LIBERTY PROPERTY TRUST (Form: 10-K, Received: 02/28/2014 15:03:53)

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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, 2013




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)		23-7768996
PENNSYLVANIA (Liberty Property Limited Partnership)		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:





		NAME OF EACH EXCHANGE
TITLE OF EACH CLASS		ON WHICH REGISTERED

Common Shares of Beneficial Interest,
$0.001 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.

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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 registrant was required to submit and post such files.) þ

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, a non-accelerated filer or a smaller reporting company. (See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act). (Check one):

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

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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 $4.4 billion, based upon the closing price of $36.96 on the New York Stock Exchange composite tape on June 28, 2013. 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 person is an "affiliate" for purposes of the federal securities laws.

Number of Common Shares outstanding as of February 25, 2014 : 147,049,789

Documents Incorporated by Reference

Portions of the proxy statement for the annual meeting of shareholders of Liberty Property Trust to be held in May 2014 are incorporated by reference into Part III of this Form 10-K.

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EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the period ended December 31, 2013 of Liberty Property Trust and Liberty Property Limited Partnership. Unless stated otherwise or the context otherwise requires, references to the "Trust,” mean Liberty Property Trust and its consolidated subsidiaries; and references to the “Operating Partnership” mean Liberty Property Limited Partnership and its consolidated subsidiaries. The terms the “Company,” “we,” “our” and “us” mean the Trust and the Operating Partnership, collectively.

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, the Operating Partnership, a Pennsylvania limited partnership.

The Trust is the sole general partner and also a limited partner of the Operating Partnership, owning 97.6% of the common equity of the Operating Partnership at December 31, 2013 . 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 Company previously issued several series of Cumulative Redeemable Preferred Units of the Operating Partnership (the “Preferred Units"). The outstanding Preferred Units of each series were exchangeable on a one-for-one basis after stated dates into a corresponding series of Cumulative Redeemable Preferred Shares of the Trust except for the Series I-2 Preferred Units, which are not convertible or exchangeable into any other securities. The Preferred Units, except for the Series I-2 Preferred Units, were redeemed during the years ended December 31, 2013 and 2012. The ownership of the holders of Common and Preferred Units is reflected in the Trust's financial statements as “noncontrolling interest-operating partnership” both in mezzanine equity and as a component of total equity. The ownership of the holders of Common and Preferred Units not owned by the Trust is reflected in the Operating Partnership's financial statements as “limited partners' equity” both in mezzanine equity and as a component of total owners' equity.

The financial results of the Operating Partnership are consolidated into the financial statements of the Trust. The Trust has no significant assets other than its investment in the Operating Partnership. The Trust and the Operating Partnership are managed and operated as one entity. The Trust and the Operating Partnership have the same managers.

The Trust's sole business purpose is to act as the general partner of the Operating Partnership. Net proceeds from equity issuances by the Trust are contributed to the Operating Partnership in exchange for partnership units. The Trust itself does not issue any indebtedness, but guarantees certain of the unsecured debt of the Operating Partnership.

We believe combining the annual reports on Form 10-K of the Trust and the Operating Partnership into this single report results in the following benefits:


•	enhances investors' understanding of the Trust and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;


•	eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the Company's disclosure applies to both the Trust and the Operating Partnership; and


•	creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

To help investors understand the significant differences between the Trust and the Operating Partnership, this report presents the following separate sections for each of the Trust and the Operating Partnership:


•	consolidated financial statements;


•	the following notes to the consolidated financial statements;


◦	Income per Common Share of the Trust and Income per Common Unit of the Operating Partnership; and


◦	Shareholders' Equity of the Trust and Owners' Equity of the Operating Partnership.

This report also includes separate Item 9A. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the Trust and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Trust and Operating Partnership are compliant with Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended.

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INDEX



Index		Page

PART I.

Item 1.	Business	5

Item 1A.	Risk Factors	10

Item 1B.	Unresolved Staff Comments	17

Item 2.	Properties	18

Item 3.	Legal Proceedings	23

Item 4.	Mine Safety Disclosures	23

PART II

Item 5.	Market for Registrants' Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	24

Item 6.	Selected Financial Data	26

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 8.	Financial Statements and Supplementary Data	44

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	121

Item 9A.	Controls and Procedures	121

Item 9B.	Other Information	121

PART III

Item 10.	Trustees, Executive Officers and Corporate Governance	122

Item 11.	Executive Compensation	122

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	122

Item 13.	Certain Relationships and Related Transactions, and Trustee Independence	122

Item 14.	Principal Accountant Fees and Services	122

PART IV

Item 15.	Exhibits and Financial Statement Schedules	122

Signatures for Liberty Property Trust		133

Signatures for Liberty Property Limited Partnership		134

Exhibit Index		135

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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, business and property development activities, joint venture relationships, acquisitions and dispositions (including related pro forma financial information), future capital expenditures, financing sources and availability, litigation and the effects of regulation (including environmental regulation) and competition. These forward-looking statements generally are accompanied by words such as “believes,” “anticipates,” “expects,” “estimates,” “should,” “seeks,” “intends,” “planned,” “outlook” and “goal” or similar expressions. 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 the integration of the operations of entities that we have acquired or may acquire, 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 real estate investment trust (“REIT”) and the adverse consequences of the failure to qualify as a REIT, risks relating to litigation 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.”

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PART I

ITEM 1. BUSINESS

The Company

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 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, 2013 , the Company owned and operated 489 industrial and 223 office properties (the "Wholly Owned Properties in Operation") totaling 89.5 million square feet. In addition, as of December 31, 2013 , the Company owned 16 properties under development, which when completed are expected to comprise 5.0 million square feet (the "Wholly Owned Properties under Development") and 1,315 acres of developable land, substantially all of which is zoned for commercial use. Additionally, as of December 31, 2013 , the Company had an ownership interest, through unconsolidated joint ventures, in 45 industrial and 34 office properties totaling 13.5 million square feet (the "JV Properties in Operation" and, together with the Wholly Owned Properties in Operation, the "Properties in Operation"), one property under development, which when completed is expected to comprise 203,000 square feet (the "JV Property under Development" and, collectively with the Wholly Owned Properties under Development, the "Properties under Development" and, collectively with the Properties in Operation, the "Properties"), and 518 acres of developable land, substantially all of which is zoned for commercial use.

The Company provides leasing, property management, development and other tenant-related services for the Properties. The 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 Properties are located in prime business locations within established business communities. In addition, the Company, directly or through joint ventures, owns urban office properties in Philadelphia and Washington, D.C. The Company’s strategy with respect to product and market selection is expected to favor industrial properties nationally and metro-office properties in markets with favorable demographic and employment trends as well as certain urban characteristics such as population density and transportation access.

The Trust is the sole general partner and also a limited partner of the Operating Partnership, owning 97.6% of the common equity of the Operating Partnership at December 31, 2013 . 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"). As of December 31, 2013 , the Common Units held by the limited partners were exchangeable for 3.6 million Common Shares. The Company previously issued several series of Cumulative Redeemable Preferred Units of the Operating Partnership (the "Preferred Units"). The outstanding Preferred Units of each series were exchangeable on a one-for-one basis after stated dates into a corresponding series of Cumulative Redeemable Preferred Shares of the Trust except for the Series I-2 Preferred Units, which are not convertible or exchangeable into any other securities. The Preferred Units, except for the Series I-2 Preferred Units, were redeemed during the years ended December 31, 2012 and 2013. The ownership of the holders of Common and Preferred Units is reflected on the Trust's financial statements as “noncontrolling interest- operating partnership” both in mezzanine equity and as a component of total equity. The ownership of the holders of Common and Preferred Units not owned by the Trust is reflected on the Operating Partnership's financial statements as “limited partners' equity” both in mezzanine equity and as a component of total owners' equity.

In addition to this Annual Report on Form 10-K, the Company files with or furnishes to the SEC periodic and current reports, proxy statements and other information. 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. Any document the Company files with or furnishes to the SEC is available to read and copy at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Further information about the public reference facilities is available by calling the SEC at (800) SEC-0330. These documents also may be accessed on the SEC's website, http://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 intends to satisfy the disclosure requirement under Item 5.05 of

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Form 8-K regarding any amendments to or waivers of the Code of Conduct by posting the required information in the Corporate Governance section of its website.

Management and Employees

As of February 26, 2014 , the Company's 453 employees operated under the direction of 18 senior executives, who have been affiliated with the Company and the Predecessor for an average of 21 years. The Company and the Predecessor have developed and managed commercial real estate for the past 41 years. The Company maintains an in-house leasing and property management staff which the Company believes enables it 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. In certain circumstances the Company also engages and directs the activities of third party property managers and leasing agents.

Segments and Markets

At December 31, 2013 , the Company's reportable segments were based on the Company's method of internal reporting and are as follows:

Industrial:


•	Lehigh/Central PA;


•	Chicago/Milwaukee;


•	Houston;


•	Carolinas;


•	Other.

The Industrial-Other category includes: Orlando; New Jersey; Maryland; Cincinnati, Columbus and Indianapolis; Dallas; Atlanta; Southern California.

Industrial/Office:


•	Minnesota;


•	South Florida;


•	Richmond/Hampton Roads;


•	Arizona;


•	United Kingdom;


•	Other.

The Industrial/Office-Other category includes: Jacksonville; Tampa; Seattle/Puget Sound, Boston, Delaware and Memphis; Northern Virginia.

Office:


•	Philadelphia;


•	Southeastern PA;


•	Washington D.C.

Business Objective and Strategies for Growth

The Company's business objective is to maximize long-term profitability for its shareholders by operating as a leader in commercial real estate through the ownership, management, development and acquisition of superior industrial and office properties. The Company intends to achieve this objective through offering industrial and/or office 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 tenant experience. The Company seeks to be an industry leader in sustainable development and to operate an energy-efficient portfolio. 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 high quality provider of three products (industrial-distribution, industrial-flex and office). The Company's strategy with respect to product and market selection is expected generally to favor industrial and metro-office properties

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and markets with strong demographic and economic fundamentals. However, consistent with the Company's strategy and market opportunities, the Company may pursue industrial and office products other than those noted above.

Markets

The Company owns and operates industrial properties nationally and owns and operates office properties primarily in Metro Philadelphia, Washington, D.C. and certain sunbelt cities. 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 industrial and/or office properties. In some markets it may offer only one of its product types. Generally, the Company seeks to have a presence in each market sufficient for the Company to compete effectively in that market. Given the Company's desire to operate industrial properties on a national platform and based on analysis of its present markets the Company intends to operate a portfolio that derives approximately two-thirds of its net operating income from industrial properties and one-third from office properties. As of December 31, 2013, adjusting to remove the second tranche of the Portfolio Sale which closed on January 30, 2014 (see below), approximately 60% of the Company's net operating income came from industrial properties and 40% from office properties. The Company's efforts emphasize efficiencies of scale through asset aggregation and controlled environments. The Company gathers information from internal sources and independent third parties and analyzes this information to support its evaluation of current and new markets and market conditions.

Organizational Plan

The Company seeks to maintain a management organization that 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 effective real estate company through recruiting, training and retaining capable people. The structure is designed to support a local entrepreneurial platform operating within a value-added corporate structure. The Company seeks to provide management and all employees with technology tools to enhance competitive advantage and more effectively execute on strategic and operational goals.

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 and maintain the long-term value of the Properties in Operation.

Customer Service

The Company seeks to achieve high tenant retention through a comprehensive customer service program, which is designed to provide an exceptional and positive tenant 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 tenant satisfaction.

High Performance Buildings

The Company is committed to the sustainable design, development and operation of its portfolio. The Company strives to create work environments that limit resource consumption, improve building performance and promote human health and productivity. The Company believes that high performance buildings and environmentally responsible business practices are not only good for the environment, but that they also create value for the Company's tenants and shareholders.

The Company has set as a goal (1) to be an industry leader in sustainable real estate and high performance buildings; (2) to demonstrate improved performance year over year in resource consumption; and (3) to integrate sustainable business practices into our core business operations and decision making process.

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The Company's efforts have included research and development, tenant education and outreach and education and accreditation for its development, property management and leasing staff.

The Company has utilized the U.S. Green Building Council's LEED rating system and the U.S. Department of Energy's Energy Star system for its evaluation of sustainability. To date the Company has completed or has under construction 69 LEED buildings and has completed three buildings in the United Kingdom under the international BREEAM standards. The Company has certified over 110 ENERGY STAR buildings and has achieved a significant reduction of energy usage in the Properties in Operation.

External Growth Strategies

The Company seeks to enhance its long-term profitability through the development, acquisition and disposition of properties either directly or through joint ventures. The Company also considers acquisitions of real estate operating companies.

Wholly Owned Properties

Development

The Company's development investment strategy focuses primarily on the development of high-quality industrial and office properties within its existing markets, including the markets recently entered as a result of the Cabot Acquisition (described below). When the Company's marketing efforts identify opportunities, the Company will consider pursuing such opportunities outside of the Company's established markets. The Company and its Predecessor have developed over 67 million square feet of commercial real estate during the past 41 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, 2013 , the Company completed four build-to-suit projects and three inventory projects totaling 2.9 million square feet and representing an aggregate Total Investment of $280.7 million. As of December 31, 2013 , these completed development properties were 44.3% leased.

As of December 31, 2013 , the Company had 16 Wholly Owned Properties under Development, which are expected to comprise, upon completion, 5.0 million square feet and are expected to represent a Total Investment of $380.8 million . These Wholly Owned Properties under Development were 72.1% pre-leased as of December 31, 2013 . The scheduled deliveries of the 5.0 million square feet of Wholly Owned 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, 2013		INVESTMENT
1st Quarter, 2014	502	—	—	502	77.8	%	$	30,511
2nd Quarter, 2014	227	—	—	227	100.0	%	12,828
3rd Quarter, 2014	2,638	—	201	2,839	100.0	%	195,985
1st Quarter, 2015	534	—	80	614	21.5	%	62,213
2nd Quarter, 2015	644	—	—	644	—	%	48,435
4th Quarter, 2015	—	—	154	154	—	%	30,788
TOTAL	4,545	—	435	4,980	72.1	%	$	380,760

“Total Investment” for a property is defined as the property's purchase price plus closing costs (in the case of acquisitions if vacant) and management's estimate, as determined at the time of acquisition, of the cost of necessary building improvements and lease transaction costs in the case of acquisitions, or land costs and land improvement, building improvement and lease transaction costs in the case of development projects, and, where appropriate, other development costs and carrying costs.

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, 2013 , the Company owned 1,315 acres of land held for development, substantially all of which is 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 estimates that its land holdings would support, as and when developed, approximately 13.1 million square feet of property. The Company's investment in land held for development as of December 31, 2013 was $233.1 million .

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Through a development agreement with Philadelphia Industrial Development Corporation, the Company has development rights for 143 acres of land located at the Navy Yard in Philadelphia. The Company estimates that these 143 acres would support, as and when developed, approximately 2.3 million square feet of property.

Through a development agreement with Kent County Council, the Company develops commercial buildings at Kings Hill, a 650 -acre mixed use development site in the County of Kent, England. The Company also is the project manager for the installation of infrastructure on the site and receives a portion of the proceeds from the sale of land parcels to home builders. The site has planning consent for 2.0 million square feet of commercial space and 2,851 homes, of which approximately 825,000 square feet of commercial space has been built and 2,632 homes have been sold as of December 31, 2013 .

Acquisitions/Dispositions

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

On October 8, 2013, the Company completed the acquisition (the "Cabot Acquisition") of 100% of the outstanding general partnership and limited partnership interests of the Cabot Industrial Value Fund III Operating Partnership, L.P. ("Cabot"). Pursuant to the Cabot Acquisition, the Company acquired a 100% ownership interest in 177 industrial assets totaling approximately 23.0 million square feet at a purchase price of $1.469 billion. These assets are located in 24 markets.

The Company disposes of properties and land held for development that no longer fit within the Company's strategic plan, or with respect to which the Company believes it can optimize cash proceeds. On November 7, 2013, the Company entered into an Agreement of Sale and Purchase pursuant to which the Company agreed to sell a real estate portfolio which included the Company’s Jacksonville, Florida portfolio in its entirety, all of the office properties in Maryland, Southern New Jersey and the Fort Washington suburb of Philadelphia and flex properties in Minnesota for proceeds of $697.3 million (the "Portfolio Sale"). The properties consisted of 97 buildings containing an aggregate of 6.6 million square feet. On December 24, 2013, the Company closed on the first of two planned settlements under this agreement. The proceeds from the first settlement were $367.7 million and included 49 properties totaling 4.0 million square feet of space and 140 acres of land. The second settlement closed on January 30, 2014 and consisted of 48 properties containing an aggregate of 2.6 million square feet and 19 acres of land for proceeds of $329.6 million. In addition to the Portfolio Sale, during the year ended December 31, 2013 , the Company sold nine operating properties containing an aggregate of 1.1 million square feet, and 17 acres of land, for aggregate proceeds of $140.0 million.

Joint Venture Properties

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.

As of December 31, 2013 , the Company had investments in and advances to unconsolidated joint ventures totaling $179.7 million (see Note 7 to the Company's Consolidated Financial Statements).

Development

During the year ended December 31, 2013 , none of the unconsolidated joint ventures in which the Company held an interest completed any development projects.

As of December 31, 2013 , a joint venture in which the Company held a 25% interest had one property under development which is expected to comprise, upon completion, 203,000 square feet and is expected to represent a Total Investment of $11.8 million.

As of December 31, 2013 , unconsolidated joint ventures in which the Company held an interest owned 518 acres of land held for development and had an option for a leasehold interest in an additional 27 acres of land. Substantially all of the land held for development and the land related to the leasehold interest is zoned for commercial use. Substantially all of the land held for development and the land related to the leasehold interest 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 estimates that its joint venture land holdings and leasehold interest would support, as and when developed, approximately 6.5 million square feet of property.

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Acquisitions/Dispositions

During the year ended December 31, 2013 , none of the unconsolidated joint ventures in which the Company held an interest acquired any properties.

