Brandywine Realty Trust Announces:.

Business Editors

PLYMOUTH MEETING, Pa.--(BUSINESS WIRE)--Dec. 29, 2003

Brandywine Realty Trust (NYSE: BDN):

-- Conversion and Redemption of 8.75% Series B Senior Cumulative

Convertible Preferred Shares 

-- Offering of 7.50% Cumulative Redeemable Preferred Shares

Brandywine Realty Trust (NYSE: BDN) announced today that Five Arrows Realty Securities III L.L.C. ("Five Arrows") has converted 1,093,750 of its 8.75% Series B Senior Cumulative Convertible Preferred Shares (the "Conversion Shares") into 1,093,750 Common Shares of Beneficial Interest in Brandywine Realty Trust (the "Company"). The Conversion Shares represent 25% of the total 8.75% Series B Senior Cumulative Convertible Shares ("Series B Shares") owned by Five Arrows. The remaining 75% of the Series B Shares owned by Five Arrows are being redeemed by the Company for approximately $90,234,000 ($27.50 per share) plus accrued and unpaid distributions. In addition, the Company is purchasing warrants held by Five Arrows entitling them to purchase up to 250,000 Common Shares at a strike price of $24.00 for $1,187,500. Upon completion of this transaction, Five Arrows will own Common Shares representing approximately 2.67% of the total Common Shares outstanding and warrants entitling them to purchase up to 250,000 Common Shares at a strike price of $24.00.

The Company also announced today that it has agreed to sell 2,000,000 shares of its 7.50% Series C Preferred Cumulative Redeemable Shares of Beneficial Interest to Bear, Stearns & Co. Inc. Each of the Series C Preferred Shares will have a liquidation preference of $25.00 per share.

The net proceeds from this offering will be used, along with borrowings under our unsecured line of credit, to fund the redemption of the 8.75% Series B Senior Cumulative Convertible Preferred Shares and the purchase of the warrants.

Gerard H. Sweeney, President and CEO, Brandywine Realty Trust, stated, "This transaction represents another significant step in our balance sheet management program. The conversion and redemption of these securities strengthens our equity base and positions the Company for additional growth opportunities. We have been delighted with our relationship with Five Arrows and look forward to its continuation in their new capacity as a common equity holder."

In accordance with Emerging Issues Task Force Topic D-42, the Company will incur a charge to its Earnings Per Common Share (EPS) and to its Funds From Operations Per Common Share (FFO) for the difference between the consideration given to Five Arrows and the book value of the Series B Shares and the warrants. This charge totaling approximately $21 million, or $0.42 per share, on a fully diluted basis will be recognized in the fourth quarter of 2003, and thus will reduce our previously issued guidance.

The Company continues to affirm its 2004 earnings guidance from its October 23, 2003 press release and continues to expect full year 2004 EPS of $1.18 to $1.31 and FFO to be $2.60 to $2.70 per share. The Company also continues to affirm its guidance for the first quarter of 2004 of EPS of $0.25 to $0.27 and FFO of $0.61 to $0.63 per share. The Company's 2004 guidance incorporates the key and variable assumptions stated in the aforementioned October 23, 2003 press release and in addition incorporates the earnings impact of these transactions.

The Series C Preferred Shares of beneficial interest associated with this offering have been offered under the Company's existing shelf registration statements filed with the Securities and Exchange Commission. The offering of these securities is being made only by means of a prospectus supplement and related prospectus, which was filed with the Securities and Exchange Commission. Copies of the prospectus supplement and related prospectus may be obtained from Bear, Stearns & Co. Inc.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation, sale would be unlawful prior to registration or qualification under the securities laws of any state.

About Brandywine Realty Trust

Brandywine Realty Trust, with headquarters in Plymouth Meeting, PA and regional offices in Mt. Laurel, NJ and Richmond, VA is one of the Mid-Atlantic region's largest full service real estate companies. Brandywine owns, manages or has an ownership interest in 281 office and industrial properties, aggregating 20.3 million square feet.

For more information, visit Brandywine's website at: www.brandywinerealty.com.

Non-GAAP Supplemental Financial Measures

Funds from Operations (FFO)

FFO is a widely recognized measure of REIT performance. Although FFO is a non-GAAP financial measure, the Company believes that information regarding FFO is helpful to shareholders and potential investors. The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company. NAREIT defines FFO as net income (loss) before minority interest of unitholders (preferred and common) and excluding gains (losses) on sales of depreciable operating property and extraordinary items (computed in accordance with GAAP); plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after adjustment for unconsolidated joint ventures. The GAAP measure that the Company believes to be most directly comparable to FFO, net income, includes depreciation and amortization expenses, gains or losses on property sales and minority interest. In computing FFO, the Company eliminates substantially all of these items because, in the Company's view, they are not indicative of the results from the Company's property operations. To facilitate a clear understanding of the Company's historical operating results, FFO should be examined in conjunction with net income (determined in accordance with GAAP) as presented in the financial statements included elsewhere in this release. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income (loss) (determined in accordance with GAAP) as an indication of the Company's financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company's liquidity, nor is it indicative of funds available for the Company's cash needs, including its ability to make cash distributions to shareholders.

Note: Certain statements in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements or transactions of the Company and its affiliates or industry results to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors relate to, among others, the Company's ability to lease vacant space and to renew or relet space under expiring leases at expected levels, the potential loss of major tenants, interest rate levels, the availability and terms of debt and equity financing, competition with other real estate companies for tenants and acquisitions, risks of real estate acquisitions, dispositions and developments, including cost overruns and construction delays, unanticipated operating costs and the effects of general and local economic and real estate conditions. Additional information or factors which could impact the Company and the forward-looking statements contained herein are included 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.