinguishment gain as noted above.

Dividend Adjustment: The quarterly dividend was decreased from $0.625 for the October 2008 dividend to $0.475 for the January 2009 dividend.

Subsequent Events

To date in 2009, Liberty has sold six properties totaling 301,000 square feet, for $34.8 million and has raised $22 million from its continuous equity offering program.

About the Company

Liberty Property Trust (NYSE:LRY) is a leader in commercial real estate, serving customers in the United States and United Kingdom, through the development, acquisition, ownership and management of superior office and industrial properties. Liberty’s 77 million square foot portfolio includes more than 700 properties which provide office, distribution and light manufacturing facilities to 2,000 tenants.

Additional information about the Company, including Liberty’s Quarterly Supplemental Package with detailed financial information is available in the Investors section of the Company’s web site at www.libertyproperty.com. If you are unable to access the web site, a copy of the supplemental package may be obtained by contacting Liberty by phone at 610-648-1704, or by e-mail to jleonard@libertyproperty.com.

Liberty will host a conference call during which management will discuss fourth quarter results, on Tuesday, February 3, 2009, at 1:00 p.m. eastern time. To access the conference call in the United States or Canada, please dial 1-888-870-2815. For international access, dial 706-643-7691. No password or code is needed. A replay of the call will be available by dialing 1-800-642-1687 for US/Canada participants or 706-645-9291 for international participants. A passcode is needed for the replay: 82309390. The call can also be accessed via the Internet on the Investors page of Liberty’s web site at www.libertyproperty.com for two weeks following the call.

The statements contained in this press release may include forward-looking statements within the meaning of the federal securities law. Although Liberty believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. As forward-looking statements, these statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the expected results. These factors include, without limitation, the 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, the financial condition of tenants, the uncertainties of real estate development and construction activity, the costs and availability of financing, the effects of local economic and market conditions, regulatory changes, potential liability relative to environmental matters and other risks and uncertainties detailed in the company’s filings with the Securities and Exchange Commission. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

     Liberty Property Trust’s Statement of Operations, Statement of Funds From Operations and Balance Sheet as of and for the quarter and year ended December 31, 2008, each as contained in the above-referenced press release, are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2 and 99.3, respectively.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired.
	None.
(b)	Pro Forma Financial Information.
	None.
(c)	Shell Company Transactions.
	None.
(d)	Exhibits.

     The exhibits contained in this Current Report on Form 8-K shall be considered “filed” with the Securities and Exchange Commission for purposes of the Securities Exchange Act of 1934, as amended, and shall be incorporated by reference in any registration statement filed by the Registrants under the Securities Act of 1933, as amended.

Exhibit Number	Exhibit Title
99.1	Statement of Operations of Liberty Property Trust for the quarter and year ended December 31, 2008.
99.2	Statement of Funds from Operations of Liberty Property Trust for the quarter and year ended December 31, 2008.
99.3	Balance Sheet of Liberty Property Trust as of December 31, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIBERTY PROPERTY TRUST
By:	/s/ George J. Alburger, Jr. Name: George J. Alburger, Jr.
	Title: Chief Financial Officer
LIBERTY PROPERTY LIMITED PARTNERSHIP
By:	Liberty Property Trust, its sole General Partner
By:	/s/ George J. Alburger, Jr. Name: George J. Alburger, Jr.
	Title: Chief Financial Officer

Dated: February 3, 2009

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Statement of Operations of Liberty Property Trust for the quarter and year ended December 31, 2008.
99.2	Statement of Funds from Operations of Liberty Property Trust for the quarter and year ended December 31, 2008.
99.3	Balance Sheet of Liberty Property Trust as of December 31, 2008.

EX-99.1

Exhibit 99.1

Liberty Property Trust
Statement of Operations
December 31, 2008
(In thousands, except per share amounts)

	Quarter Ended						Year Ended
	December 31, 2008			December 31, 2007			December 31, 2008			December 31, 2007
	(Unaudited)
Operating Revenue
Rental	$	131,919		$	130,062		$	520,301		$	480,107
Operating expense reimbursement		57,283			55,074			228,219			206,724
Total operating revenue		189,202			185,136			748,520			686,831
Operating Expenses
Rental property		40,099			38,576			152,786			143,646
Real estate taxes		20,325			19,503			86,320			72,563
General and administrative		14,157			15,260			54,378			54,249
Depreciation and amortization		42,775			43,759			173,097			155,616
Total operating expenses		117,356			117,098			466,581			426,074
Operating Income		71,846			68,038			281,939			260,757
Other Income/Expense
Interest and other		4,069			3,895			13,508			11,727
Debt extinguishment gain		2,521			—			2,521			—
Interest		(38,712	)		(39,433	)		(155,675	)		(127,058	)
Total other income/expense		(32,122	)		(35,538	)		(139,646	)		(115,331	)
Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures		39,724			32,500			142,293			145,426
Gain (loss) on property dispositions		8,633			(176	)		10,572			1,463
Income taxes		(273	)		201			(1,645	)		709
Minority interest		(7,171	)		(6,447	)		(27,062	)		(23,598	)
Equity in earnings of unconsolidated joint ventures		948			(1,252	)		2,805			(226	)
Income from continuing operations		41,861			24,826			126,963			123,774
Discontinued operations of net minority interest (including net gain on property)
dispositions of $9,244 and $25,032 for the quarters ended December 31, 2007 and 2006 dispositions of $9,884 and $9,233 for the quarters ended December 31, 2008 and 2007 and $23,519 and $33,611 for the years ended December 31, 2008 and 2007)		9,937			10,706			24,979			41,057
Net Income	$	51,798		$	35,532		$	151,942		$	164,831
Basic income per common share
Continuing operations	$	0.43		$	0.27		$	1.35		$	1.36
Discontinued operations	$	0.10		$	0.12		$	0.27		$	0.45
Total basic income per common share	$	0.53		$	0.39		$	1.62		$	1.81
Diluted income per common share
Continuing operations	$	0.43		$	0.27		$	1.35		$	1.35
Discontinued operations	$	0.10		$	0.12		$	0.27		$	0.45
Total diluted income per common share	$	0.53		$	0.39		$	1.62		$	1.80
Weighted Average Shares
Basic		97,493			91,206			93,624			91,185
Diluted		97,493			91,495			93,804			91,803