During the year ended December 31, 2013 , a joint venture in which the Company held a 20% interest sold one property, which contained 44,000 square feet, for proceeds of $9.6 million. During the year ended December 31, 2013 , a joint venture in which the Company held a 25% interest sold four properties, which contained 171,000 square feet, for aggregate proceeds of $31.5 million.

ITEM 1A. RISK FACTORS

The Company's results of operations and the ability to make distributions to our shareholders and service 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 in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.

Risks Related to Our Business

The Company's business is subject to the risks in this section.

Unfavorable events affecting our existing tenants and potential tenants, or negative market conditions that may affect our existing tenants and potential 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.

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

If a tenant is unable to pay rent due to us, we may be forced to evict the tenant, or engage in other remedies, which may be expensive and time consuming and may adversely affect our net income, shareholders' equity and cash distributions to shareholders.

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.

Recent weakness in the general economy continues to adversely affect our business and financial condition and has affected some of our existing tenants, and thus could continue to have an adverse impact on our cash flow from operations.

The recent weakness in the general economy that followed the economic dislocation that began in mid-2007 has negatively impacted the Company by reducing demand for our properties. This lack of demand has reduced our ability to achieve increases in rents as

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vacant spaces are leased, and in many cases has resulted in a decrease in rents as vacant spaces are leased. In addition, these economic conditions have had an adverse effect on many companies in numerous industries. We believe that some of our tenants have experienced and may be continuing to experience these adverse effects, thereby exacerbating the general leasing risks described in the Risk Factor immediately preceding this Risk Factor. While the general economy is recovering, the recovery has been weak. Should any of our tenants continue to experience a downturn in its business that weakens its financial condition, delays lease commencement or causes it to fail to make rental payments when due, become insolvent or declare bankruptcy, the result could be a termination of the tenant's lease and material losses to us. Our cash flow from operations and our ability to make expected distributions to our shareholders and service our indebtedness could, in such a case, be adversely affected.

We may face risks associated with our business strategy and the recent material acquisition and disposition transactions we have undertaken consistent with that strategy.

As previously reported, and as further summarized below in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” we undertook several significant transactions in 2013 consistent with our strategy to favor industrial and metro-office properties and markets with strong demographic and economic fundamentals, including the Cabot Acquisition and the Portfolio Sale.

While management believes that this strategy, and our completion of the Cabot Acquisition, the Portfolio Sale and the related equity and debt transactions will be in the best long-term interests of the Company and its shareholders, we cannot assure you that this strategy and the associated transactions will produce the intended benefit, or when, if ever, those intended benefits will be achieved. This strategy poses certain risks, including without limitation the following:


▪	for similar investment dollars, cash flow from industrial properties is generally less than cash flow generated from suburban office properties


▪	our expectation of increasing demand and increasing stability of value in the industrial sector and metro-office sector may not materialize


▪	the relative advantages in the ownership of industrial properties and metro-office properties as opposed to suburban office properties will be affected by variable and unpredictable macro-economic and global conditions that are outside of our control


▪	our identification of markets with strong demographic and economic fundamentals may prove erroneous, due to macro-economic and global conditions that are outside of our control


▪	the execution of our strategy may divert our management's attention away from other business concerns


▪	we cannot assure you that we will be able to complete the integration of the Cabot properties without encountering difficulties or that any such difficulties will not have a material adverse effect on us

Failure of our strategy and associated transactions to achieve the intended benefits could have a material adverse effect on our results of operations, financial condition and liquidity.

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

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increased expenses without simultaneously 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 when warranted by market conditions. 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


▪	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

We face risks associated with property acquisitions.

We acquire individual properties and portfolios of properties, in some cases through the acquisition of operating entities, and intend to continue to do so when circumstances warrant.

Our acquisition activities and their success are generally subject to the following risks, which risks can be exacerbated when we complete large acquisitions, such as the Cabot Acquisition:


▪	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 and operating entities, 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. 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.

Our 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

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▪	the market's opinion of REITs in general


▪	the market's opinion of REITs that own properties similar to 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 our portfolio of Properties declines. If the economic performance of our Properties 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 $500 million credit facility and $2.7 billion in unsecured notes issued in past public offerings, contain cross-default and/or cross-acceleration provisions, which means that a default on one obligation may constitute a default on other obligations.

Our credit facility and unsecured debt securities contain customary restrictions, requirements and 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 $500 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.

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 our existing 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 can 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.

From time to time, we enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under guidance included in ASC 815 “Derivatives and Hedging”. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.

Property ownership through joint ventures will limit our ability to act exclusively in our interests and may require us to depend on the financial performance of our co-venturers.

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-ventures are inconsistent with ours, we may not in every case be able to act exclusively in our interests.

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Additionally, our joint venture partners may experience financial difficulties or change their investment philosophies. This may impair their ability to meet their obligations to the joint venture, such as with respect to providing additional capital, if required. If such a circumstance presented itself we may be required to perform on their behalf, if possible, or suffer a loss of all or a portion of our investment in the joint venture.

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 our Properties promptly in response to economic or other conditions. In addition, provisions of the Internal Revenue Code of 1986, as amended (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 with carriers that are adequately capitalized. However, we cannot guarantee that the limits of our current policies will be sufficient in the event of a catastrophe to our Properties or that carriers will be able to honor their obligations. Our existing property and liability policies expire during 2014 . 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

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▪	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 investments 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.

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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 lead 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.

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 our Board of Trustees. This limitation could prevent the acquisition of control of the Company by a third party without the consent from our Board of Trustees.

We can issue preferred shares . Our Declaration of Trust authorizes our 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.

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.

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

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 factors such as 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. Our payment of future dividends will be at the discretion of our Board of Trustees and will depend on numerous factors including our cash flow, financial condition and capital requirements, annual distribution requirements under the REIT provisions of the Code, the general economic environment and such other factors as our Board of Trustees deems relevant, and we cannot assure you that our annual dividend rate will be maintained at its current level. We are currently distributing more in dividends than we receive in net cash provided by operating activities less customary tenant improvement and leasing transaction costs. Over time, increases in occupancy and rental rates could offset this shortfall. Should market opportunities allow us to accelerate our strategy relating to dispositions (i.e., sale of suburban office) without corresponding opportunities to reinvest those proceeds in the near term, this shortfall would increase. We will continually evaluate these circumstances opposite our distribution policies.

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.

Furthermore, changes in tax laws may affect the price of our securities. Pursuant to legislation newly enacted in 2013, the highest marginal ordinary income tax rate is 39.6% and the highest long-term capital gain rate is 20%; moreover, the Internal Revenue Service (“IRS”) issued final regulations in 2013 with respect to the Foreign Account Tax Compliance Act, adopting the effective dates for required withholding provided for in previous IRS guidance. In addition, beginning in 2013, the dividends paid by the Trust are also subject to the new Medicare tax on unearned income. That tax is a separate 3.8% tax payable on the net investment income of certain taxpayers, which includes income from business activities in which the taxpayer is not a material participant. It applies to married taxpayers filing jointly with a modified adjusted gross income of greater than $250,000, married taxpayers filing separately with a modified AGI greater than $125,000, and all other individuals with a modified AGI greater than $200,000.

The threshold amount for estates and trusts is the dollar amount at which the highest marginal income tax rate begins, $12,150 for the 2014 taxable year. While we do not expect that the new legislation and IRS regulations to have any significant impact on our operations and financial results, no assurance can be given that additional new tax laws will not adversely affect the value of our publicly traded securities.

We do not have a shareholder rights plan but are not precluded from adopting one.

Our shareholder rights plan expired in accordance with its terms on December 31, 2007. While we did not extend or renew the plan, we are not prohibited from adopting, without shareholder approval, a shareholder rights plan that may discourage any potential acquirer from acquiring more than a specific percentage of our outstanding Common Shares since, upon this type of acquisition without approval of our Board of Trustees, all other common shareholders would have the right to purchase a specified amount of Common Shares at a substantial discount from market price.

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.

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ITEM 2. PROPERTIES

The Wholly Owned Properties in Operation, as of December 31, 2013 , consisted of 489 industrial and 223 office properties. Single tenants occupy 239 Wholly Owned Properties in Operation. These tenants generally require a reduced level of service in connection with the operation or maintenance of these properties. The remaining 473 Wholly Owned Properties in Operation are multi-tenant properties for which the Company renders a range of building, operating and maintenance services.

As of December 31, 2013 , the industrial Wholly Owned Properties in Operation were 92.1% leased. The average building size for the industrial Wholly Owned Properties in Operation was approximately 149,000 square feet. As of December 31, 2013 , the office Wholly Owned Properties in Operation were 88.7% leased. The average building size for the office Wholly Owned Properties in Operation was approximately 75,000 square feet.

The JV Properties in Operation, as of December 31, 2013 , consisted of 45 industrial and 34 office properties. Single tenants occupy 24 JV Properties in Operation. These tenants generally require a reduced level of service in connection with the operation or maintenance of these properties. The remaining 55 JV Properties in Operation are multi-tenant properties for which the Company renders a range of building, operating and maintenance services.

As of December 31, 2013 , the industrial JV Properties in Operation were 94.8% leased. The average building size for the industrial JV Properties in Operation was approximately 208,000 square feet. As of December 31, 2013 , the office JV Properties in Operation were 86.5% leased. The average building size for the office JV Properties in Operation was approximately 121,000 square feet.

As of December 31, 2013 , the industrial Properties in Operation were 92.4% leased. The average building size for the industrial Properties in Operation was approximately 154,000 square feet. As of December 31, 2013 , the office Properties in Operation were 88.3% leased. The average building size for the office Properties in Operation was approximately 81,000 square feet.

A complete listing of the Wholly Owned Properties in Operation appears as Schedule III to the financial statements of the Company included in this Annual Report on Form 10-K. The table below sets forth certain information on the Company's Properties in Operation as of December 31, 2013 (in thousands, except percentages).

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		Type			Net Rent ⁽¹⁾		Straight Line Rent and Operating Expense Reimbursement ⁽²⁾		Square Feet	% Leased
Industrial -	Lehigh/Central PA	Industrial	—	Distribution	$	79,682	$	99,781	18,940	91.0	%
			—	Flex	2,323		3,144		336	100.0	%
		Office			1,343		2,375		121	96.3	%
		Total			83,348		105,300		19,397	91.2	%

	Chicago/Milwaukee	Industrial	—	Distribution	25,636		33,733		6,816	98.1	%
			—	Flex	299		502		94	86.8	%
		Office			—		—		—	—
		Total			25,935		34,235		6,910	98.0	%

	Houston	Industrial	—	Distribution	22,529		31,726		4,749	99.3	%
			—	Flex	8,196		11,313		1,210	88.4	%
		Office			—		—		—	—
		Total			30,725		43,039		5,959	97.1	%

	Carolinas	Industrial	—	Distribution	22,261		29,881		5,787	98.5	%
			—	Flex	1,483		1,863		263	100.0	%
		Office			—		—		—	—
		Total			23,744		31,744		6,050	98.6	%

	Other	Industrial	—	Distribution	50,784		67,111		14,140	91.2	%
			—	Flex	14,168		19,493		2,081	84.3	%
		Office			36,554		59,067		2,775	94.7	%
		Total			101,506		145,671		18,996	90.9	%

Industrial/Office -	Minnesota	Industrial	—	Distribution	5,575		8,289		1,320	89.5	%
			—	Flex	8,751		14,329		1,211	91.5	%
		Office			17,894		28,741		1,866	81.3	%
		Total			32,220		51,359		4,397	86.6	%

	South Florida	Industrial	—	Distribution	10,031		13,969		1,654	91.8	%
			—	Flex	2,991		4,205		388	87.1	%
		Office			18,335		31,272		1,235	92.1	%
		Total			31,357		49,446		3,277	91.3	%

	Richmond/Hampton Roads	Industrial	—	Distribution	14,258		17,647		4,020	89.3	%
			—	Flex	1,591		2,053		261	87.1	%
		Office			13,474		20,773		1,230	89.3	%
		Total			29,323		40,473		5,511	89.2	%

	Arizona	Industrial	—	Distribution	4,031		5,310		1,565	57.5	%
			—	Flex	302		415		47	100.0	%
		Office			19,273		24,469		1,202	96.5	%
		Total			23,606		30,194		2,814	74.8	%

	United Kingdom	Industrial	—	Distribution	11,644		11,644		1,381	100.0	%
			—	Flex	1,303		1,303		44	100.0	%
		Office			2,641		2,622		90	92.4	%
		Total			15,588		15,569		1,515	99.5	%

	Other	Industrial	—	Distribution	9,515		13,150		2,190	91.8	%
			—	Flex	13,846		19,420		1,758	89.2	%
		Office			16,685		25,787		1,217	94.1	%
		Total			40,046		58,357		5,165	91.4	%

Office -	Philadelphia	Industrial	—	Distribution	3,714		5,656		346	100.0	%
			—	Flex	3,254		4,161		204	100.0	%
		Office			17,181		23,808		589	97.9	%
		Total			24,149		33,625		1,139	98.9	%

	Southeastern PA	Industrial	—	Distribution	3,063		3,931		407	91.6	%
			—	Flex	15,298		22,843		1,611	91.1	%
		Office			76,583		118,530		5,944	84.1	%
		Total			94,944		145,304		7,962	85.9	%

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Washington D.C.	Industrial	—	Distribution	—		—		—	—
		—	Flex	—		—		—	—
	Office			11,628		18,887		437	84.0	%
	Total			11,628		18,887		437	84.0	%

TOTAL	Industrial	—	Distribution	262,723		341,828		63,315	92.5	%
		—	Flex	73,805		105,044		9,508	89.5	%
	Office			231,591		356,331		16,706	88.7	%
	Total			$	568,119	$	803,203	89,529	91.4	%


Joint Ventures ⁽³⁾	Industrial	—	Distribution	$	34,647	$	48,332	9,269	94.8	%
		—	Flex	2,754		2,660		108	95.6	%
	Office			90,431		129,989		4,114	86.5	%
	Total			$	127,832	$	180,981	13,491	92.3	%

(1)

Net rent represents the contractual rent per square foot multiplied by the tenant's square feet leased at December 31, 2013 for tenants in occupancy. As of December 31, 2013 , net rent per square foot for the Wholly Owned Properties in Operation was $6.94 and for the Joint Venture Properties in Operation was $10.27 . Net rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant at December 31, 2013 was within a free rent period its rent would equal zero for the purposes of this metric.

(2)

Straight line rent and operating expense reimbursement represents the straight line rent including operating expense recoveries per square foot multiplied by the tenant's square feet leased at December 31, 2013 for tenants in occupancy. As of December 31, 2013 , straight line rent and operating expense reimbursement per square foot for the Wholly Owned Properties in Operation was $9.81 and for the Joint Venture Properties in Operation was $14.43 .


(3)	Joint Ventures represent the 79 properties owned by unconsolidated joint ventures in which the Company has an interest.

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The expiring number of tenants, square feet and annual rent by year for the Properties in Operation as of December 31, 2013 are as follows (in thousands except number of tenants and % of annual rent):



	Industrial-Distribution						Industrial-Flex						Office						Total
	Number of Tenants	Square Feet	Annual ⁽¹⁾ Rent		% of Annual Rent		Number of Tenants	Square Feet	Annual ⁽¹⁾ Rent		% of Annual Rent		Number of Tenants	Square Feet	Annual ⁽¹⁾ Rent		% of Annual Rent		Number of Tenants	Square Feet	Annual ⁽¹⁾ Rent		% of Annual Rent

Wholly Owned Properties in Operation:
2014	126	7,691	$	29,577	10.2	%	111	1,166	$	9,120	11.1	%	207	1,672	$	24,354	9.2	%	444	10,529	$	63,051	9.9	%
2015	121	9,505	42,610		14.7	%	103	1,235	11,390		13.9	%	169	2,257	33,248		12.6	%	393	12,997	87,248		13.7	%
2016	121	9,583	47,027		16.3	%	102	1,621	14,502		17.7	%	146	1,858	32,066		12.1	%	369	13,062	93,595		14.7	%
2017	115	7,806	38,225		13.2	%	80	1,232	10,264		12.5	%	110	1,932	32,332		12.2	%	305	10,970	80,821		12.7	%
2018	102	8,865	46,859		16.2	%	58	912	8,563		10.4	%	100	1,706	28,711		10.9	%	260	11,483	84,133		13.2	%
2019	53	5,521	27,477		9.5	%	30	888	9,177		11.2	%	72	1,949	38,265		14.5	%	155	8,358	74,919		11.8	%
2020	28	4,236	23,145		8.0	%	19	476	6,388		7.8	%	36	925	18,004		6.8	%	83	5,637	47,537		7.5	%
2021	13	810	4,304		1.5	%	8	205	2,317		2.8	%	20	368	5,996		2.3	%	41	1,383	12,617		2.0	%
2022	12	1,053	5,724		2.0	%	11	355	3,503		4.3	%	13	424	7,536		2.8	%	36	1,832	16,763		2.6	%
2023	7	766	4,522		1.6	%	11	242	4,406		5.4	%	9	218	5,420		2.0	%	27	1,226	14,348		2.3	%
Thereafter	10	2,701	19,495		6.8	%	4	179	2,474		2.9	%	27	1,516	38,674		14.6	%	41	4,396	60,643		9.6	%
Total	708	58,537	$	288,965	100.0	%	537	8,511	$	82,104	100.0	%	909	14,825	$	264,606	100.0	%	2,154	81,873	$	635,675	100.0	%

Joint Venture Properties in Operation:
2014	8	550	$	2,808	7.1	%	2	25	$	747	25.0	%	37	532	$	13,050	12.1	%	47	1,107	$	16,605	11.0	%
2015	7	577	2,307		5.9	%	2	9	260		8.7	%	23	218	4,930		4.6	%	32	804	7,497		5.0	%
2016	15	1,427	6,208		15.8	%	1	37	1,056		35.3	%	27	413	10,113		9.3	%	43	1,877	17,377		11.5	%
2017	10	1,210	5,012		12.7	%	2	25	754		25.2	%	25	283	6,540		6.0	%	37	1,518	12,306		8.2	%
2018	14	1,698	7,745		19.7	%	1	7	175		5.8	%	22	131	4,237		3.9	%	37	1,836	12,157		8.1	%
2019	3	547	3,154		8.0	%	—	—	—		—	%	25	300	8,099		7.5	%	28	847	11,253		7.5	%
2020	3	837	3,535		9.0	%	—	—	—		—	%	8	135	2,651		2.4	%	11	972	6,186		4.1	%
2021	2	521	2,280		5.8	%	—	—	—		—	%	11	188	5,519		5.1	%	13	709	7,799		5.2	%
2022	4	804	3,340		8.5	%	—	—	—		—	%	9	127	3,800		3.5	%	13	931	7,140		4.7	%
2023	1	308	1,682		4.3	%	—	—	—		—	%	8	1,198	47,580		43.9	%	9	1,506	49,262		32.7	%
Thereafter	3	306	1,312		3.2	%	—	—	—		—	%	4	34	1,742		1.7	%	7	340	3,054		2.0	%
Total	70	8,785	$	39,383	100.0	%	8	103	$	2,992	100.0	%	199	3,559	$	108,261	100.0	%	277	12,447	$	150,636	100.0	%

(1) Annual rent represents the contractual rent per square foot multiplied by the tenants' square feet leased on the date of lease expiration for the tenants in occupancy on December 31, 2013 .

