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): October 26, 2010

LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

Maryland	1-13130	23-7768996
Pennsylvania	1-13132	23-2766549
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Chesterfield Parkway Malvern, PA	19355
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, 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:

o Written communications pursuant to Rule 425 under the Securities 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))

Item 2.02. Results of Operations and Financial Condition.

On October 26, 2010, the Registrants issued a press release announcing the Registrants’ financial results for the quarter ended September 30, 2010. As set forth below, the Registrants are furnishing the press release as Exhibit 99.1 to this Current Report on Form 8-K.

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.

Exhibit Number	Exhibit Title
99.1	Press Release by the Registrants, dated October 26, 2010, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

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: October 26, 2010

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Press Release by the Registrants, dated October 26, 2010, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

EX-99.1

Exhibit 99.1

Inquiries:	Jeanne A. Leonard
	Liberty Property Trust
	610/648-1704

LIBERTY PROPERTY TRUST ANNOUNCES
THIRD QUARTER RESULTS

Malvern, PA, October 26, 2010 — Liberty Property Trust (NYSE:LRY) reported that net income per common share (diluted) was $0.30 per share for the quarter ended September 30, 2010, compared to $0.39 per share (diluted) for the quarter ended September 30, 2009. For the nine-month period ended September 30, 2010, net income per common share (diluted) was $0.86, compared to $1.02 per share for the same period in 2009.

Funds from operations available to common shareholders (diluted) (“FFO”) for the third quarter of 2010 was $0.69 per share, compared to $0.72 per share for the third quarter of 2009. A reconciliation of GAAP net income to FFO is included in the financial tables accompanying this press release. Funds from operations for the third quarter include lease termination fees of $2.0 million. FFO per share for the nine-month period ended September 30, 2010 was $2.00, compared to $2.16 per share for the same period in 2009.

“In the third quarter we achieved solid execution across all of our disciplines — strong leasing volumes and tenant retention; acquisition of nearly one million square feet of value-add real estate; and adroit financial execution,” said Bill Hankowsky, chairman and chief executive officer. “The consistency of Liberty’s performance is in stark contrast to the inconsistency of the economic recovery.”

Portfolio Performance

Leasing: At September 30, 2010 Liberty’s in-service portfolio of 79.8 million square feet was 89.0% occupied, compared to 88.7% at the end of the second quarter. During the quarter, Liberty completed lease transactions totaling 6.3 million square feet of space.

Same Store Performance: Property level operating income for same store properties decreased by 2.1% on a cash basis and decreased by 3.8% on a straight line basis for the third quarter of 2010 compared to the same quarter in 2009. Occupancy of the same store portfolio was 90.3% as of September 30, 2010, as compared to 90.8% as of June 30, 2010.

Capital and Balance Sheet Management

During the third quarter, Liberty repaid $169.7 million of August 2010, 8.5% senior unsecured notes and issued $350 million of ten-year, 4.75% senior unsecured notes. The net proceeds from this issuance were used to repay borrowings under the company’s unsecured credit facility and for general corporate purposes.

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Liberty Property Trust
Third Quarter 2010 Earnings

Also during the quarter, Liberty replaced its existing $600 million credit facility which was due in January 2011 with a new, $500 million facility which matures in 2013. Based upon Liberty’s current credit ratings, borrowings under this facility will bear interest at LIBOR plus 230 basis points.

Real Estate Investments

Development: During the third quarter, Liberty brought into service one development property totaling 75,000 square feet for a total investment of $10.5 million. This property is 100% occupied at a current yield of 12.5%. A joint venture in which the company holds a 25% interest brought into service one development property for a total investment of $134.0 million. This 176,000 square foot property is currently 39.0% leased. The projected stabilized yield is 4.7%. No development projects were commenced during the quarter, and Liberty is not currently developing any properties.

Acquisitions: Liberty acquired three properties during the quarter, for $38.4 million. These properties include two distribution buildings in Houston, TX, totaling 227,800 square feet. These two properties were vacant when purchased, but Liberty has since leased 46,400 square feet, which will commence in the fourth quarter of 2010. The third property is a 714,000 square foot distribution property in Orlando, FL. This property is 100% leased. The projected stabilized yield on the three properties is 8.7%.

Dispositions: Liberty sold one operating property, a 220,000 square foot industrial building in High Point, North Carolina, and five acres of land, for $3.9 million.