EX-99.2

Exhibit 99.2

Liberty Property Trust
Statement of Funds From Operations
December 31, 2008
(Unaudited and in thousands, except per share amounts)

	Quarter Ended										Year Ended
	December 31, 2008					December 31, 2007					December 31, 2008					December 31, 2007
				Per					Per					Per					Per
				Weighted					Weighted					Weighted					Weighted
				Average					Average					Average					Average
	Dollars			Share		Dollars			Share		Dollars			Share		Dollars			Share
Reconciliation of net income to FFO — basic:
Basic — income available to common shareholders	$	51,798		$	0.53	$	35,532		$	0.39	$	151,942		$	1.62	$	164,831		$	1.81
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		4,027					3,675					16,235					6,494
Depreciation and amortization		42,597					44,129					173,400					162,833
Gain on property dispositions		(19,662	)				(9,260	)				(34,336	)				(36,498	)
Minority interest share in addback for depreciation and amortization and gain on property dispositions		(1,068	)				(1,688	)				(6,606	)				(5,820	)
Funds from operations available to common shareholders — basic	$	77,692		$	0.80	$	72,388		$	0.79	$	300,635		$	3.21	$	291,840		$	3.20
Reconciliation of net income to FFO — diluted:
Diluted — income available to common shareholders	$	51,798		$	0.53	$	35,532		$	0.39	$	151,942		$	1.62	$	164,831		$	1.80
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		4,027					3,675					16,235					6,494
Depreciation and amortization		42,597					44,129					173,400					162,833
Gain on property dispositions		(19,662	)				(9,260	)				(34,336	)				(36,498	)
Minority interest excluding preferred unit distributions		2,143					1,629					6,669					7,556
Funds from operations available to common shareholders — diluted	$	80,903		$	0.80	$	75,705		$	0.79	$	313,910		$	3.20	$	305,216		$	3.18
Reconciliation of weighted average shares:
Weighted average common shares — all basic calculations		97,493					91,206					93,624					91,185
Dilutive shares for long term compensation plans		—					289					180					618
Diluted shares for net income calculations		97,493					91,495					93,804					91,803
Weighted average common units		4,189					4,190					4,190					4,190
Diluted shares for funds from operations calculations		101,682					95,685					97,994					95,993

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.

EX-99.3

Exhibit 99.3

Liberty Property Trust
December 31, 2008
(In thousands, except share amounts)

	December 31, 2008			December 31, 2007
Assets
Real estate:
Land and land improvements	$	813,397		$	792,991
Building and improvements		4,261,770			4,408,309
Less: accumulated depreciation		(982,114	)		(858,671	)
Operating real estate		4,093,053			4,342,629
Development in progress		245,463			316,985
Land held for development		209,551			247,124
Net real estate		4,548,067			4,906,738
Cash and cash equivalents		15,794			37,989
Restricted cash		39,726			34,567
Accounts receivable		12,985			15,908
Deferred rent receivable		85,352			79,720
Deferred financing and leasing costs, net of accumulated amortization (2008, $140,345; 2007, $119,210)		134,029			144,295
Investment in unconsolidated joint ventures		251,520			278,383
Assets held for sale		33,662			36,908
Prepaid expenses and other assets		97,549			109,429
Total assets	$	5,218,684		$	5,643,937
Liabilities
Mortgage loans	$	198,560		$	243,169
Unsecured notes		2,131,607			2,155,000
Credit facility		260,000			622,960
Accounts payable		32,481			44,666
Accrued interest		36,474			39,725
Dividend and distributions payable		48,858			59,849
Other liabilities		184,198			268,926
Total liabilities		2,892,178			3,434,295
Minority interest		369,771			372,621
Shareholders’ Equity
Common shares of beneficial interest, $.001 par value, 183,987,000 shares authorized, 100,034,404 (includes 1,249,909 in treasury) and 92,817,879 (includes 1,249,909 in treasury) shares issued and outstanding as of December 31, 2008 and December 31, 2007, respectively		101			93
Additional paid-in capital		2,199,684			1,984,141
Accumulated other comprehensive income		(5,378	)		21,378
Distributions in excess of net income		(185,721	)		(116,640	)
Common shares in treasury, at cost, 1,249,909 shares as of December 31, 2008 and December 31, 2007		(51,951	)		(51,951	)
Total shareholders’ equity		1,956,735			1,837,021
Total liabilities & shareholders’ equity	$	5,218,684		$	5,643,937