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The table below highlights, for the Properties in Operation, the Company's top ten industrial tenants and top ten office tenants as of December 31, 2013 . The table reflects, for the tenants in the JV Properties in Operation, the Company's ownership percentage of the respective joint venture.



	Percentage of
Top 10 Industrial Tenants	Annual Rent
Home Depot U.S.A., Inc.	1.5	%
Amazon.com	1.1	%
Kellogg USA, Inc.	1.1	%
Wakefern Food Corp.	0.9	%
CEVA Logistics U.S., Inc.	0.9	%
Flowers Foods, Inc.	0.8	%
Ozburn Hessey Logistics, L.L.C.	0.8	%
Kmart of Pennsylvania, LP	0.8	%
Federal Express Corporation	0.7	%
DSC Logistics, Inc.	0.6	%
	9.2	%

	Percentage of
Top 10 Office Tenants	Annual Rent
The Vanguard Group, Inc.	3.4	%
GlaxoSmithKline, LLC	1.9	%
United States of America	1.5	%
Comcast Corporation	1.5	%
United Healthcare Services, Inc.	1.3	%
Fidelity National Information Services	0.9	%
WellCare Health Plans, Inc.	0.8	%
The Urban Institute	0.8	%
The Pennsylvania Hospital	0.7	%
Yellow Book USA, Inc.	0.6	%
	13.4	%

The table below details the vacancy activity during the year ended December 31, 2013 :



	Year Ended
	December 31, 2013
	Square Feet
	Wholly Owned Properties in Operation			JV Properties in Operation			Properties in Operation
Vacancy Activity
Vacancy at January 1, 2013	5,062,507			1,386,608			6,449,115
Acquisitions	2,369,300			—			2,369,300
Completed development	1,637,285			—			1,637,285
Dispositions	(833,991		)	(49,068		)	(883,059		)
Expirations	17,842,834			2,959,839			20,802,673
Property structural changes/other	(37,616		)	(13,900		)	(51,516		)
Leasing activity	(18,384,773		)	(3,239,084		)	(21,623,857		)
Vacancy at December 31, 2013	7,655,546			1,044,395			8,699,941

Lease transaction costs per square foot (1)	$	3.27		$	2.95		$	3.22

(1) Transaction costs include tenant improvement and lease transaction costs.

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ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material litigation as of December 31, 2013 .

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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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. As of December 31, 2013, these shares were traded under the symbol "LRY." Commencing on February 28, 2014, these shares are traded under the symbol "LPT." 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.



	High	Low	Dividends Declared Per Common Share
2013
Fourth Quarter	$38.12	$32.12	$0.475
Third Quarter	40.33	33.76	0.475
Second Quarter	44.70	34.84	0.475
First Quarter	40.18	36.04	0.475
2012
Fourth Quarter	$37.46	$33.28	$0.475
Third Quarter	38.57	35.41	0.475
Second Quarter	37.03	33.84	0.475
First Quarter	35.72	30.91	0.475

As of February 26, 2014 , the Common Shares were held by 937 holders of record. Since its initial public offering in 1994, the Company has paid regular and uninterrupted quarterly dividends.

Although the Company currently expects that dividends at $0.475 per Common Share per quarter or a comparable rate 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 Code, the general economic environment and such other factors as the Board of Trustees deems relevant.

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The following line graph compares the cumulative total shareholder return on Common Shares for the period beginning December 31, 2008 and ended December 31, 2013 with the cumulative total return on the Standard and Poor's 500 Stock Index ("S&P 500") and the NAREIT Equity REIT Total Return Index ("NAREIT Index") over the same period. Total return values for the S&P 500, the NAREIT Index and the Company's Common Shares were calculated based on cumulative total return assuming the investment of $100 in the NAREIT Index, the S&P 500 and the Company's Common Shares on December 31, 2008 , and assuming reinvestment of dividends in all cases.

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ITEM 6. SELECTED FINANCIAL DATA

The following tables set forth Selected Financial Data for the Trust and the Operating Partnership as of and for the five years ended December 31, 2013 . 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.



Operating Data	YEAR ENDED DECEMBER 31,
(In thousands, except per share data)	2013			2012			2011			2010			2009
Total operating revenue	$645,930			$560,279			$533,699			$522,524			$508,503
Income from continuing operations	$97,755			$96,747			$104,645			$95,281			$(5,433)
Income from discontinued operations	$121,839			$51,004			$106,065			$58,094			$84,425
Net income	$219,594			$147,751			$210,710			$153,375			$78,992
Basic:
Income (loss) from continuing operations	$0.70			$0.75			$0.71			$0.62			$(0.23)
Income from discontinued operations	$0.91			$0.43			$0.89			$0.51			$0.75
Income per common share/unit	$1.61			$1.18			$1.60			$1.13			$0.52
Diluted:
Income (loss) from continuing operations	$0.70			$0.75			$0.70			$0.62			$(0.23)
Income from discontinued operations	$0.90			$0.42			$0.89			$0.50			$0.75
Income per common share/unit	$1.60			$1.17			$1.59			$1.12			$0.52
Dividends paid per common share	$1.90			$1.90			$1.90			$1.90			$1.90
Trust - weighted average number of shares outstanding - basic (1)	130,180			116,863			114,755			112,924			107,550
Trust - weighted average number of shares outstanding - diluted (2)	130,909			117,694			115,503			113,606			108,002
Operating Partnership - weighted average number of units outstanding - basic (1)	133,858			120,623			118,624			116,871			111,568
Operating Partnership - weighted average number of units outstanding - diluted (2)	134,587			121,454			119,372			117,553			112,020

Balance Sheet Data	DECEMBER 31,
(In thousands)	2013			2012			2011			2010			2009
Net real estate	$	5,668,775		$	4,316,307		$	3,928,908		$	3,673,255		$	3,702,450
Total assets	$	6,775,560		$	5,174,179		$	4,986,165		$	5,060,478		$	5,224,496
Total indebtedness	$	3,253,519		$	2,653,606		$	2,219,354		$	2,355,501		$	2,452,428
Liberty Property Trust shareholders' equity	$	3,035,844		$	2,091,012		$	2,103,594		$	2,082,186		$	2,122,295
Owners' equity (Liberty Property Limited Partnership)	$	3,096,179		$	2,217,820		$	2,459,756		$	2,438,552		$	2,483,169

Other Data	YEAR ENDED DECEMBER 31,
(Dollars in thousands)	2013			2012			2011			2010			2009
Net cash provided by operating activities	$	315,965		$	317,166		$	317,724		$	292,264		$	307,201
Net cash used in investing activities	$	(1,197,914	)	$	(312,669	)	$	(56,223	)	$	(103,461	)	$	(14,332	)
Net cash provided by (used in) financing activities	$	1,005,766		$	12,690		$	(351,513	)	$	(315,842	)	$	(74,033	)
Funds from operations available to common shareholders - diluted (3)	$	335,535		$	312,992		$	311,841		$	312,138		$	310,439
Total leaseable square footage of Wholly Owned Properties in Operation at end of period (in thousands)	89,528			67,181			65,202			65,241			64,384
Total leaseable square footage of JV Properties in Operation at end of period (in thousands)	13,491			14,161			14,164			14,422			13,786
Wholly Owned Properties in Operation at end of period	712			582			597			637			639
JV Properties in Operation at end of period	79			96			96			98			96
Wholly Owned Properties in Operation percentage leased at end of period	91		%	92		%	92		%	90		%	89		%
JV Properties in Operation percentage leased at end of period	92		%	90		%	89		%	83		%	88		%

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(1)	Basic weighted average number of shares includes vested Common Shares (Liberty Property Trust); Common Units (Liberty Property Limited Partnership) outstanding during the year.


(2)	Diluted weighted average number of shares includes the vested and unvested Common Shares (Liberty Property Trust); Common Units (Liberty Property Limited Partnership) outstanding during the year as well as the dilutive effect of outstanding options.

(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 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. Historically the Company included impairment charges in this computation. However, excluding impairment charges from the computation of Funds from operations is consistent with NAREIT's reaffirmation in November 2011 of its July 2000 guidance on NAREIT-defined Funds from Operations, which indicated that impairment write-downs of depreciable real estate should be excluded in the computation of Funds from operations. Accordingly, Funds from operations have been restated for prior periods. A reconciliation of Funds from operations to net income may be found in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.

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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Liberty Property Trust (the “Trust”) is a self-administered and self-managed Maryland real estate investment trust (“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, collectively with the Trust and their consolidated subsidiaries, the “Company”).

The Company owns and operates industrial properties nationally and owns and operates office properties primarily in metro Philadelphia, Washington, D.C. and certain sunbelt cities. Additionally, the Company owns certain assets in the United Kingdom.

As of December 31, 2013 , the Company owned and operated 489 industrial and 223 office properties (the “Wholly Owned Properties in Operation”) totaling 89.5 million square feet. In addition, as of December 31, 2013 , the Company owned 16 properties under development, which when completed are expected to comprise 5.0 million square feet (the “Wholly Owned Properties under Development”) and 1,315 acres of developable land, substantially all of which is zoned for commercial use. Additionally, as of December 31, 2013 , the Company had an ownership interest, through unconsolidated joint ventures, in 45 industrial and 34 office properties totaling 13.5 million square feet (the “JV Properties in Operation” and, together with the Wholly Owned Properties in Operation, the “Properties in Operation”), one property under development, which when completed is expected to comprise 203,000 square feet (the "JV Property under Development" and, collectively with the Wholly Owned Properties under Development, the "Properties under Development" and, collectively with the Properties in Operation, the "Properties") and 518 acres of developable land, substantially all of which is zoned for commercial use.

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 maximizing rental rates and controlling costs. 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 expects its strategy with respect to product and market selection to favor industrial and metro-office properties and markets with strong demographic and economic fundamentals. Given the Company's desire to operate industrial properties on a national platform and based on analysis of its present markets the Company intends to operate a portfolio that derives approximately two-thirds of its net operating income from industrial properties and one-third from office properties. As of December 31, 2013, adjusting to remove the second tranche of the Portfolio Sale discussed below which closed on January 30, 2014, approximately 60% of the Company's net operating income came from industrial properties and 40% came from office properties.

Consistent with its strategy, on October 8, 2013, the Company completed the acquisition of 100% of the outstanding general partnership and limited partnership interests of the Cabot Industrial Value Fund III Operating Partnership, L.P. ("Cabot"). The purchase price for the acquisition (the "Cabot Acquisition") was $1.469 billion, which was paid through the assumption of approximately $229.8 million of mortgage debt and the remainder in cash. The Company funded the cash portion of the acquisition consideration through a combination of proceeds from an August 2013 offering of common shares, proceeds from a September 2013 offering of senior notes and draws under its $500 million revolving credit facility. Pursuant to the purchase of Cabot, the Company acquired a 100% ownership interest in 177 industrial assets totaling approximately 23.0 million square feet at a purchase price of approximately $64 per square foot. These assets are located in 24 markets.

Also consistent with its strategy, on November 7, 2013, the Company entered into an Agreement of Sale and Purchase pursuant to which the Company agreed to sell a real estate portfolio which included the Company’s Jacksonville, Florida portfolio in its entirety, all of the office properties in Maryland, Southern New Jersey and the Fort Washington suburb of Philadelphia and flex properties in Minnesota for a purchase price of $697.3 million. The properties consisted of 97 buildings containing an aggregate of 6.6 million square feet. On December 24, 2013, the Company closed on the first of two planned settlements under this agreement. The proceeds from the first settlement were $367.7 million and included 49 properties containing approximately 4.0 million square feet of space and 140 acres of land. The remaining 48 properties containing an aggregate of 2.6 million square feet and 19 acres of land were sold for $329.6 million.

Due to long-term trends that the Company believes favor industrial properties and indicate potential erosion in value of suburban office properties, the Company has increased its investment in industrial and metro-office properties and decreased its investment in suburban office properties. The short-term implication of these activities is a decrease in net cash from operating activities, as rental income from industrial properties is less than that from office properties. The Company anticipates that over time it will realize the benefits of these activities, including increasing rental rates and lower lease transaction costs. In 2013, in the aggregate, the net cash provided by operating activities, less customary capital expenditures and leasing transaction costs, was less than

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dividend distributions primarily due to acquisition and one time financing costs relating to the Cabot Acquisition. The Company will continue to evaluate its dividend distribution policy in light of these circumstances.

The Company’s operating results depend primarily upon income from rental operations and are substantially influenced by rental demand for the Properties in Operation. During the year ended December 31, 2013, the Company operated in a national economic environment characterized by high unemployment, low growth in GDP and low interest rates. Although this low interest rate environment has created opportunity for the Company to borrow money at a low rate of interest, the economy is in a state of transition following the economic dislocation that began in mid-2007 and although the downward pressure on rents has lessened, the economy is still in a general state of recovery. During the year ended December 31, 2013 , the Company successfully leased 26.8 million square feet and attained occupancy of 91.4% for the Wholly Owned Properties in Operation and 92.3% for the JV Properties in Operation for a combined occupancy of 91.6% for the Properties in Operation as of that date. At December 31, 2012 , occupancy for the Wholly Owned Properties in Operation was 92.5% and for the JV Properties in Operation was 90.2% for a combined occupancy for the Properties in Operation of 92.1% . During the year ended December 31, 2013 , straight line rents on renewal and replacement leases were on average 1.0% lower than rents on expiring leases. The Company believes that average occupancy for its Properties in Operation will remain flat or increase by up to 1% for 2014 compared to 2013. Furthermore, the Company believes that straight line rents on renewal and replacement leases for 2014 will decrease by up to 5% as compared to rents on expiring leases.

WHOLLY OWNED CAPITAL ACTIVITY

Acquisitions

Pursuant to the Cabot acquisition, the Company acquired a 100% ownership interest in 177 industrial assets totaling approximately 23.0 million square feet for a purchase price of $1.469 billion. These assets are located in 24 markets.

In addition, during the year ended December 31, 2013 , the Company acquired three industrial properties and one office property for an aggregate purchase price of $201.1 million . These properties contain 1.6 million square feet of leaseable space. The Company's 2013 acquisition properties were 90.6% leased as of December 31, 2013 . The Company also acquired six parcels of land totaling 330 acres for $50.5 million. For 2014, the Company anticipates that wholly owned property acquisitions will range from $200 million to $400 million and believes that certain of the acquired properties will be either vacant or underleased. In addition for 2014, the Company anticipates that it will acquire land parcels in a range of $50 million to $100 million.

Dispositions

Disposition activity allows the Company to, among other things, (1) reduce its holdings in certain markets and product types within a market consistent with the Company's strategy; (2) lower the average age of the portfolio; (3) optimize the cash proceeds from the sale of certain assets; and (4) obtain funds for investment activities. During the year ended December 31, 2013 , the Company realized proceeds of $507.7 million from the sale of 58 operating properties representing 5.1 million square feet and 157 acres of land. These totals include the first settlement of the Portfolio Sale. For 2014, the Company anticipates that proceeds from wholly owned property dispositions will range from $500 million to $650 million. This total includes the second settlement of the Portfolio Sale.

Development

During the year ended December 31, 2013 , the Company brought into service seven Wholly Owned Properties under Development representing 2.9 million square feet and a Total Investment of $280.7 million and began construction on 13 Wholly Owned Properties under Development with a projected Total Investment of $350.2 million. As of December 31, 2013 , the Company had 16 Wholly Owned Properties under Development, which are expected to comprise, upon completion, 5.0 million square feet and are expected to represent a Total Investment of $380.8 million . These Wholly Owned Properties under Development were 72.1% pre-leased as of December 31, 2013 . In addition, pursuant to a 21,000 square foot lease that the Company has executed, the Company has agreed to start the development of a 75,000 square foot office building. The building is 27.6% leased and represents an anticipated Total Investment of $13.1 million. For 2014, the Company anticipates that wholly owned development deliveries will total between $250 million and $350 million and that during 2014 it will commence development on wholly owned properties with an expected aggregate Total Investment in a range from $400 million to $600 million.

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UNCONSOLIDATED JOINT VENTURE ACTIVITY

The Company periodically enters into unconsolidated joint venture relationships in connection with the execution of its real estate operating strategy.

Acquisitions/Dispositions

During the year ended December 31, 2013 , none of the unconsolidated joint ventures in which the Company held an interest acquired any properties.

Consistent with the Company's strategy, from time to time the Company may consider transferring assets to or purchasing assets from an unconsolidated joint venture in which the Company holds an interest.

