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View Annual Report ANNUAL2017 REPORT Quality. Integrity. Innovation. Community. THERE WERE OPPORTUNITIES, AND FMC Tower at Cira Centre South IN 2017, BRANDYWINE REALTY TRUST RELOCATED ITS HEADQUARTERS FROM SUBURBAN PHILADELPHIA TO THE FMC TOWER AT CIRA CENTRE SOUTH. It was a move Philadelphia Mayor Jim Kenney called “another clear demonstration of Brandywine’s commitment to the city.” A move that, to those who have been watching the transformation of this NAIOP Developer of the Year award-winning company, seemed all but inevitable. With projects like the historic renovation of Philadelphia’s 30th Street Post Office, the groundbreaking Cira Centre in its past, and the $3.5 billion Schuylkill Yards in its future, Brandywine’s new location assures the ideal perspective. But Brandywine was doing far more than changing addresses in 2017. An acceleration of the remarkable repositioning of the company’s portfolio was put into play as the year began—with dramatic results. Executing on $430 million in dispositions, Brandywine grew earnings, expanded cash flow, strengthened its balance sheet, and laid the groundwork for dramatic value creating new developments and acquisitions. All three of Brandywine’s core markets—Philadelphia, Austin, and Greater Washington D.C.—contributed to this success. So did a strategic emphasis on accelerating pre-leasing to solidify the operating platform, successfully managing the company’s early tenant renewal program, and leveraging favorable market conditions. But most of the time, the story, simply, was this: every day in 2017, Brandywine executed on an aggressive and thoughtful business plan. THERE WERE IDEAS, AND BRANDYWINE BUILT THEM. Rendering of 405 Colorado, Austin, TX and rendering of Drexel Square (now under construction) at located in Schuylkill Yards, Philadelphia, PA. ON NOVEMBER 8, 2017, BRANDYWINE BROKE GROUND ON SCHUYLKILL YARDS, THE FIRST PHASE OF A $3.5 BILLION, MULTI-YEAR PROJECT THAT WILL REDEFINE WEST PHILADELPHIA AND UNIVERSITY CITY. It was an extraordinary day for us as a company—a moment that marked the culmination of years of relationship building, planning, and civic engagement. But what was perhaps even more remarkable about that first day at Schuylkill Yards, is that it was only one of a number of important undertakings of the year. Our desire is to create shareholder value, and deliver exceptional new products in our core markets—and to do the vast majority of that building only after the projects were significantly preleased. At our Broadmoor campus in Austin, TX, we are proceeding with the planning of what is now being called Austin’s second downtown—a 6-million-square-foot transit-oriented mixed-use community. We continued, at the same time, to create new workplace environments at Four Points Centre, a corporate complex in northwest Austin. At the Knights Crossing campus in Camden, NJ, we began work on our second Subaru of America building while, in suburban Philadelphia, we delivered 933 First Avenue, a 111,000 pre-leased, build-to-suit development in King of Prussia. We made room for all this new development by completing an aggressive repositioning program. We began the year targeting $100 million in sales. By year’s end, through the sale of properties located in non-core markets, Below, clockwise: Rendering of Knights our dispositions totaled $430 million. Crossing and the recently-developed Today, our portfolio is not just poised for future growth; it’s netting second Subaru of extraordinary results. In Philadelphia, for example, the office and retail America building in Camden, NJ; components in our 1919 Market Street JV with CalSTRS and LCOR are 100% rendering of 4040 leased; the apartments are 96% leased; and the 215-car garage averages Wilson, Arlington, 90% occupation. FMC Tower at Cira Centre South, which didn’t open fully for VA; photo of the construction site business until mid-2017, is already 100% leased on the office component. for 4040 Wilson. Smart choices in opportune markets have left us with a balance sheet that affords both financial stability and capacity. We improved cash same-store operating income by 7.8%. We continued on our path to grow net-effective rents which improved 7% in 2017. We also lowered our leasing capital cost to less than 9% of rents and increased our average lease term to over 7 years. Meanwhile, we kept doing right by the environment, achieving