Earnings Outlook

Liberty expects to report funds from operations for 2010 in the range of $2.65 - $2.67 per share, and for 2011 in the range of $2.60 - $2.80 per share. A reconciliation of FFO to GAAP net income for both 2010 and 2011 is below:

	2010 Range						2011 Range
	Low			High			Low			High
Projected net income per share	$	1.12		$	1.14		$	1.12		$	1.30
Depreciation and amortization of unconsolidated joint ventures		0.12			0.14			0.12			0.14
Depreciation and amortization		1.48			1.50			1.46			1.50
Gain on property dispositions		(0.05	)		(0.07	)		(0.08	)		(0.10	)
Minority interest share of addbacks		(0.02	)		(0.04	)		(0.02	)		(0.04	)
Projected funds from operations per share	$	2.65		$	2.67		$	2.60		$	2.80

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Liberty Property Trust
Third Quarter 2010 Earnings

Commenting on this guidance, Bill Hankowsky said: “In viewing next year’s prospects, we assume that the economic recovery will continue at its current pace, which is a very long, slow ramp up. Based on this pace of growth, we will not begin to see significant impact on our results until late in 2011. We have assumed modest acquisition and development investment, but we are armed with an outstanding balance sheet and enormous financial capacity, we will take advantage of investment opportunities should they become available.”

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 80 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 third quarter results, on Tuesday, October 26, 2010, at 1 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. The conference identification number is 16649597. 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. The conference identification number 16649597 is needed to access the replay. 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.

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Liberty Property Trust
Statement of Operations
September 30, 2010
(Unaudited and in thousands, except per share amounts)

	Quarter Ended						Nine Months Ended
	September 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
Operating Revenue
Rental	$	131,655		$	129,848		$	391,574		$	386,138
Operating expense reimbursement		57,182			56,511			170,250			167,796
Total operating revenue		188,837			186,359			561,824			553,934
Operating Expenses
Rental property		38,181			35,957			113,093			108,968
Real estate taxes		22,731			22,852			67,512			66,279
General and administrative		12,634			11,246			40,074			38,453
Depreciation and amortization		43,178			43,039			129,845			127,478
Total operating expenses		116,724			113,094			350,524			341,178
Operating Income		72,113			73,265			211,300			212,756
Other Income/Expense
Interest and other		2,487			2,624			7,956			8,227
Debt extinguishment gain		—			455			—			1,547
Interest		(34,896	)		(36,533	)		(112,468	)		(110,898	)
Total other income/expense		(32,409	)		(33,454	)		(104,512	)		(101,124	)
Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures		39,704			39,811			106,788			111,632
Gain (loss) on property dispositions		691			100			3,701			(2,244	)
Income taxes		(475	)		(86	)		(1,430	)		(430	)
Equity in earnings of unconsolidated joint ventures		385			515			1,562			2,124
Income from continuing operations		40,305			40,340			110,621			111,082
Discontinued operations (including net gain on property dispositions of $221 and $5,131 for the quarters ended September 30, 2010 and 2009 and $5,491 and $9,000 for the nine month periods ended September 30, 2010 and 2009)		701			10,404			6,221			16,716
Net Income		41,006			50,744			116,842			127,798
Noncontrolling interest — operating partnerships		(6,451	)		(6,818	)		(19,155	)		(19,732	)
Noncontrolling interest — consolidated joint ventures		89			(23	)		(47	)		397
Net Income available to common shareholders	$	34,644		$	43,903		$	97,640		$	108,463
Basic income per common share
Continuing operations	$	0.30		$	0.30		$	0.82		$	0.87
Discontinued operations	$	0.01		$	0.09		$	0.05		$	0.15
Total basic income per common share	$	0.31		$	0.39		$	0.87		$	1.02
Diluted income per common share
Continuing operations	$	0.29		$	0.30		$	0.81		$	0.87
Discontinued operations	$	0.01		$	0.09		$	0.05		$	0.15
Total diluted income per common share	$	0.30		$	0.39		$	0.86		$	1.02
Weighted average shares
Basic		113,077			111,351			112,708			105,989
Diluted		113,773			111,926			113,388			106,441
Amounts attributable to common shareholders
Income from continuing operations	$	33,966		$	33,857		$	91,628		$	92,354
Discontinued operations		678			10,046			6,012			16,109
Net income	$	34,644		$	43,903		$	97,640		$	108,463

Liberty Property Trust
Statement of Funds From Operations
September 30, 2010
(Unaudited and in thousands, except per share amounts)