In October 2012, Blythe Valley JV Sarl, a joint venture in which the Company held an interest, defaulted on its mortgage loan. The mortgage loan was secured by all of the operating properties and land of the joint venture. In February 2013, the lender appointed a receiver, effectively taking control of the assets securing its loan. During the year ended December 31, 2012, the joint venture recorded an impairment charge, the Company's share of which was sufficient to bring the Company's investment in the joint venture to zero. The Company's share of this impairment charge was $4.6 million and is reflected in equity in (loss) earnings of unconsolidated joint ventures in the Company's 2012 consolidated statement of comprehensive income.

Development

During the year ended December 31, 2013 , a joint venture in which the Company held a 25% interest started one property under development, which is expected to comprise, upon completion, 203,000 square feet and is expected to represent a Total Investment of $11.8 million. As of December 31, 2013, this was the only property under development for unconsolidated joint ventures in which the Company held an interest. For 2014, the Company anticipates that unconsolidated joint venture development deliveries will total up to $40 million.

On January 15, 2014, the Company announced that it has reached preliminary terms to develop, in a joint venture with Comcast Corporation, the “Comcast Innovation and Technology Center,” in Philadelphia, PA. The proposed project includes a 59-story, 1.5 million square foot tower incorporating 1.3 million square feet of office space and a 200+ room hotel. The project is expected to represent a Total Investment of $900 million to the joint venture, which we expect will be 20% owned by the Company. The Company is in discussions with Comcast Corporation regarding the formation of this joint venture, but there is no assurance that the joint venture will be finalized or that the development will be commenced. If the development does proceed, it is anticipated that it would commence in the latter half of 2014 and the project would be completed in late 2017. In addition to the potential project with Comcast Corporation, the Company anticipates that during 2014 unconsolidated joint ventures in which the Company owns an interest will commence development with an aggregate Total Investment of up to $60 million.

Forward-Looking Statements

When used throughout this report, the words "believes," "anticipates," "estimates" 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 that 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 enter into agreements with suitable joint venture partners in situations where it believes such arrangements are advantageous; the Company's ability to identify and secure additional properties and sites, both for itself and the joint ventures to which it is a party, that meet its criteria for acquisition or development; the availability and cost of capital; the effect of prevailing market interest rates; risks related to the integration of the operations of entities that we have acquired or may acquire; risks related to litigation; 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.

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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 ("US GAAP"). 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 following critical accounting policies discussion reflects what the Company believes are the more significant estimates, assumptions and judgments used in the preparation of its Consolidated Financial Statements. This discussion of critical accounting policies is intended to supplement the description of the accounting policies in the footnotes to the Company's Consolidated Financial Statements and to provide additional insight into the information used by management when evaluating significant estimates, assumptions and judgments. For further discussion of our significant accounting policies, see Note 2 to the Consolidated Financial Statements included in this report.

Capitalized Costs

Acquisition costs related to the purchase of vacant operating properties and land are capitalized and included in net real estate. Acquisition costs related to the purchase of operating properties with in-place tenants are expensed as incurred. Acquisition-related expenses related to the Cabot Acquisition for the year ended December 31, 2013 were $7.6 million. In addition, the Company incurred $2.6 million in acquisition expenses related to other acquisitions for the year ended December 31, 2013. Acquisition-related expenses for the years ended December 31, 2012 and 2011 were $2.9 million and $2.6 million , respectively.

Expenditures directly related to the 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 after the completion of major construction activity. These capitalized costs include pre-construction costs essential to the development of the property, construction costs, interest costs, real estate taxes, development related compensation and other costs incurred during the period of development. The determination to capitalize rather than expense costs requires the Company to evaluate the status of the development activity. The total of capitalized compensation costs directly related to the development of property for the years ended December 31, 2013 , 2012 and 2011 was $3.3 million, $2.1 million and $1.3 million, respectively.

Certain employees of the Company are compensated for leasing services related to the Company's properties. The compensation directly related to signed leases is capitalized and amortized as a deferred leasing cost. The total of this capitalized compensation was $2.8 million , $2.4 million and $2.1 million for the years ended December 31, 2013 , 2012 and 2011 , respectively.

Capitalized interest for the years ended December 31, 2013 , 2012 and 2011 was $9.6 million , $9.9 million and $3.0 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 component of rental revenue over the remaining term of the respective leases and any bargain renewal option periods, where appropriate.

Allowance for Doubtful Accounts

The Company continually monitors the liquidity and creditworthiness of its tenants. 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, 2013 and 2012 , the Company's allowance for doubtful accounts totaled $7.8 million and $7.0 million , respectively. The Company had bad debt expense of $1.8 million and $540,000 for the years ended December 31, 2013 and 2012 , respectively, as well as a net recovery of bad debts of $1.9 million for the year ended December 31, 2011 .

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Impairment of Real Estate

The Company evaluates its real estate investments upon the occurrence of significant adverse changes in operations to assess whether any impairment indicators are present that could affect the recovery of the recorded value. Indicators the Company uses to determine whether an impairment evaluation is necessary include the low occupancy level of the property, holding period for the property, strategic decisions regarding future development plans for a property under development and land held for development and other market factors. If impairment indicators are present, the Company performs an undiscounted cash flow analysis and compares the net carrying amount of the property to the property's estimated undiscounted future cash flow over the anticipated holding period. The Company assesses the expected undiscounted cash flows based upon a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, current market rental rates, changes in market rental rates, operating costs, capitalization rates and holding periods. For these assumptions, the Company considers its experience and historical performance in the various markets and data provided by market research organizations. If any real estate investment is considered impaired, the carrying value of the property is written down to its estimated fair value. Fair value is estimated based on the discounting of future expected cash flows at a risk adjusted interest rate. During the years ended December 31, 2013 , 2012 and 2011 , the Company recognized impairment losses of $1.1 million , $2.3 million and $7.8 million , respectively. The determination of whether an impairment exists requires the Company to make estimates, judgments and assumptions about the future cash flows.

Intangibles

The Company allocates the purchase price of real estate acquired to land, building and improvements and intangibles based on the 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. Such amounts are also included in origination costs. The amounts allocated to the intangible relating to in-place leases, which are included in deferred financing and leasing costs or in other liabilities in the accompanying consolidated balance sheets, are amortized to rental income for market rental rate differences and to depreciation and amortization for origination costs on a straight line basis over the remaining term of the related leases. In the event that a tenant terminates its lease, the unamortized portion of the intangible is written off.

Investments in Unconsolidated Joint Ventures

The Company analyzes its investments in joint ventures to determine if the joint venture is considered a variable interest entity and would require consolidation. The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence over, but does not control, these entities. These investments are recorded initially at cost and subsequently adjusted for equity in earnings and cash contributions and distributions.

Management estimated the fair value of its ownership interest in the joint ventures considering the estimated fair value of the real estate assets owned by the joint ventures and the related indebtedness as well as the working capital assets and liabilities of the joint ventures and the terms of the related joint venture agreements. The Company's estimates of fair value of the real estate assets are based on a discounted cash flow analysis incorporating a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, current market rental rates, changes in market rental rates, operating costs, capitalization rates, holding periods and discount rates. For these assumptions, the Company considered its experience and historical performance in the various markets and data provided by market research organizations. In assessing whether an impairment is other-than-temporary, the Company considers several factors. The longevity and severity of the impairment are considered as well as the expected time for recovery of value to occur, if ever.

The Company determined that one investment in a joint venture had an other-than-temporary impairment of $683,000 during the year ended December 31, 2012. No impairment losses on the Company's investments in unconsolidated joint ventures were recognized during the years ended December 31, 2013 or 2011 .

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During the year ended December 31, 2013 the Kings Hill Unit Trust joint venture recorded an impairment charge. The Company's share of this impairment charge was $783,000 and is reflected in equity in earnings (loss) of unconsolidated joint ventures in the Company's 2013 consolidated statement of comprehensive income.

During the year ended December 31, 2012 the Blythe Valley JV Sarl joint venture recorded an impairment charge, the Company's share of which was sufficient to bring the Company's investment in the joint venture to zero . The Company's share of this impairment charge was $4.6 million and is reflected in equity in earnings (loss) of unconsolidated joint ventures in the Company's 2012 consolidated statement of comprehensive income.

Derivative Instruments and Hedging Activities

Derivative instruments and hedging activities require management to make judgments on the nature of its derivatives and their effectiveness as hedges. These judgments determine if the changes in fair value of the derivative instruments are reported in the consolidated statements of comprehensive income as a component of net income or as a component of other comprehensive income and as a component of equity on the Consolidated Balance Sheets. While management believes its judgments are reasonable, a change in a derivative’s effectiveness as a hedge could materially affect expenses, net income and equity.

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, 2013 with the results of operations of the Company for the year ended December 31, 2012 , and the results of operations of the Company for the year ended December 31, 2012 with the results of operations of the Company for the year ended December 31, 2011 . As a result of the varying levels of development, acquisition and disposition activities by the Company in 2013 , 2012 and 2011 , the overall operating results of the Company during such periods are not directly comparable. However, certain data, including the Same Store (as defined below) 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, 2013 to Year Ended December 31, 2012

Overview

The Company’s average gross investment in operating real estate owned for the year ended December 31, 2013 increased to $ 4,892.1 million from $ 4,021.5 million for the year ended December 31, 2012 . This increase in operating real estate was primarily due to the Cabot Acquisition and resulted in increases in rental revenue, operating expense reimbursement, rental property operating expenses, real estate taxes and depreciation and amortization. Rental property operating expenses include utilities, insurance, janitorial, landscaping, snow removal and other costs necessary to maintain a property.

Total operating revenue increased to $645.9 million for the year ended December 31, 2013 from $560.3 million for the year ended December 31, 2012 . This $ 85.6 million increase was primarily due to an increase in average gross investment in operating real estate and an increase in occupancy. This increase was partially offset by a decrease in rental rates as well as a decrease in termination fees, which totaled $ 1.5 million for the year ended December 31, 2013 as compared to $ 2.5 million for the year ended December 31, 2012 . Changes in occupancy and rental rates are detailed below in "Same Store." Termination Fees are fees that the Company agrees 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 and if a property is sold or held for sale, related termination fees are included in discontinued operations. See “Other” below.

Segments

The Company evaluates the performance of the Wholly Owned Properties in Operation in terms of net operating income by reportable segment (see Note 18 to the Company’s financial statements for a reconciliation of this measure to net income). Net operating income includes operating revenue from external customers, real estate taxes, amortization of lease transaction costs and other operating expenses which relate directly to the management and operation of the assets within each reportable segment. The following table identifies changes in reportable segments (dollars in thousands):

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Reportable Segment Net Operating Income:



		Year Ended December 31,					PERCENTAGE INCREASE (DECREASE)
		2013		2012			PERCENTAGE INCREASE (DECREASE)

Industrial -	Lehigh/Central PA	$	68,504	$	65,566		4.5	%
	Chicago/Milwaukee	11,726		5,329			120.0	%	(1)
	Houston	22,632		17,862			26.7	%	(1)
	Carolinas	20,434		18,733			9.1	%
	Other	60,531		51,863			16.7	%	(1)
Industrial/Office -	Minnesota	30,016		26,348			13.9	%	(1)
	South Florida	20,943		18,921			10.7	%	(1)
	Richmond/Hampton Roads	24,063		24,762			(2.8	%)
	Arizona	17,189		14,228			20.8	%	(1)
	United Kingdom	1,924		(257		)	848.6	%	(1)
	Other	50,456		43,711			15.4	%	(1)
Office -	Philadelphia	23,587		20,527			14.9	%	(1)
	Southeastern PA	91,193		98,729			(7.6	%)
	Washington D.C.	6,807		2,908			134.1	%	(1)
	Total reportable segment net operating income	$	450,005	$	409,230		10.0	%

(1) The change was primarily due to an increase in average gross investment in operating real estate.

Same Store

Property level operating income, exclusive of Termination Fees, for the Same Store properties increased to $ 419.5 million for the year ended December 31, 2013 from $ 414.3 million for the year ended December 31, 2012 , on a straight line basis (which recognizes rental revenue evenly over the life of the lease), and increased to $ 417.4 million for the year ended December 31, 2013 from $ 409.3 million for the year ended December 31, 2012 on a cash basis.

The same store results were affected by an increase in occupancy and decreases in cash and straight line rental rates. The following details the Same Store occupancy and rental rates for the respective periods:



	Year Ended
	December 31,
	2013			2012
Average occupancy %	93.7		%	92.7		%
Average rental rate - cash basis ⁽¹⁾	$	7.78		$	7.81
Average rental rate - straight line basis ⁽²⁾	$	11.25		$	11.32

(1) Represents the average contractual rent per square foot for the year ended December 31, 2013 or 2012 for tenants in occupancy in the Same Store properties. Cash rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant was within a free rent period at December 31, 2013 or 2012 its rent would equal zero for purposes of this metric.

(2) Straight line rent and operating expense reimbursement represents the average straight line rent including operating expense recoveries per square foot for the year ended December 31, 2013 or 2012 for tenants in occupancy in the Same Store properties.

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 and Same Store cash basis 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 490 properties totaling approximately 57.1 million square feet owned on January 1, 2012 . Acquisitions and completed development during the years ended December 31, 2012 and 2013 are excluded from the Same Store properties. Properties obtained through acquisition and completed development are included in Same Store when they have been

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purchased in the case of acquisitions, and are stabilized in the case of completed development, prior to the beginning of the earliest year presented in the comparison. The 50 properties sold during 2012 and the 58 properties sold during 2013 are also excluded.

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, 2013 and 2012 . Same Store property level operating income and cash basis property level operating income are non-US GAAP measures and do not represent income before gain on property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures because they do not reflect the consolidated operations of the Company. Investors should review Same Store results, along with Funds from operations (see “Liquidity and Capital Resources” below), US 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 and cash basis property level operating income to net income (in thousands).



	Year Ended
	December 31, 2013			December 31, 2012
Same Store:
Rental revenue	$	423,251		$	421,124
Operating expenses:
Rental property expense	120,710			121,049
Real estate taxes	70,646			68,469
Operating expense recovery	(187,630		)	(182,669		)
Unrecovered operating expenses	3,726			6,849
Property level operating income	419,525			414,275
Less straight line rent	2,123			4,948
Cash basis property level operating income	$	417,402		$	409,327
Reconciliation of non-GAAP financial measure – Same Store:
Cash basis property level operating income	$	417,402		$	409,327
Straight line rent	2,123			4,948
Property level operating income	419,525			414,275
Non-same store property level operating income - continuing operations	61,943			4,598
Less: Property level operating income – properties held for sale at December 31, 2013	(31,573		)	(31,197		)
Termination fees	1,500			2,475
General and administrative expense	(74,564		)	(64,686		)
Depreciation and amortization expense	(173,784		)	(135,523		)
Other income (expense)	(117,236		)	(94,618		)
Gain on property dispositions	8,676			3,080
Income taxes	(2,799		)	(976		)
Equity in earnings (loss) of unconsolidated joint ventures	6,067			(681		)
Discontinued operations (1)	121,839			51,004
Net income	$	219,594		$	147,751


(1)	Includes Termination Fees of $2.0 million and $1.8 million for the year s ended December 31, 2013 and 2012 , respectively.

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General and Administrative

General and administrative expenses increased to $ 74.6 million for the year ended December 31, 2013 compared to $ 64.7 million for the year ended December 31, 2012 . These increases were primarily due to increases in acquisition-related expenses and compensation. Acquisition-related expenses related to the Cabot Acquisition for the year ended December 31, 2013 were $7.6 million. In addition, the Company incurred $2.6 million in acquisition expenses related to other acquisitions for the year ended December 31, 2013. Acquisition-related expenses for the year ended December 31, 2012 were $2.9 million . General and administrative expenses include salaries, wages and incentive compensation for general and administrative staff along with related costs, consulting, marketing, public company expenses, costs associated with the acquisition of properties and other general and administrative costs.

Depreciation and Amortization

Depreciation and amortization increased to $ 173.8 million for the year ended December 31, 2013 from $ 135.5 million for the year ended December 31, 2012 . This increase was primarily due to the increased investment in operating real estate.

Interest Expense

Interest expense increased to $127.1 million for the year ended December 31, 2013 from $103.4 million for the year ended December 31, 2012 . This increase was primarily due to the increase in the average debt outstanding to $ 2,843.6 million for the year ended December 31, 2013 from $ 2,425.1 million for the year ended December 31, 2012 . This increase in average debt was primarily due to financing related to and mortgage loans assumed in the Cabot Acquisition. This was partially offset by a decrease in the weighted average interest rate to 5.1% for the year ended December 31, 2013 from 5.3% for the year ended December 31, 2012 . The increase was also partially due to a decrease in interest capitalized during the year ended December 31, 2013 compared to 2012 .

Interest expense allocated to discontinued operations for the year ended December 31, 2013 and 2012 was $ 15.9 million and $ 19.8 million , respectively. This decrease was due to the level of dispositions in 2013 compared to 2012 .

Equity in Earnings (Loss) of Unconsolidated Joint Ventures

Equity in earnings (loss) of unconsolidated joint ventures increased to income of $6.1 million for the year ended December 31, 2013 from a loss of $681,000 for the year ended December 31, 2012. This increase was primarily due to an impairment charge in the Blythe Valley JV Sarl joint venture during the year ended December 31, 2012, the Company's share of which was $4.6 million as well as an impairment charge of $683,000 relating to an other-than-temporary impairment of one of Company's investments in unconsolidated joint ventures. During the year ended December 31, 2013 the Kings Hill Unit Trust joint venture recorded an impairment charge, the Company's share of which was $783,000.

Other

Gain on property dispositions increased to $8.7 million for the year ended December 31, 2013 from $3.1 million for the year ended December 31, 2012 .

Income from discontinued operations increased to $ 121.8 million for the year ended December 31, 2013 from $ 51.0 million for the year ended December 31, 2012 . This increase was primarily due to an increase in gains recognized on sales which were $ 95.4 million for the year ended December 31, 2013 and $ 12.4 million for the year ended December 31, 2012 .

As a result of the foregoing, the Company’s net income increased to $219.6 million for the year ended December 31, 2013 from $147.8 million for the year ended December 31, 2012 .