LEED Gold for both the core and shell of 933 First Avenue and FMC Tower at Cira Centre South. With nearly 80% of our buildings receiving Energy Star labels, we have also achieved GRESB’s “Green Star Award,” ranking us 5th highest in the office REIT survey. We also received a ULI Philadelphia Award of Excellence for FMC Tower at Cira Centre South. Looking ahead to 2018, we will remain focused on staying ahead of the leasing curve, harvesting significant value creation, prefunding our development pipeline, and further deleveraging both directly and through joint venture debt management. We now have a clear path to our near-term EBITDA target of 6.0x. Our November 2017 bond issuance left us with minimal debt maturities until 2020, and an average cost of debt of 4.0%. Our development and improved portfolio led to sector lending cash flow growth allowing us to increase the dividend to our shareholders by 12.5%, or $0.08/share annually. Left page: The newly- developed 933 First Avenue, King of Prussia, PA; rendering of Schuylkill Yards, Philadelphia, PA. Right page: Broadmoor campus, Austin, TX TODAY, OUR PORTFOLIO IS NOT JUUST POISED FOR GROWTH; IT’S NEETTING We have a tremendous sense of community at Brandywine and I’m proud of our employees, board members and partners who strive for quality, integrity and innovation every day. IT’S AN EXCELLENT TIME TO BE DOING THE WORK WE LOVE TO DO. WE’RE GRATEFUL TO BE IN CONVERSATION WITH YOU AS WE CONTINUE PRESSING FORWARD. Sincerely, Gerard H. Sweeney President and Chief Executive Officer March 28, 2018 SENIOR OFFICERS Gerard H. Sweeney* President and Chief Executive Officer Thomas E. Wirth* William D. Redd* George S. Hasenecz Executive Vice President and Executive Vice President and Senior Vice President Chief Financial Officer Senior Managing Director Investments Metro D.C. and Austin H. Jeffrey DeVuono* Jennifer Matthews Rice* Regions Executive Vice President and Senior Vice President Senior Managing Director George D. Johnstone* and General Counsel Pennsylvania Region Executive Vice President * Executive Officer per Operations and Asset Securities and Exchange Management Commission rules OTHER KEY EXECUTIVES AnnaMay Abbott Janet Davis Regina Sitler Vice President Senior Vice President Vice President Human Resources, Leasing and Business Portfolio Management Diversity & Inclusion Development Suzanne Stumpf Metro D.C. Region Brian Berson Vice President Vice President Daniel Palazzo* Asset Management Development Vice President Metro D.C. & Austin Regions Chief Accounting Officer Ralph Bistline Kathleen P. and Treasurer Senior Vice President Sweeney-Pogwist Leasing and Business Joseph F. Ritchie Senior Vice President Development Vice President Leasing Austin Region Development Pennsylvania Region Paul J. Commito Stephen P. Rush Jeffrey R. Weinstein Senior Vice President Vice President Vice President of Development Leasing Construction Philadelphia CBD Michael J. Cooper Anthony V. Ziccardi Senior Vice President and H. Leon Shadowen, Jr. Vice President Senior Managing Director Vice President Suburban Development Metro D.C. Region New Business Development Austin Region UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-9106 (Brandywine Realty Trust) 000-24407 (Brandywine Operating Partnership, L.P.) Brandywine Realty Trust Brandywine Operating Partnership, L.P. (Exact name of registrant as specified in its charter) MARYLAND (Brandywine Realty Trust) 23-2413352 DELAWARE (Brandywine Operating Partnership L.P.) 23-2862640 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2929 Walnut Street Suite 1700 Philadelphia, Pennsylvania 19104 (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code (610) 325-5600 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, New York Stock Exchange par value $0.01 per share (Brandywine Realty Trust) Securities registered pursuant to Section 12(g) of the Act: Units of General Partnership Interest (Brandywine Operating Partnership, L.P.) (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Brandywine Realty Trust Yes No Brandywine Operating Partnership, L.P. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Brandywine Realty Trust Yes No Brandywine Operating Partnership, L.P. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Brandywine Realty Trust Yes No Brandywine Operating Partnership, L.P. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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