	Quarter Ended										Nine Months Ended
	September 30, 2010					September 30, 2009					September 30, 2010					September 30, 2009
				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	$	34,644		$	0.31	$	43,903		$	0.39	$	97,640		$	0.87	$	108,463		$	1.02
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		3,799					3,991					11,253					12,113
Depreciation and amortization		42,523					43,041					128,243					128,427
Gain on property dispositions		(626	)				(9,442	)				(6,036	)				(14,817	)
Noncontrolling interest share in addback for depreciation and amortization and gain on property dispositions		(1,531	)				(1,293	)				(4,485	)				(4,497	)
Funds from operations available to common shareholders — basic	$	78,809		$	0.70	$	80,200		$	0.72	$	226,615		$	2.01	$	229,689		$	2.17
Reconciliation of net income to FFO — diluted:
Diluted — income available to common shareholders	$	34,644		$	0.30	$	43,903		$	0.39	$	97,640		$	0.86	$	108,463		$	1.02
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		3,799					3,991					11,253					12,113
Depreciation and amortizaton		42,523					43,041					128,243					128,427
Gain on property dispositions		(626	)				(9,442	)				(6,036	)				(14,817	)
Noncontrolling interest excluding preferred unit distributions		1,198					1,565					3,396					3,974
Funds from operations available to common shareholders — diluted	$	81,538		$	0.69	$	83,058		$	0.72	$	234,496		$	2.00	$	238,160		$	2.16
Reconciliation of weighted average shares:
Weighted average common shares — all basic calculations		113,077					111,351					112,708					105,989
Dilutive shares for long term compensation plans		696					575					680					452
Diluted shares for net income calculations		113,773					111,926					113,388					106,441
Weighted average common units		3,943					4,017					3,949					4,018
Diluted shares for funds from operations calculations		117,716					115,943					117,337					110,459

Liberty Property Trust
Balance Sheet
September 30, 2010
(In thousands, except share amounts)

	September 30, 2010			December 31, 2009
	(unaudited)
Assets
Real estate:
Land and land improvements	$	863,143		$	848,988
Building and improvements		4,406,194			4,283,250
Less: accumulated depreciation		(1,064,018	)		(970,935	)
Operating real estate		4,205,319			4,161,303
Development in progress		—			66,714
Land held for development		209,668			218,633
Net real estate		4,414,987			4,446,650
Cash and cash equivalents		111,941			237,446
Restricted cash		41,163			42,232
Accounts receivable		9,600			6,057
Deferred rent receivable		106,540			95,527
Deferred financing and leasing costs, net of accumulated amortization (2010, $118,298; 2009, $108,390)		142,218			134,309
Investments in and advances to unconsolidated joint ventures		172,936			175,584
Assets held for sale		5,457			5,564
Prepaid expenses and other assets		81,197			85,574
Total assets	$	5,086,039		$	5,228,943
Liabilities
Mortgage loans	$	338,405		$	473,993
Unsecured notes		2,023,143			1,842,882
Credit facility		—			140,000
Accounts payable		42,735			31,195
Accrued interest		25,915			31,251
Dividend and distributions payable		55,913			55,402
Other liabilities		152,952			171,051
Total liabilities		2,639,063			2,745,774
Equity
Shareholders’ equity:
Common shares of beneficial interest, $.001 par value, 183,987,000 shares authorized, 115,017,633 (includes 1,249,909 in treasury) and 113,875,211 (includes 1,249,909 in treasury) shares issued and outstanding as of September 30, 2010 and December 31, 2009, respectively		115			114
Additional paid-in capital		2,543,049			2,509,704
Accumulated other comprehensive (loss) income		364			2,339
Distributions in excess of net income		(401,857	)		(337,911	)
Common shares in treasury, at cost, 1,249,909 shares as of September 30, 2010 and December 31, 2009		(51,951	)		(51,951	)
Total shareholders’ equity		2,089,720			2,122,295
Noncontrolling interest — operating partnership
3,943,224 and 4,011,354 common units outstanding as of September 30, 2010 and December 31, 2009, respectively		68,629			72,294
9,740,000 preferred units outstanding as of September 30, 2010 and December 31, 2009		287,959			287,959
Noncontrolling interest — consolidated joint ventures		668			621
Total equity		2,446,976			2,483,169
Total liabilities & equity	$	5,086,039		$	5,228,943