Comparison of Year Ended December 31, 2012 to Year Ended December 31, 2011

Overview

The Company's average gross investment in operating real estate owned for the year ended December 31, 2012 increased to $4,018.1 million from $3,568.6 million for the year ended December 31, 2011 . This increase in operating real estate resulted in increases in rental revenue, operating expense reimbursement, rental property operating expenses, real estate taxes and depreciation and amortization. Rental property operating expenses include utilities, insurance, janitorial, landscaping, snow removal and other costs necessary to maintain a property.

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Total operating revenue increased to $560.3 million for the year ended December 31, 2012 from $533.7 million for the year ended December 31, 2011 . This $26.6 million increase was primarily due to the increase in investment in operating real estate and an increase in termination fees, which totaled $2.5 million for the year ended December 31, 2012 as compared to $2.4 million for the year ended December 31, 2011 . These increases were partially offset by a decrease in rental rates. Changes in occupancy and rental rates are detailed below in "Same Store." Termination Fees are included in rental revenue and if a property is sold or held for sale related termination fees are included in discontinued operations. See "Other" below.

Segments

Reportable Segment Net Operating Income:



		Year Ended December 31,						PERCENTAGE INCREASE (DECREASE)
		2012			2011			PERCENTAGE INCREASE (DECREASE)

Industrial -	Lehigh/Central PA	$	65,566		$	64,786		1.2	%
	Chicago/Milwaukee	5,329			10,581			(49.6	%)	(1)
	Houston	17,862			16,379			9.1	%
	Carolinas	18,733			19,471			(3.8	%)
	Other	51,863			54,802			(5.4	%)
Industrial/Office -	Minnesota	26,348			27,701			(4.9	%)
	South Florida	18,921			19,431			(2.6	%)
	Richmond/Hampton Roads	24,762			29,324			(15.6	%)	(1)
	Arizona	14,228			13,453			5.8	%
	United Kingdom	(257		)	(178		)	(44.4	%)
	Other	43,711			44,692			(2.2	%)
Office -	Philadelphia	20,527			20,504			0.1	%
	Southeastern PA	98,729			101,982			(3.2	%)
	Washington D.C.	2,908			(1,134		)	356.4	%	(2)
	Total reportable segment net operating income	$	409,230		$	421,794		(3.0	%)

(1) These decreases are primarily due to sales of operating properties during the year ended December 31, 2012.

(2) The increase was primarily due to an increase in average gross investment in operating real estate.

Same Store

Property level operating income, exclusive of Termination Fees, for the Prior Year Same Store properties decreased to $450.3 million for the year ended December 31, 2012 from $453.8 million for the year ended December 31, 2011 , on a straight line basis, and decreased to $447.1 million for the year ended December 31, 2012 from $448.2 million for the year ended December 31, 2011 on a cash basis.

The same store results were affected by one-time reductions in certain operating expense items during the year ended December 31, 2011 that did not occur during the same period in 2012, decreases in cash and straight line rental rates and an increase in occupancy. The following details the Prior Year Same Store occupancy and rental rates for the respective periods:



	Year Ended
	December 31,
	2012			2011
Average occupancy %	93.1		%	91.9		%
Average rental rate - cash basis ⁽¹⁾	$	8.30		$	8.39
Average rental rate - straight line basis ⁽²⁾	$	12.01		$	12.04

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(1) Represents the average contractual rent per square foot for the year ended December 31, 2012 or 2011 for tenants in occupancy in Prior Year Same Store properties. Net rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant was within a free rent period its rent would equal zero for purposes of this metric.

(2) Straight line rent and operating expense reimbursement represents the average straight line rent including operating expense recoveries per square foot for the year ended December 31, 2012 or 2011 for tenants in occupancy in the Prior Year Same Store properties.

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 and Prior Year Same Store cash basis property level operating income exclusive of Termination Fees are considered by management to be more reliable indicators of the portfolio's baseline performance. The Prior Year Same Store properties consist of the 526 properties totaling approximately 58.0 million square feet owned on January 1, 2011 . Acquisitions and completed development during the years ended December 31, 2011 and 2012 are excluded from the Same Store properties. Properties obtained through acquisition and completed development are included in Same Store when they have been purchased in the case of acquisitions, and are stabilized in the case of completed development, prior to the beginning of the earliest year presented in the comparison. The 62 properties sold during 2011 and the 50 properties sold during 2011 are also excluded.

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, 2012 and 2011 . Prior Year Same Store property level operating income and Prior Year Same Store cash basis property level operating income are non-GAAP measures and do not represent income before property dispositions, income taxes and equity in (loss) earnings of unconsolidated joint ventures because they do 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 net 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 (in thousands).

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	Year Ended
	December 31, 2012			December 31, 2011
Prior Year Same Store:
Rental revenue	$	454,194		$	457,219
Operating expenses:
Rental property expense	130,815			127,238
Real estate taxes	72,658			73,841
Operating expense recovery	(199,621		)	(197,619		)
Unrecovered operating expenses	3,852			3,460
Property level operating income	450,342			453,759
Less straight line rent	3,266			5,519
Cash basis property level operating income	$	447,076		$	448,240
Reconciliation of non-GAAP financial measure – Prior Year Same Store:
Cash basis property level operating income	$	447,076		$	448,240
Straight line rent	3,266			5,519
Property level operating income	450,342			453,759
Non-same store property level operating income - continuing operations	18,055			3,704
Less: Property level operating income – 2013 discontinued operations	(80,721		)	(83,561		)
Termination fees	2,475			2,497
General and administrative expense	(64,686		)	(59,186		)
Depreciation and amortization expense	(135,523		)	(126,218		)
Other income (expense)	(94,618		)	(93,851		)
Gain on property dispositions	3,080			5,025
Income taxes	(976		)	(1,020		)
Equity in (loss) earnings of unconsolidated joint ventures	(681		)	3,496
Discontinued operations at December 31, 2012 ⁽¹⁾	13,921			70,649
2013 discontinued operations ⁽¹⁾	37,083			35,416
Net income	$	147,751		$	210,710


(1)	Includes Termination Fees of $1.8 million and $1.6 million in the aggregate for the years ended December 31, 2012 and 2011 , respectively.

General and Administrative

General and administrative expenses increased to $64.7 million for the year ended December 31, 2012 from $59.2 million for the year ended December 31, 2011 . This increase was primarily due to increases in compensation, the writeoff of costs for canceled projects and costs associated with operating initiatives. General and administrative expenses include salaries, wages and incentive compensation for general and administrative staff along with related costs, consulting, marketing, public company expenses, costs associated with the acquisition of properties and other general and administrative costs.

Depreciation and Amortization

Depreciation and amortization increased to $135.5 million for the year ended December 31, 2012 from $126.2 million for the year ended December 31, 2011 . The increase was primarily due to the increased investment in operating real estate.

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Interest Expense

Interest expense increased to $103.4 million for the year ended December 31, 2012 from $102.0 million for the year ended December 31, 2011 . This increase was primarily due to an increase in the average debt outstanding, which was $2,425.1 million for the year ended December 31, 2012 , compared to $2,214.9 million for the year ended December 31, 2011 . The increase was partially offset by a decrease in the weighted average interest rate to 5.3% for the year ended December 31, 2012 from 5.8% for the year ended December 31, 2011 as well as an increase in interest capitalized during the year ended December 31, 2012 due to an increase in development activity.

Interest expense allocated to discontinued operations for the years ended December 31, 2012 and 2011 was $19.8 million and $29.1 million , respectively. This decrease was due to the level of dispositions in 2012 compared to 2011 .

Other

Gain on property dispositions decreased to $3.1 million for the year ended December 31, 2012 from $5.0 million for the year ended December 31, 2011 .

Income from discontinued operations decreased to $51.0 million from $106.1 million for the year ended December 31, 2012 compared to the year ended December 31, 2011 . The decrease was due to a decrease in gains recognized on sales which were $12.4 million for the year ended December 31, 2012 compared to $60.6 million for the year ended December 31, 2011 .

As a result of the foregoing, the Company's net income decreased to $147.8 million for the year ended December 31, 2012 from $210.7 million for the year ended December 31, 2011 .

Liquidity and Capital Resources

Overview

The Company seeks to maintain a conservative balance sheet and pursue a strategy of financial flexibility. The Company expects to expend $300 million to $500 million to fund its investment in development properties in 2014. The Company’s 2014 debt maturities total approximately $213.7 million. The Company anticipates that it will invest $200 million to $400 million in property acquisitions and $50 million to $100 million in land acquisitions in 2014. The Company expects to realize approximately $500 million to $650 million in proceeds from asset sales in 2014. The Company believes that proceeds from asset sales, its available cash, borrowing capacity from its Credit Facility (as defined below) and its other sources of capital including the public debt and equity markets will provide it with sufficient funds to satisfy these obligations.

Activity

As of December 31, 2013 , the Company had cash and cash equivalents of $214.9 million , including $51.5 million in restricted cash.

Net cash provided by operating activities decreased to $316.0 million for the year ended December 31, 2013 from $317.2 million for the year ended December 31, 2012 . This decrease primarily related to a reduction in restricted cash during 2012 related to the distribution of land sales proceeds in the United Kingdom. This was partially offset by an increase in operating income resulting from the Cabot Acquisition. Net cash flow provided by operating activities is the primary source of liquidity to fund dividends to shareholders and for recurring capital expenditures and leasing transaction costs for the Company’s Wholly Owned Properties in Operation.

Net cash used in investing activities was $1,197.9 million for the year ended December 31, 2013 compared to $312.7 million for the year ended December 31, 2012 . This $885.2 million increase primarily related to cash expended for the Cabot Acquisition partially offset by an increase in net proceeds from dispositions of properties and land including $367.7 million in proceeds from the first settlement of the Portfolio Sale.

Net cash provided by financing activities was $1,005.8 million for the year ended December 31, 2013 compared to $12.7 million for the year ended December 31, 2012 . This $993.1 million increase was primarily due to an increase in net proceeds from the issuance of common shares used to fund the Cabot Acquisition. Net cash provided by financing activities includes proceeds from the issuance of equity and debt, net of debt repayments, equity repurchases and shareholder distributions.

In March 2011, the Company used proceeds from the Credit Facility together with available cash on hand to repay $ 246.5 million principal value of 7.25% senior notes due 2011.

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In February 2012, the Company closed on a mortgage with $45.0 million of available funds bearing interest at 4.84%. As of December 31, 2013, there was $44.5 million outstanding on this loan. The net proceeds from this mortgage were used for construction costs on a property under development that was placed into service during the year ended December 31, 2013.

In June 2012, the Company issued $400.0 million of 4.125% senior unsecured notes due 2022. The net proceeds from this issuance were used to repay borrowings under the Company's unsecured credit facility and for general corporate purposes.

In August 2012, the Company used proceeds from its unsecured credit facility together with available cash on hand to repay $230.1 million of 10-year, 6.375% senior unsecured notes due August 2012.

In December 2012, the Company issued $300.0 million of 3.375% senior unsecured notes due 2023 . The net proceeds from this issuance were used to repay borrowings under the Company's unsecured credit facility and for general corporate purposes.

In September 2013, the Company issued $450.0 million of 4.40% senior unsecured notes due 2024 . The net proceeds from the offering were used to fund a portion of the cash consideration payable for the Cabot Acquisition.

In October 2013, as part of the Cabot Acquisition, the Company assumed $229.8 million in mortgages bearing interest at a weighted average rate of 5.85% with maturity dates from 2018 to 2021.

The Company sold 1.9 million common shares through its continuous offering program during the year ended December 31, 2013. The aggregate proceeds of $75.0 million were used to pay down outstanding borrowings under the Company's unsecured credit facility and for general corporate purposes.

In August 2013, the Company issued 24.2 million common shares for net proceeds of $834.1 million. The net proceeds from the offering were used to fund a portion of the cash consideration payable for the Cabot Acquisition. Prior to this use, the net proceeds were used for general corporate purposes which included the repayment of borrowings under the Company's credit facility.

During the year ended December 31, 2013, the Company redeemed or repurchased $20.0 million of outstanding 7.00% Series E Cumulative Redeemable Preferred Units, $17.5 million of outstanding 6.65% Series F Cumulative Redeemable Preferred Units and $27.0 million of outstanding 6.70% Series G Cumulative Redeemable Preferred Units, all at par.

The Company funds its development activities and acquisitions with long-term capital sources and proceeds from the disposition of properties. For the year ended December 31, 2013 , a portion of these activities were funded through an unsecured $500 million credit facility. The Company has maintained an unsecured credit facility throughout 2011 , 2012 and 2013 . During that period the Company has replaced, restated and amended its credit facility to address due dates and changes in borrowing costs. As replaced, restated and amended these credit facilities are referred to below as the "Credit Facility." The interest rate on borrowings under the Credit Facility fluctuates based upon ratings from Moody’s Investors Service, Inc., Standard and Poor’s Ratings Group and Fitch, Inc. It matures in November 2015 and has a one year extension option at the Company's option, subject to the payment of a stated fee. Based upon the Company's credit ratings at December 31, 2013, borrowings under the facility would bear interest at LIBOR plus 107.5 basis points. Subsequent to December 31, 2013, as a result of changes in the Company's credit rating, this rate was increased to LIBOR plus 125 basis points.

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 fixed charge coverage ratio. As of December 31, 2013 , the Company’s debt to gross assets ratio was 40.9% and for the year ended December 31, 2013 , the fixed charge coverage ratio was 3.0 x. Debt to gross assets equals total long-term debt and borrowings under the Credit Facility divided by total assets plus accumulated depreciation. The fixed charge coverage ratio equals income from continuing operations before property dispositions, 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, 2013 , $545.3 million (including $105.2 million fixed via a swap arrangement - see Footnote 21 in the notes to the consolidated financial statements) in mortgage loans and $2,708.2 million in unsecured notes were outstanding with a weighted average interest rate of 5.0% . The interest rates on $3,237.5 million of mortgage loans and unsecured notes are fixed and range from 3.0% to 7.5% . The weighted average remaining term for the mortgage loans and unsecured notes is 5.9 years.

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The Company's contractual obligations, as of December 31, 2013 , are as follows (in thousands):



	PAYMENTS DUE BY PERIOD
			LESS THAN 1						MORE THAN
Contractual Obligations (2)	TOTAL		YEAR		1-3 YEARS		3-5 YEARS		5 YEARS

Long-term debt (1)	$	3,242,291	$	366,330	$	1,112,358	$	605,439	$	1,158,164
Land purchase obligations	52,752		14,945		37,807		—		—
Operating lease obligations	5,564		877		1,170		535		2,982
Share of debt of unconsolidated joint ventures (1)	290,949		16,126		127,936		121,048		25,839
Tenant contractual obligations	38,114		34,302		3,335		302		175
Share of tenant contractual obligations of unconsolidated joint ventures	1,910		1,910		—		—		—
Letter of credit	4,274		4,274		—		—		—
Share of letter of credit of unconsolidated joint ventures	1,250		1,250		—		—		—
Land improvement and renovation commitments	16,231		16,231		—		—		—
Development in progress	160,501		139,072		21,429		—		—
Share of development in progress of unconsolidated joint ventures	2,389		1,509		880		—		—
Development commitment	13,095		10,696		2,399		—		—
Total	$	3,829,320	$	607,522	$	1,307,314	$	727,324	$	1,187,160


(1)	Includes principal and interest payments. Interest payments assume Credit Facility borrowings and interest rates remain at the December 31, 2013 level until maturity.


(2)	The Company is contractually committed to build a minimum of 60,000 square feet of building space every two years at the Navy Yard Corporate Center in Philadelphia, with certain rights to defer these biannual requirements. The failure by the Company to meet these milestones could result in the loss of the Company’s exclusive development rights with respect to the Navy Yard Corporate Center.

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 secured financing of properties, proceeds from property dispositions, equity capital from joint venture partners, remaining capacity of $125.0 million under the Company's at-the-market equity offering program and net cash provided by operating activities. Additionally, the Company expects to incur variable rate debt, including borrowings under the Credit Facility, from time to time.

The Company's annual Common Share dividend paid was $1.90 per share in 2013, 2012 and 2011.

The Company has an effective S-3 shelf registration statement on file with the SEC pursuant to which the Trust and the Operating Partnership may issue an unlimited amount of equity securities and debt securities.

Off-Balance Sheet Arrangements

As of December 31, 2013 , the Company had investments in and advances to unconsolidated joint ventures totaling $179.7 million (see Note 7 to the Company's Consolidated Financial Statements included in this report).

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 operating 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

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(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 year ended December 31, 2013 , 2012 , and 2011 are as follows (in thousands, except per share amounts):



	Year Ended December 31,
	2013			2012			2011
Reconciliation of net income to FFO - basic:
Net income available to common shareholders	$	209,738		$	137,436		$	183,999
Basic - income available to common shareholders	209,738			137,436			183,999
Basic - income available to common shareholders per weighted average share	$	1.61		$	1.18		$	1.60
Adjustments:
Depreciation and amortization of unconsolidated joint ventures	13,152			14,152			14,452
Depreciation and amortization	201,731			164,615			168,435
Gain on property dispositions	(94,934		)	(7,589		)	(61,198		)
Noncontrolling interest share in addback for depreciation and amortization and gain on property dispositions	(3,171		)	(5,286		)	(3,926		)
Funds from operations available to common shareholders – basic	$	326,516		$	303,328		$	301,762
Basic Funds from operations available to common shareholders per weighted average share	$	2.51		$	2.60		$	2.63
Reconciliation of net income to FFO - diluted:
Net income available to common shareholders	$	209,738		$	137,436		$	183,999
Diluted - income available to common shareholders	209,738			137,436			183,999
Diluted - income available to common shareholders per weighted average share	$	1.60		$	1.17		$	1.59
Adjustments:
Depreciation and amortization of unconsolidated joint ventures	13,152			14,152			14,452
Depreciation and amortization	201,731			164,615			168,435
Gain on property dispositions	(94,934		)	(7,589		)	(61,198		)
Noncontrolling interest less preferred share distributions	5,848			4,378			6,153
Funds from operations available to common shareholders - diluted	$	335,535		$	312,992		$	311,841
Diluted Funds from operations available to common shareholders per weighted average share	$	2.49		$	2.58		$	2.61
Reconciliation of weighted average shares:
Weighted average common shares - all basic calculations	130,180			116,863			114,755
Dilutive shares for long term compensation plans	729			831			748
Diluted shares for net income calculations	130,909			117,694			115,503
Weighted average common units	3,678			3,760			3,869
Diluted shares for Funds from operations calculations	134,587			121,454			119,372

Inflation

Inflation has remained relatively low in recent years, and as a result, it has not had a significant impact on the Company during this period. To the extent an increase in inflation would result in increased operating costs, such as insurance, real estate taxes and utilities, the majority 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.

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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 carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued interest, dividends and distributions payable and other liabilities are reasonable estimates of fair value because of the short-term nature of these instruments. The fair value of the Company's long-term debt, which is based on estimates by management and on rates quoted on December 31, 2013 for comparable loans, is greater than the aggregate carrying value by approximately $85.3 million at December 31, 2013 .

The Company's primary market risk exposure is to changes in interest rates. The Company is exposed to market risk related to its 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 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. Our interest rate risk objective is to limit the impact of interest rate changes on earnings and cash flows and lower our overall borrowing costs. To achieve these objectives, from time to time the Company enters into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. The Company does not hold or issue these derivative contracts for trading or speculative purposes.

If the interest rates for variable rate debt were 100 basis points higher or lower during 2013 , the Company's interest expense would have increased or decreased by $2.2 million . If the interest rate for the fixed rate debt maturing in 2014 was 100 basis points higher or lower than its current rate of 5.66% , the Company's interest expense would have increased or decreased by $1.9 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 financial statements and financial statement schedule of Liberty Property Trust and Liberty Property Operating Partnership, L.P. and the reports thereon of Ernst & Young LLP, an independent registered public accounting firm, with respect thereto are filed as part of this Annual Report on Form 10-K.

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Management's Annual Report on Internal Control Over Financial Reporting

The Trust'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 Trust's internal control system was designed to provide reasonable assurance to the Trust'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 Trust's internal control over financial reporting as of December 31, 2013 . In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (1992 Framework). Based on our assessment we believe that, as of December 31, 2013 , the Trust's internal control over financial reporting is effective based on those criteria.

The Trust's independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the Trust's internal control over financial reporting, which is included in this Annual Report on Form 10-K.

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.

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Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of Liberty Property Trust

We have audited Liberty Property Trust's (the "Trust") internal control over financial reporting as of December 31, 2013 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (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 included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on 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, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, 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, Liberty Property Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, 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 as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013 of Liberty Property Trust and our report dated February 28, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

February 28, 2014

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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, 2013 and 2012, and the related consolidated statements of comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013. 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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Liberty Property Trust at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the 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), Liberty Property Trust's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated February 28, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

February 28, 2014

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Management's Annual Report on Internal Control Over Financial Reporting

The Operating Partnership'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 Operating Partnership's internal control system was designed to provide reasonable assurance to the Operating Partnership's management 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 Operating Partnership's internal control over financial reporting as of December 31, 2013 . In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (1992 Framework). Based on our assessment we believe that, as of December 31, 2013 , the Operating Partnership's internal control over financial reporting is effective based on those criteria.

The Operating Partnership's independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the Operating Partnership's internal control over financial reporting, which is included in this Annual Report on Form 10-K.

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Report of Independent Registered Public Accounting Firm

The Partners of Liberty Property Limited Partnership

We have audited Liberty Property Limited Partnership's (the "Operating Partnership") internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (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 included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership's internal control over financial reporting based on our audit.

In our opinion, Liberty Property Limited Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, 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 as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive income, owners' equity, and cash flows for each of the three years in the period ended December 31, 2013 of Liberty Property Limited Partnership and our report dated February 28, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

February 28, 2014

Table of Contents

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, 2013 and 2012, and the related consolidated statements of comprehensive income, owners' equity, and cash flows for each of the three years in the period ended December 31, 2013. 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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Liberty Property Limited Partnership at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the 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), Liberty Property Limited Partnership's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated February 28, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

February 28, 2014

Table of Contents

CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST

(In thousands, except share and unit amounts)



	December 31,
	2013			2012
ASSETS
Real estate:
Land and land improvements	$	1,139,455		$	845,958
Building and improvements	5,144,758			4,045,385
Less accumulated depreciation	(1,057,680		)	(1,072,859		)
Operating real estate	5,226,533			3,818,484
Development in progress	209,187			248,602
Land held for development	233,055			249,221
Net real estate	5,668,775			4,316,307
Cash and cash equivalents	163,414			38,356
Restricted cash	51,456			33,147
Accounts receivable	13,900			8,988
Deferred rent receivable	99,956			101,621
Deferred financing and leasing costs, net	226,607			129,329
Investments in and advances to unconsolidated joint ventures	179,655			169,021
Assets held for sale	275,957			289,654
Prepaid expenses and other assets	95,840			87,756
Total assets	$	6,775,560		$	5,174,179
LIABILITIES
Mortgage loans	$	545,306		$	302,855
Unsecured notes	2,708,213			2,258,751
Credit facility	—			92,000
Accounts payable	70,406			31,058
Accrued interest	25,777			20,164
Dividend and distributions payable	71,323			58,038
Other liabilities	250,819			185,956
Total liabilities	3,671,844			2,948,822
Noncontrolling interest - operating partnership - 301,483 preferred units outstanding as of December 31, 2013 and December 31, 2012	7,537			7,537
EQUITY
Liberty Property Trust shareholders’ equity
Common shares of beneficial interest, $.001 par value, 183,987,000 shares authorized; 147,846,801 (includes 1,249,909 in treasury) and 119,720,776 (includes 1,249,909 in treasury) shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively	148			119
Additional paid-in capital	3,669,618			2,687,701
Accumulated other comprehensive income	9,742			2,900
Distributions in excess of net income	(591,713		)	(547,757		)
Common shares in treasury, at cost, 1,249,909 shares as of December 31, 2013 and 2012	(51,951		)	(51,951		)
Total Liberty Property Trust shareholders’ equity	3,035,844			2,091,012
Noncontrolling interest – operating partnership
3,556,566 and 3,713,851 common units outstanding as of December 31, 2013 and December 31, 2012, respectively	56,713			60,223
1,290,000 preferred units outstanding as of December 31, 2012	—			63,264
Noncontrolling interest – consolidated joint ventures	3,622			3,321
Total equity	3,096,179			2,217,820
Total liabilities, noncontrolling interest - operating partnership and equity	$	6,775,560		$	5,174,179

See accompanying notes.

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF LIBERTY PROPERTY TRUST

(In thousands, except per share amounts)



	Year Ended December 31,
	2013			2012			2011
OPERATING REVENUE
Rental	$	458,081		$	396,418		$	379,811
Operating expense reimbursement	187,849			163,861			153,888
Total operating revenue	645,930			560,279			533,699
OPERATING EXPENSE
Rental property	114,617			104,431			95,192
Real estate taxes	79,918			65,697			62,108
General and administrative	74,564			64,686			59,186
Depreciation and amortization	173,784			135,523			126,218
Total operating expense	442,883			370,337			342,704
Operating income	203,047			189,942			190,995
OTHER INCOME (EXPENSE)
Interest and other income	9,879			8,745			8,137
Interest expense	(127,115		)	(103,363		)	(101,988		)
Total other income (expense)	(117,236		)	(94,618		)	(93,851		)
Income before gain on property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures	85,811			95,324			97,144
Gain on property dispositions	8,676			3,080			5,025
Income taxes	(2,799		)	(976		)	(1,020		)
Equity in earnings (loss) of unconsolidated joint ventures	6,067			(681		)	3,496
Income from continuing operations	97,755			96,747			104,645
Discontinued operations (including net gain on property dispositions of $95,384, $12,426 and $60,582 for the years ended December 31, 2013, 2012 and 2011, respectively)	121,839			51,004			106,065
Net income	219,594			147,751			210,710
Noncontrolling interest – operating partnership	(9,203		)	(10,590		)	(27,222		)
Noncontrolling interest – consolidated joint ventures	(653		)	275			511
Income available to common shareholders	$	209,738		$	137,436		$	183,999

Net income	$	219,594		$	147,751		$	210,710
Other comprehensive income (loss) - foreign currency translation	5,397			3,436			(280		)
Other comprehensive income - change in net unrealized gain on derivative instruments	1,584			—			—
Other comprehensive income (loss)	6,981			3,436			(280		)
Total comprehensive income	226,575			151,187			210,430
Less: comprehensive income attributable to noncontrolling interest	(9,995		)	(10,422		)	(26,706		)
Comprehensive income attributable to common shareholders	$	216,580		$	140,765		$	183,724
Earnings per common share
Basic:
Income from continuing operations	$	0.70		$	0.75		$	0.71
Income from discontinued operations	0.91			0.43			0.89
Income per common share – basic	$	1.61		$	1.18		$	1.60
Diluted:
Income from continuing operations	$	0.70		$	0.75		$	0.70
Income from discontinued operations	0.90			0.42			0.89
Income per common share – diluted	$	1.60		$	1.17		$	1.59
Weighted average number of common shares outstanding
Basic	130,180			116,863			114,755
Diluted	130,909			117,694			115,503
Amounts attributable to common shareholders
Income from continuing operations	$	91,274		$	88,008		$	81,392
Discontinued operations	118,464			49,428			102,607
Net income available to common shareholders	$	209,738		$	137,436		$	183,999

See accompanying notes.

Table of Contents

CONSOLIDATED STATEMENTS OF EQUITY OF LIBERTY PROPERTY TRUST

(In thousands, except share amounts)



	NUMBER OF COMMON SHARES	COMMON SHARES OF BENEFICIAL INTEREST		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)			DISTRIBUTIONS IN EXCESS OF NET INCOME			COMMON SHARES HELD IN TREASURY			TOTAL LIBERTY PROPERTY TRUST SHAREHOLDERS’ EQUITY			NONCONTROLL- ING INTEREST - OPERATING PARTNERSHIP- COMMON			NONCONTROLL- ING INTEREST - OPERATING PARTNERSHIP – PREFERRED			NONCONTROLL- ING INTEREST - CONSOLIDATED JOINT VENTURES			TOTAL EQUITY
Balance at January 1, 2011	115,530,608	$	116	$	2,560,193	$	(155	)	$	(426,017	)	$	(51,951	)	$	2,082,186		$	67,621		$	287,959		$	786		$	2,438,552
Net proceeds from the issuance of common shares	1,701,758	1		44,547		—			—			—			44,548			—			—			—			44,548
Net income		—		—		—			183,999			—			183,999			6,153			21,069			(511		)	210,710
Contributions		—		—		—			—			—			—			—			—			3,500			3,500
Distributions		—		—		—			(219,480		)	—			(219,480		)	(7,280		)	(21,069		)	—			(247,829		)
Noncash compensation		—		10,555		—			—			—			10,555			—			—			—			10,555
Other comprehensive income - foreign currency translation adjustment		—		—		(274		)	—			—			(274		)	(6		)	—			—			(280		)
Redemption of noncontrolling interests – common units	119,987	—		2,060		—			—			—			2,060			(2,060		)	—			—			—
Balance at December 31, 2011	117,352,353	117		2,617,355		(429		)	(461,498		)	(51,951		)	2,103,594			64,428			287,959			3,775			2,459,756
Net proceeds from the issuance of common shares	2,273,528	2		58,708		—			—			—			58,710			—			—			—			58,710
Net income		—		—		—			137,436			—			137,436			4,378			6,212			(275		)	147,751
Distributions		—		—		—			(223,695		)	—			(223,695		)	(7,109		)	(9,902		)	(179		)	(240,885		)
Noncash compensation		—		10,057		—			—			—			10,057			—			—			—			10,057
Other comprehensive income - foreign currency translation adjustment		—		—		3,329			—			—			3,329			107			—			—			3,436
Redemption of noncontrolling interests – common units	94,895	—		1,581		—			—			—			1,581			(1,581		)	—			—			—
Redemption of noncontrolling interest - preferred units		—		—		—			—			—			—			—			(224,694		)	—			(224,694		)
Excess of preferred unit carrying amount over redemption		—		—		—			—			—			—			—			3,689			—			3,689
Balance at December 31, 2012	119,720,776	119		2,687,701		2,900			(547,757		)	(51,951		)	2,091,012			60,223			63,264			3,321			2,217,820
Net proceeds from the issuance of common shares	27,968,740	29		969,439		—			—			—			969,468			—			—			—			969,468
Net income		—		—		—			209,738			—			209,738			5,848			3,355			653			219,594
Distributions		—		—		—			(253,694		)	—			(253,694		)	(6,995		)	(2,119		)	(352		)	(263,160		)
Noncash compensation		—		9,976		—			—			—			9,976			—			—			—			9,976
Other comprehensive income - foreign currency translation adjustment		—		—		5,296			—			—			5,296			101			—			—			5,397
Other comprehensive income - change in net unrealized gain on derivative instruments		—		—		1,546			—			—			1,546			38			—			—			1,584
Redemption of noncontrolling interests – common units	157,285	—		2,502		—			—			—			2,502			(2,502		)	—			—			—
Redemption of noncontrolling interest - preferred units		—		—		—			—			—			—			—			(63,264		)	—			(63,264		)
Excess of preferred unit redemption over carrying amount		—		—		—			—			—			—			—			(1,236		)	—			(1,236		)
Balance at December 31, 2013	147,846,801	$	148	$	3,669,618	$	9,742		$	(591,713	)	$	(51,951	)	$	3,035,844		$	56,713		$	—		$	3,622		$	3,096,179

See accompanying notes.

Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST

(In thousands)



	Year Ended December 31,
	2013			2012			2011
OPERATING ACTIVITIES
Net income	$	219,594		$	147,751		$	210,710
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	205,147			167,421			171,714
Amortization of deferred financing costs/noncash portion of interest	4,449			4,682			5,190
Equity in (earnings) loss of unconsolidated joint ventures	(6,067		)	681			(3,496		)
Distributions from unconsolidated joint ventures	844			624			551
Gain on property dispositions	(107,079		)	(15,506		)	(65,607		)
Noncash compensation	9,976			10,057			10,555
Changes in operating assets and liabilities:
Restricted cash	(18,397		)	30,713			(14,114		)
Accounts receivable	(4,889		)	(799		)	(1,320		)
Deferred rent receivable	(9,473		)	(6,363		)	(6,566		)
Prepaid expenses and other assets	(22,424		)	(10,871		)	6,027
Accounts payable	15,703			7,641			(229		)
Accrued interest	5,613			(3,983		)	(5,674		)
Other liabilities	22,968			(14,882		)	9,983
Net cash provided by operating activities	315,965			317,166			317,724
INVESTING ACTIVITIES
Investment in properties – acquisitions	(1,429,822		)	(211,894		)	(233,568		)
Investment in properties – other	(74,345		)	(49,682		)	(75,834		)
Investments in and advances to unconsolidated joint ventures	(16,185		)	(1,461		)	(11,195		)
Distributions from unconsolidated joint ventures	13,774			6,009			11,364
Net proceeds from disposition of properties/land	526,949			234,686			390,754
Net proceeds from (advances on) public reimbursement receivable/escrow	9,821			(986		)	(10,237		)
Investment in development in progress	(123,879		)	(199,384		)	(48,628		)
Investment in land held for development	(67,326		)	(67,513		)	(52,868		)
Investment in deferred leasing costs	(36,901		)	(22,444		)	(26,011		)
Net cash used in investing activities	(1,197,914		)	(312,669		)	(56,223		)
FINANCING ACTIVITIES
Net proceeds from issuance of common shares	969,468			58,710			44,552
Redemption of preferred units	(64,500		)	(221,000		)	(9,060		)
Proceeds from unsecured notes	448,646			700,000			—
Repayments of unsecured notes	—			(230,100		)	(246,500		)
Proceeds from mortgage loans	10,401			34,599			—
Repayments of mortgage loans	(10,605		)	(35,099		)	(29,860		)
Proceeds from credit facility	611,550			839,250			650,500
Repayments on credit facility	(703,550		)	(886,650		)	(511,100		)
Increase in deferred financing costs	(5,866		)	(7,206		)	(3,023		)
Distribution paid on common shares	(240,340		)	(222,573		)	(218,613		)
Distribution paid on units	(9,438		)	(17,241		)	(28,409		)
Net cash provided by (used in) financing activities	1,005,766			12,690			(351,513		)
Net increase (decrease) in cash and cash equivalents	123,817			17,187			(90,012		)
Increase (decrease) in cash and cash equivalents related to foreign currency translation	1,241			2,965			(193		)
Cash and cash equivalents at beginning of year	38,356			18,204			108,409
Cash and cash equivalents at end of year	$	163,414		$	38,356		$	18,204

See accompanying notes.

Table of Contents

CONSOLIDATED BALANCE SHEETS OF

LIBERTY PROPERTY LIMITED PARTNERSHIP

(In thousands, except unit amounts)



	December 31,
	2013			2012
ASSETS
Real estate:
Land and land improvements	$	1,139,455		$	845,958
Building and improvements	5,144,758			4,045,385
Less accumulated depreciation	(1,057,680		)	(1,072,859		)
Operating real estate	5,226,533			3,818,484
Development in progress	209,187			248,602
Land held for development	233,055			249,221
Net real estate	5,668,775			4,316,307
Cash and cash equivalents	163,414			38,356
Restricted cash	51,456			33,147
Accounts receivable	13,900			8,988
Deferred rent receivable	99,956			101,621
Deferred financing and leasing costs, net	226,607			129,329
Investments in and advances to unconsolidated joint ventures	179,655			169,021
Assets held for sale	275,957			289,654
Prepaid expenses and other assets	95,840			87,756
Total assets	$	6,775,560		$	5,174,179
LIABILITIES
Mortgage loans	$	545,306		$	302,855
Unsecured notes	2,708,213			2,258,751
Credit facility	—			92,000
Accounts payable	70,406			31,058
Accrued interest	25,777			20,164
Distributions payable	71,323			58,038
Other liabilities	250,819			185,956
Total liabilities	3,671,844			2,948,822
Limited partners' equity - 301,483 preferred units outstanding as of December 31, 2013 and December 31, 2012	7,537			7,537
OWNERS’ EQUITY
General partner’s equity - 146,596,892 (net of 1,249,909 treasury units) and 118,470,867 (net of 1,249,909 treasury units) common units outstanding as of December 31, 2013 and December 31, 2012, respectively	3,035,844			2,091,012
Limited partners’ equity – 3,556,566 and 3,713,851 common units outstanding as of December 31, 2013 and December 31, 2012, respectively	56,713			60,223
Limited partners’ equity – 1,290,000 preferred units outstanding as of December 31, 2012	—			63,264
Noncontrolling interest – consolidated joint ventures	3,622			3,321
Total owners’ equity	3,096,179			2,217,820
Total liabilities, limited partners' equity and owners’ equity	$	6,775,560		$	5,174,179

See accompanying notes.

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF

LIBERTY PROPERTY LIMITED PARTNERSHIP

(In thousands, except per unit amounts)



	Year Ended December 31,
	2013			2012			2011
OPERATING REVENUE
Rental	$	458,081		$	396,418		$	379,811
Operating expense reimbursement	187,849			163,861			153,888
Total operating revenue	645,930			560,279			533,699
OPERATING EXPENSE
Rental property	114,617			104,431			95,192
Real estate taxes	79,918			65,697			62,108
General and administrative	74,564			64,686			59,186
Depreciation and amortization	173,784			135,523			126,218
Total operating expense	442,883			370,337			342,704
Operating income	203,047			189,942			190,995
OTHER INCOME (EXPENSE)
Interest and other income	9,879			8,745			8,137
Interest expense	(127,115		)	(103,363		)	(101,988		)
Total other income (expense)	(117,236		)	(94,618		)	(93,851		)
Income before gain on property dispositions, income taxes and equity in earnings (loss) of unconsolidated joint ventures	85,811			95,324			97,144
Gain on property dispositions	8,676			3,080			5,025
Income taxes	(2,799		)	(976		)	(1,020		)
Equity in earnings (loss) of unconsolidated joint ventures	6,067			(681		)	3,496
Income from continuing operations	97,755			96,747			104,645
Discontinued operations (including net gain on property dispositions of $95,384, $12,426 and $60,582 for the years ended December 31, 2013, 2012 and 2011, respectively)	121,839			51,004			106,065
Net income	219,594			147,751			210,710
Noncontrolling interest – consolidated joint ventures	(653		)	275			511
Preferred unit distributions	(2,119		)	(9,902		)	(21,069		)
Excess of preferred unit carrying amount over redemption	(1,236		)	3,689			—
Income available to common unitholders	$	215,586		$	141,813		$	190,152

Net income	$	219,594		$	147,751		$	210,710
Other comprehensive income (loss) - foreign currency translation	5,397			3,436			(280		)
Other comprehensive income - change in net unrealized gain on derivative instruments	1,584			—			—
Other comprehensive income (loss)	6,981			$	3,436		$	(280	)
Total comprehensive income	$	226,575		$	151,187		$	210,430
Earnings per common unit
Basic:
Income from continuing operations	$	0.70		$	0.75		$	0.71
Income from discontinued operations	0.91			0.43			0.89
Income per common unit - basic	$	1.61		$	1.18		$	1.60
Diluted:
Income from continuing operations	$	0.70		$	0.75		$	0.70
Income from discontinued operations	0.90			0.42			0.89
Income per common unit - diluted	$	1.60		$	1.17		$	1.59
Weighted average number of common units outstanding
Basic	133,858			120,623			118,624
Diluted	134,587			121,454			119,372

Net income allocated to general partners	$	209,738		$	137,436		$	183,999
Net income allocated to limited partners	9,203			10,590			27,222

See accompanying notes.

Table of Contents

CONSOLIDATED STATEMENTS OF OWNERS’ EQUITY OF LIBERTY PROPERTY LIMITED PARTNERSHIP

(In thousands, except unit amounts)



	NUMBER OF COMMON UNITS		GENERAL PARTNER’S EQUITY			LIMITED PARTNERS’ EQUITY – COMMON UNITS			LIMITED PARTNERS’ EQUITY – PREFERRED UNITS			NONCONTROLLING INTEREST – CONSOLIDATED JOINT VENTURES			TOTAL OWNERS’ EQUITY
Balance at January 1, 2011	3,928,733		$	2,082,186		$	67,621		$	287,959		$	786		$	2,438,552
Contributions from partners			55,103			—			—			—			55,103
Distributions to partners			(219,480		)	(7,280		)	(21,069		)	—			(247,829		)
Foreign currency translation adjustment			(274		)	(6		)	—			—			(280		)
Net income			183,999			6,153			21,069			(511		)	210,710
Redemption of limited partners common units for common shares	(119,987	)	2,060			(2,060		)	—			—			—
Contributions to partners			—			—			—			3,500			3,500
Balance at December 31, 2011	3,808,746		2,103,594			64,428			287,959			3,775			2,459,756
Contributions from partners			68,767			—			—			—			68,767
Distributions to partners			(223,695		)	(7,109		)	(9,902		)	(179		)	(240,885		)
Foreign currency translation adjustment			3,329			107			—			—			3,436
Net income			137,436			4,378			6,212			(275		)	147,751
Redemption of limited partners common units for common shares	(94,895	)	1,581			(1,581		)	—			—			—
Redemption of limited partners' preferred units			—			—			(224,694		)	—			(224,694		)
Excess of preferred unit carrying amount over redemption			—			—			3,689			—			3,689
Balance at December 31, 2012	3,713,851		2,091,012			60,223			63,264			3,321			2,217,820
Contributions from partners			979,444			—			—			—			979,444
Distributions to partners			(253,694		)	(6,995		)	(2,119		)	(352		)	(263,160		)
Foreign currency translation adjustment			5,296			101			—			—			5,397
Change in net unrealized gain on derivative instruments			1,546			38			—			—			1,584
Net income			209,738			5,848			3,355			653			219,594
Redemption of limited partners common units for common shares	(157,285	)	2,502			(2,502		)	—			—			—
Redemption of limited partners' preferred units			—			—			(63,264		)	—			(63,264		)
Excess of preferred unit redemption over carrying amount			—			—			(1,236		)	—			(1,236		)
Balance at December 31, 2013	3,556,566		$	3,035,844		$	56,713		$	—		$	3,622		$	3,096,179

See accompanying notes.

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CONSOLIDATED STATEMENTS OF CASH FLOWS OF

LIBERTY PROPERTY LIMITED PARTNERSHIP

(In thousands)



	Year Ended December 31,
	2013			2012			2011
OPERATING ACTIVITIES
Net income	$	219,594		$	147,751		$	210,710
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	205,147			167,421			171,714
Amortization of deferred financing costs/noncash portion of interest	4,449			4,682			5,190
Equity in (earnings) loss of unconsolidated joint ventures	(6,067		)	681			(3,496		)
Distributions from unconsolidated joint ventures	844			624			551
Gain on property dispositions	(107,079		)	(15,506		)	(65,607		)
Noncash compensation	9,976			10,057			10,555
Changes in operating assets and liabilities:
Restricted cash	(18,397		)	30,713			(14,114		)
Accounts receivable	(4,889		)	(799		)	(1,320		)
Deferred rent receivable	(9,473		)	(6,363		)	(6,566		)
Prepaid expenses and other assets	(22,424		)	(10,871		)	6,027
Accounts payable	15,703			7,641			(229		)
Accrued interest	5,613			(3,983		)	(5,674		)
Other liabilities	22,968			(14,882		)	9,983
Net cash provided by operating activities	315,965			317,166			317,724
INVESTING ACTIVITIES
Investment in properties – acquisitions	(1,429,822		)	(211,894		)	(233,568		)
Investment in properties – other	(74,345		)	(49,682		)	(75,834		)
Investments in and advances to unconsolidated joint ventures	(16,185		)	(1,461		)	(11,195		)
Distributions from unconsolidated joint ventures	13,774			6,009			11,364
Net proceeds from disposition of properties/land	526,949			234,686			390,754
Net proceeds from (advances on) public reimbursement receivable/escrow	9,821			(986		)	(10,237		)
Investment in development in progress	(123,879		)	(199,384		)	(48,628		)
Investment in land held for development	(67,326		)	(67,513		)	(52,868		)
Investment in deferred leasing costs	(36,901		)	(22,444		)	(26,011		)
Net cash used in investing activities	(1,197,914		)	(312,669		)	(56,223		)
FINANCING ACTIVITIES
Redemption of preferred units	(64,500		)	(221,000		)	(9,060		)
Proceeds from unsecured notes	448,646			700,000			—
Repayments of unsecured notes	—			(230,100		)	(246,500		)
Proceeds from mortgage loans	10,401			34,599			—
Repayments of mortgage loans	(10,605		)	(35,099		)	(29,860		)
Proceeds from credit facility	611,550			839,250			650,500
Repayments on credit facility	(703,550		)	(886,650		)	(511,100		)
Increase in deferred financing costs	(5,866		)	(7,206		)	(3,023		)
Capital contributions	969,468			58,710			44,552
Distributions to partners	(249,778		)	(239,814		)	(247,022		)
Net cash provided by (used in) financing activities	1,005,766			12,690			(351,513		)
Net increase (decrease) in cash and cash equivalents	123,817			17,187			(90,012		)
Increase (decrease) in cash and cash equivalents related to foreign currency translation	1,241			2,965			(193		)
Cash and cash equivalents at beginning of year	38,356			18,204			108,409
Cash and cash equivalents at end of year	$	163,414		$	38,356		$	18,204

See accompanying notes.

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Liberty Property Trust and Liberty Property Limited Partnership

Notes to Consolidated Financial Statements

December 31, 2013

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 97.6% of the common equity of the Operating Partnership at December 31, 2013 . The Company owns and operates industrial properties nationally and owns and operates office properties primarily in metro Philadelphia, Washington, D.C. and certain sunbelt cities. Additionally, the Company owns certain assets in the United Kingdom. Unless otherwise indicated, the notes to the Consolidated Financial Statements apply to both the Trust and the Operating Partnership. The terms the "Company,” “we,” “our” and “us” means the Trust and Operating Partnership collectively.

All square footage amounts are unaudited.

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, 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 noncontrolling 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 including reclassifying the accompanying consolidated balance sheets for assets held for sale and the consolidated statements of comprehensive income for discontinued operations.

Real Estate and Depreciation

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



Building and improvements		40 years (blended)
Capital improvements		15 - 20 years
Equipment		5 - 10 years
Tenant improvements		Term of the related lease

Expenditures directly related to the acquisition or the 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, development-related salaries and other costs incurred during the period of development.

The Company allocates the purchase price of real estate acquired to land, building and improvements and intangibles based on the fair value of each component. 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. Origination values are also assigned to in-place leases, and, where appropriate, value is assigned to customer relationships.

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Acquisition-related costs for properties with in-place leases are expensed as incurred. Expenditures for maintenance and repairs are charged to operations as incurred.

The Company considers any renewal options in determining the lease term. To the extent a lease includes a tenant option to renew or extend the duration of the lease at a fixed or determinable rental rate, the Company evaluates whether or not that option represents a bargain renewal option by analyzing if there is reasonable assurance at the acquisition date that the tenant will exercise the option because the rental rate is sufficiently lower than the expected rental rate for equivalent property under similar terms and conditions at the exercise date.

The Company depreciates the amounts allocated to building and improvements over 40 years and the amounts allocated to intangibles relating to in-place leases, which are included in deferred financing and leasing costs and other liabilities in the accompanying consolidated balance sheets, over the remaining term of the related leases. This calculation includes both the remaining noncancelable period and any bargain renewal option periods.

Once a property is designated as held for sale, no further depreciation expense is recorded. Operations for properties identified as held for sale and/or sold where no continuing involvement exists are presented in discontinued operations for all periods presented.

The Company evaluates its real estate investments 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 indicators of impairment are identified, the Company estimates the future undiscounted cash flows from the use and eventual disposition of the property and compares this amount to the carrying value of the property. If any real estate investment 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 accompanying consolidated balance sheets and the Company's share of net income from the joint ventures is included in the accompanying consolidated statements of comprehensive income.

On a periodic basis, management assesses whether there are any indicators that the value of the Company's investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management's estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. The estimated fair value of the investments is determined using a discounted cash flow model which is a Level 3 valuation under ASC 820, " Fair Value Measurement ." The Company considers a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, operating costs, capitalization rates, holding periods and discount rates. As these factors are difficult to predict and are subject to future events that may alter management's assumptions, the values estimated by management in its impairment analyses may not be realized.

During the year ended December 31, 2012, the Company recognized an impairment charge related to the decline in the fair value below the carrying value of one of the Company's investments in unconsolidated joint ventures. The Company considered the decline in fair value below the carrying value of $683,000 to be other-than-temporary. This impairment charge was recognized in the fourth quarter of 2012 and was related to the Company's United Kingdom reportable segment.

No impairment losses on unconsolidated joint ventures were recognized during the years ended December 31, 2011 or 2013.

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.

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Accounts Receivable/Deferred Rent Receivable

The Company's accounts receivable are comprised of rents and charges for property operating costs due from tenants. The Company's 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. The Company periodically performs a detailed review of amounts due from tenants to determine if accounts receivable and deferred rent receivable balances are collectible. Based on this review, accounts receivable and deferred rent 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 or the deferred rent receivable balance is subsequently deemed uncollectible, the receivable and allowance for doubtful account balance are written off.

The allowance for doubtful accounts at December 31, 2013 and 2012 was $7.8 million and $7.0 million , respectively. The Company had bad debt expense of $1.8 million and $540,000 for the years ended December 31, 2013 and 2012 , respectively, as well as a net recovery of bad debts of $1.9 million for the year ended December 31, 2011.

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 during the period that landlord services are rendered in accordance with Securities and Exchange Commission Staff Accounting Bulletin 104, " Revenue Recognition ," after the following conditions are met:


a.	the termination agreement is executed,


b.	the termination fee is determinable, and


c.	collectability of the termination fee is assured.

Deferred Financing and Leasing Costs

Costs incurred in connection with financing or leasing are capitalized and amortized on a straight line basis 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. Certain employees of the Company are compensated for leasing services related to the Company's properties. The compensation directly related to these leasing services is capitalized and amortized as a deferred leasing cost.

Fair Value of Financial Instruments

The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the following estimates are not necessarily indicative of the amounts the Company could have realized on disposition of the financial instruments at December 31, 2013 and December 31, 2012 . The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued interest, dividend and distributions payable and other liabilities are reasonable estimates of fair value because of the short-term nature of these instruments. The carrying value of the outstanding amounts under the Company's credit facility is also a reasonable estimate of fair value because interest rates float at a rate based on LIBOR.

The Company determines the fair value of its interest rate swaps by using the standard methodology of netting discounted future fixed cash payments with the discounted expected variable cash receipts. These variable cash receipts of interest rate swaps are based on expectations of future LIBOR interest rates (forward curves) estimated by observing market LIBOR interest rate curves. This is a Level 2 fair value calculation. Also, credit valuation adjustments are factored into the fair value calculations to account for potential nonperformance risk. These credit valuation adjustments were concluded to be not significant inputs for the fair value calculations for the periods presented.

The Company used a discounted cash flow model to determine the estimated fair value of its debt as of December 31, 2013 and December 31, 2012 . This is a Level 3 fair value calculation. The inputs used in preparing the discounted cash flow model include actual maturity dates and scheduled cash flows as well as estimates for market value discount rates. The Company updates the

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discounted cash flow model on a quarterly basis to reflect any changes in the Company's debt holdings and changes to discount rate assumptions.

The only significant unobservable input in the discounted cash flow model is the discount rate. For the fair value of the Company's unsecured notes, the Company uses a discount rate based on the indicative new issue pricing provided by lenders. For the Company's mortgage loans, the Company uses an estimate based on its knowledge of the mortgage market. The weighted average discount rate for the unsecured notes used as of December 31, 2013 was 3.90% compared to 2.70% at December 31, 2012 . The weighted average discount rate for the mortgage loans used as of December 31, 2013 was 4.00% compared to 4.12% at December 31, 2012 . An increase in the discount rate used in the discounted cash flow model would result in a decrease to the fair value of the Company's long-term debt. A decrease in the discount rate used in the discounted cash flow model would result in an increase to the fair value of the Company's long-term debt.

The following summarizes the changes in the fair value of the Company's mortgage loans and unsecured notes from December 31, 2012 to December 31, 2013 (in thousands):



	Mortgage Loans								Unsecured Notes
	Carrying Value			Fair Value			Fair Value Above (Below) Carrying Value		Carrying Value		Fair Value			Fair Value Above (Below) Carrying Value
As of December 31, 2012	$	302,855		$	330,109		$	27,254	$	2,258,751	$	2,511,515		$	252,764

Payoffs and amortization	(10,605		)	(10,605		)			—		—
Accretion of discount	—			—					816		—			(816		)
Issuances/assumptions	253,056			253,056					448,646		448,646			—
Changes in fair value assumptions				1,384			1,384				(195,330		)	(195,330		)

As of December 31, 2013	$	545,306		$	573,944		$	28,638	$	2,708,213	$	2,764,831		$	56,618

Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2013 and December 31, 2012 . Although as of the date of this report, management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2013 and current estimates of fair value may differ significantly from the amounts presented herein.

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 100% 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. 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 (including any alternative minimum tax) and may not be able to qualify as a REIT for the four subsequent taxable years. Even as a REIT, the Company may be subject to certain state and local income and property taxes, and to federal income and excise taxes on undistributed taxable income.

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 businesses that are not permitted REIT activities. The Company is also taxed in certain states, the United Kingdom, and Luxembourg. Accordingly, the Company has recognized federal, state and foreign income taxes in accordance with US GAAP, as applicable.

There are no uncertain tax positions or possibly significant unrecognized tax benefits that are reasonably expected to occur within the next 12 months. The Company's policy is to recognize interest accrued related to unrecognized benefits in interest expense and penalties in other expense. There were no interest or penalties deducted in any of the years ended December 31, 2013 , 2012 and 2011 and no interest and penalties accrued at December 31, 2013 or December 31, 2012 .

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Certain of the Company's taxable REIT subsidiaries had net operating loss carryforwards available of approximately $27.4 million as of December 31, 2013 . These carryforwards begin to expire in 2018 . The Company has considered estimated future taxable income and has determined that a valuation allowance for the full carrying value of net operating loss carryforwards is appropriate.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, certain state and local jurisdictions, the United Kingdom and Luxembourg. With few exceptions, the Company is no longer subject to U.S. federal, state, and local, or United Kingdom and Luxembourg examinations by tax authorities for years before 2007 .

The Federal tax cost basis of the wholly owned real estate was $7.4 billion and $6.1 billion at December 31, 2013 and 2012 , respectively.

Share Based Compensation

Share based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employees' requisite service period.

Derivative Financial Instruments

We borrow funds at a combination of fixed and variable rates. Borrowings under our revolving credit facility and certain bank mortgage loans bear interest at variable rates. Our long-term debt typically bears interest at fixed rates. Our interest rate risk management objectives are to limit generally the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we enter into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We generally do not hold or issue these derivative contracts for trading or speculative purposes. The interest rate on all of our variable rate debt is generally adjusted at one or three month intervals, subject to settlements under interest rate hedge contracts.

Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (for the Trust) and general partner's equity and limited partners' equity - common units (for the Operating Partnership) and is subsequently reclassified into interest expense in the period that the hedged forecasted transaction affects earnings.

Foreign Currency

The functional currency of the Company's United Kingdom operations is pounds sterling. The Company translates the financial statements for the United Kingdom operations into US dollars. For the Trust, gains and losses resulting from this translation are included in accumulated other comprehensive income (loss) as a separate component of shareholders' equity and a proportionate amount of gain or loss is allocated to noncontrolling interest - operating partnership - common units. For the Operating Partnership, gains and losses resulting from this translation are included in general partner's equity and limited partners' equity - common units. Upon sale or upon complete or substantially complete liquidation of the Company's foreign investment, the gain or loss on the sale will include the cumulative translation adjustments that have been previously recorded in accumulated other comprehensive income (loss) and noncontrolling interest - operating partnership - common units (for the Trust) and in general partner's equity and limited partners' equity - common units (for the Operating Partnership).

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3. INCOME PER COMMON SHARE OF THE TRUST

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



	2013					2012
	Income (Numerator)		Weighted Average Shares (Denominator)	Per Share		Income (Numerator)		Weighted Average Shares (Denominator)	Per Share
Basic income from continuing operations
Income from continuing operations net of noncontrolling interest	$	91,274	130,180	$	0.70	$	88,008	116,863	$	0.75
Dilutive shares for long-term compensation plans	—		729			—		831
Diluted income from continuing operations
Income from continuing operations net of noncontrolling interest	91,274		130,909	$	0.70	88,008		117,694	$	0.75
Basic income from discontinued operations
Discontinued operations net of noncontrolling interest	118,464		130,180	$	0.91	49,428		116,863	$	0.43
Dilutive shares for long-term compensation plans	—		729			—		831
Diluted income from discontinued operations
Discontinued operations net of noncontrolling interest	118,464		130,909	$	0.90	49,428		117,694	$	0.42
Basic income per common share
Net income available to common shareholders	209,738		130,180	$	1.61	137,436		116,863	$	1.18
Dilutive shares for long-term compensation plans	—		729			—		831
Diluted income per common share
Net income available to common shareholders	$	209,738	130,909	$	1.60	$	137,436	117,694	$	1.17

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	2011
	Income (Numerator)		Weighted Average Shares (Denominator)	Per Share
Basic income from continuing operations
Income from continuing operations net of noncontrolling interest	$	81,392	114,755	$	0.71
Dilutive shares for long-term compensation plans	—		748
Diluted income from continuing operations
Income from continuing operations net of noncontrolling interest	81,392		115,503	$	0.70
Basic income from discontinued operations
Discontinued operations net of noncontrolling interest	102,607		114,755	$	0.89
Dilutive shares for long-term compensation plans	—		748
Diluted income from discontinued operations
Discontinued operations net of noncontrolling interest	102,607		115,503	$	0.89
Basic income per common share
Net income available to common shareholders	183,999		114,755	$	1.60
Dilutive shares for long-term compensation plans	—		748
Diluted income per common share
Net income available to common shareholders	$	183,999	115,503	$	1.59

Dilutive shares for long-term compensation plans represent the unvested common shares outstanding during the year as well as the dilutive effect of outstanding options. The amounts of anti-dilutive options that were excluded from the computation of diluted income per common share as the exercise price was higher than the average share price of the Company in 2013 , 2012 and 2011 were 959,000 , 905,000 and 1,685,000 , respectively.

During the years ended December 31, 2013 , 2012 and 2011 , 504,000 , 841,000 and 256,000 common shares, respectively, were issued upon the exercise of options.

During the years ended December 31, 2013 , 2012 and 2011 , individuals acquired 157,285 , 94,895 and 119,987 common shares, respectively, in exchange for the same number of common units. These individuals acquired these common units in connection with their contributions to the Operating Partnership of certain assets in prior years. The exchange of common shares for the common units is exempt from the registration requirement of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereunder.

During the years ended December 31, 2013 , 2012 and 2011 , distributions per common share were $1.90 for each period.

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4. INCOME PER COMMON UNIT OF THE OPERATING PARTNERSHIP

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



	2013						2012
	Income (Numerator)			Weighted Average Units (Denominator)	Per Unit		Income (Numerator)			Weighted Average Units (Denominator)	Per Unit
Income from continuing operations net of noncontrolling interest - consolidated joint ventures	$	97,102					$	97,022
Less: Preferred unit distributions	(2,119		)				(9,902		)
Excess of preferred unit (redemption over carrying amount) carrying amount over redemption	(1,236		)				3,689
Basic income from continuing operations
Income from continuing operations available to common unitholders	93,747			133,858	$	0.70	90,809			120,623	$	0.75
Dilutive units for long-term compensation plans	—			729			—			831
Diluted income from continuing operations
Income from continuing operations available to common unitholders	93,747			134,587	$	0.70	90,809			121,454	$	0.75
Basic income from discontinued operations
Discontinued operations	121,839			133,858	$	0.91	51,004			120,623	$	0.43
Dilutive units for long-term compensation plans	—			729			—			831
Diluted income from discontinued operations
Discontinued operations	121,839			134,587	$	0.90	51,004			121,454	$	0.42
Basic income per common unit
Income available to common unitholders	215,586			133,858	$	1.61	141,813			120,623	$	1.18
Dilutive units for long-term compensation plans	—			729			—			831
Diluted income per common unit
Income available to common unitholders	$	215,586		134,587	$	1.60	$	141,813		121,454	$	1.17

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	2011
	Income (Numerator)			Weighted Average Units (Denominator)	Per Unit
Income from continuing operations net of noncontrolling interest - consolidated joint ventures	$	105,156
Less: Preferred unit distributions	(21,069		)
Basic income from continuing operations
Income from continuing operations available to common unitholders	84,087			118,624	$	0.71
Dilutive units for long-term compensation plans	—			748
Diluted income from continuing operations
Income from continuing operations available to common unitholders	84,087			119,372	$	0.70
Basic income from discontinued operations
Discontinued operations	106,065			118,624	$	0.89
Dilutive units for long-term compensation plans	—			748
Diluted income from discontinued operations
Discontinued operations	106,065			119,372	$	0.89
Basic income per common unit
Income available to common unitholders	190,152			118,624	$	1.60
Dilutive units for long-term compensation plans	—			748
Diluted income per common unit
Income available to common unitholders	$	190,152		119,372	$	1.59

Dilutive units for long-term compensation plans represent the unvested common units outstanding during the year as well as the dilutive effect of outstanding options. The amounts of anti-dilutive options that were excluded from the computation of diluted income per common unit as the exercise price was higher than the average unit price of the Company in 2013 , 2012 and 2011 were 959,000 , 905,000 and 1,685,000 , respectively.

During the years ended December 31, 2013 , 2012 and 2011 , 504,000 , 841,000 and 256,000 common units, respectively, were issued upon the exercise of options.

During the years ended December 31, 2013 , 2012 and 2011 , individuals acquired 157,285 , 94,895 and 119,987 common shares of the Trust in exchange for the same number of common units of the Operating Partnership. These individuals acquired these common units in connection with their contributions to the Operating Partnership of certain assets in prior years. The exchange of common shares for the common units is exempt from the registration requirement of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereunder.

During the years ended December 31, 2013 , 2012 and 2011 , distributions per common unit were $1.90 for each period.

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5. ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table sets forth the components of Accumulated Other Comprehensive Income (in thousands):



	December 31,
	2013			2012
Foreign Currency Translation:
Beginning balance	$	3,195		$	(241	)
Translation adjustment	5,397			3,436
Ending balance	8,592			3,195

Net unrealized gain on derivative instruments:
Beginning balance	—			—
Unrealized gains	1,584			—
Ending balance	1,584			—
Total accumulated other comprehensive income	10,176			3,195
Less: portion included in noncontrolling interest – operating partnership	(434		)	(295		)
Total accumulated other comprehensive income included in shareholders' equity	$	9,742		$	2,900

6. REAL ESTATE

The Company owns and operates industrial and office properties. The carrying value of these properties by type as of December 31, 2013 and 2012 is as follows (in thousands):



	Land	Building
	And Land	And		Accumulated
	Improvements	Improvements	Total	Depreciation
2013
Industrial properties	$708,484	$3,238,875	$3,947,359	$514,109
Office properties	430,971	1,905,883	2,336,854	543,571

2013 Total	$1,139,455	$5,144,758	$6,284,213	$1,057,680

2012
Industrial properties	$442,814	$2,064,928	$2,507,742	$496,208
Office properties	403,144	1,980,457	2,383,601	576,651

2012 Total	$845,958	$4,045,385	$4,891,343	$1,072,859

Depreciation expense was $162.5 million , $140.6 million and $144.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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Information on the operating properties the Company sold during the years ended December 31, 2013 and 2012 is as follows:

2013 Sales



		Number of	Leaseable
	Reportable Segment	Buildings	Square Feet	Gross Proceeds
				(in thousands)
Industrial -	Lehigh/Central PA	1	101,750	$	8,650
	Carolinas	1	59,200	2,000
	Other	2	80,635	4,422
Industrial/Office -	Minnesota	12	915,693	71,493
	Richmond/Hampton Roads	1	86,170	10,978
	Other	34	2,226,500	187,853
Office -	Philadelphia	2	656,350	103,650
	Southeastern PA	5	996,874	102,734
	Total	58	5,123,172	$	491,780

2012 Sales



		Number of	Leaseable
	Reportable Segment	Buildings	Square Feet	Gross Proceeds
				(in thousands)
Industrial -	Lehigh/Central PA	1	45,000	$	2,025
	Chicago/Milwaukee	20	996,115	69,861
	Carolinas	13	704,120	55,228
	Other	8	632,758	49,386
Industrial/Office -	South Florida	1	47,442	4,143
	Richmond/Hampton Roads	3	289,278	22,131
	Other	1	15,000	2,386
Office -	Southeastern PA	3	308,344	23,300
	Total	50	3,038,057	$	228,460

7. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

Listed below are the unconsolidated joint ventures in which the Company has a noncontrolling interest. The Company receives fees from these joint ventures for services it provides. These services include property management, leasing, development and administration. These fees are included in interest and other income in the accompanying consolidated statements of comprehensive income. The Company may also receive a promoted interest if certain return thresholds are met.

Liberty Venture I, LP

As of December 31, 2013 , the Company had a 25% interest in Liberty Venture I, LP, an entity engaged in the ownership of industrial properties in New Jersey. This joint venture is part of the Company's Industrial-Other reportable segment.

As of December 31, 2013 , the joint venture owned 23 industrial properties totaling 3.1 million square feet and 43 acres of developable land. The joint venture also had one property under development, which is expected to comprise, upon completion, 203,000 square feet and is expected to represent a Total Investment of $11.8 million .

The Company recognized $578,000 , $619,000 and $614,000 in fees for services during the years ended December 31, 2013 , 2012 and 2011 , respectively.

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Kings Hill Unit Trust

As of December 31, 2013 , the Company had a 20% interest in Kings Hill Unit Trust, an entity engaged in the ownership of office and industrial properties in the County of Kent, United Kingdom. This joint venture is part of the Company's United Kingdom reportable segment.

As of December 31, 2013 , the joint venture owned three industrial properties and 11 office properties totaling 490,000 square feet.

The Company had notes receivable from Kings Hill Unit Trust for an aggregate of $18.6 million and $14.4 million as of December 31, 2013 and 2012 , respectively. The notes receivable bear interest at rates of 2% to 10% and are due in February 2016 . These related party receivables are reflected in investments in and advances to unconsolidated joint ventures in the Company's consolidated balance sheets.

The Company had a receivable from Kings Hill Unit Trust for $133,000 and $109,000 as of December 31, 2013 and 2012 , respectively. This related party receivable is reflected in accounts receivable in the Company's consolidated balance sheets.

The Company had prepaid rent with Kings Hill Unit Trust for $47,000 and $46,000 as of December 31, 2013 and 2012, respectively. This related party asset is reflected in the prepaid expenses and other assets in the Company's consolidated balance sheets.

Income from fees and interest was $237,000 , $333,000 and $427,000 during the years ended December 31, 2013 , 2012 and 2011 , respectively.

Liberty Illinois, LP

As of December 31, 2013 , the Company had a 25% interest in Liberty Illinois, LP, an entity primarily engaged in the ownership of industrial properties in Illinois. This joint venture is part of the Company's Chicago/Milwaukee reportable segment.

As of December 31, 2013 , the joint venture owned 15 industrial properties totaling 5.1 million square feet and 335 acres of developable land.

The Company recognized $952,000 , $655,000 and $635,000 in fees for services during the years ended December 31, 2013 , 2012 and 2011 , respectively.

Blythe Valley JV Sarl

As of December 31, 2012, the Company had a 20% interest in Blythe Valley JV Sarl, an entity engaged in the ownership of office properties in the West Midlands, United Kingdom. This joint venture was part of the Company's United Kingdom reportable segment.

In October 2012, the joint venture defaulted on its mortgage loan. The mortgage loan was secured by all of the operating properties and land of the joint venture. In February 2013, the lender appointed a receiver, effectively taking control of the assets securing its loan. The Company no longer holds an interest in this joint venture.

During the year ended December 31, 2012, the joint venture recorded an impairment charge, the Company's share of which was sufficient to bring the Company's investment in the joint venture to zero . The Company's share of this impairment charge was $4.6 million and is reflected in equity in earnings (loss) of unconsolidated joint ventures in the Company's consolidated statements of comprehensive income.

The Company had a receivable from Blythe Valley JV Sarl for $127,000 as of December 31, 2012 . This related party receivable is reflected in accounts receivable in the Company's consolidated balance sheets. This receivable was collected during the year ended December 31, 2013.

The Company recognized $33,000 , $355,000 and $335,000 in fees for services during the years ended December 31, 2013 , 2012 and 2011 , respectively.

Liberty Washington, LP

As of December 31, 2013 , the Company had a 25% interest in Liberty Washington, LP, an entity engaged in the ownership of office properties in Northern Virginia and Washington, D.C. This joint venture's properties are part of the Company's Industrial/Office-Other and the Washington, D.C. reportable segment.

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As of December 31, 2013 , the joint venture owned 21 office properties totaling 2.4 million square feet and six acres of developable land.

The Company had a receivable from Liberty Washington, LP for $523,000 and $1.2 million as of December 31, 2013 and 2012 , respectively. This related party receivable is reflected as prepaid expenses and other assets in the Company's consolidated balance sheets.

The Company recognized $4.9 million , $4.5 million and $4.0 million in fees for services during the years ended December 31, 2013 , 2012 and 2011 , respectively.

Liberty/Commerz 1701 JFK Boulevard, LP

As of December 31, 2013 , the Company had a 20% interest in Liberty/Commerz 1701 JFK Boulevard, LP ("Liberty/Commerz"), an entity engaged in the ownership of a 1.25 million square foot office tower in Philadelphia, Pennsylvania. This joint venture is part of the Company's Philadelphia reportable segment.

The Company had a payable to this joint venture for $59,000 as of December 31, 2013 and a receivable from this joint venture for $266,000 as of December 31, 2012 . This related party payable and receivable are reflected in investments in and advances to unconsolidated joint ventures in the Company's consolidated balance sheets.

The Company had a receivable from this joint venture for $323,000 and $175,000 as of December 31, 2013 and 2012 , respectively. This related party receivable is reflected in prepaid expenses and other assets in the Company's consolidated balance sheets. Additionally, the Company had a receivable from this joint venture for $469,000 and $204,000 as of December 31, 2013 and 2012 , respectively. This related party receivable is reflected in accounts receivable in the Company's consolidated balance sheets.

The Company recognized $2.2 million , $2.2 million and $2.1 million in fees for services during the years ended December 31, 2013 , 2012 and 2011 respectively.

Other Joint Ventures

As of December 31, 2013 , the Company had a 50% ownership interest in four additional unconsolidated joint ventures. One of these joint ventures has four operating properties and an investment in land held for development and is part of the Company's Industrial/Office Other reportable segment. One of these joint ventures has one operating property and an investment in land held for development and is part of the Company's United Kingdom reportable segment. One of these joint ventures owns one acre of developable land and is part of the Company's Philadelphia reportable segment. The final joint venture has a leasehold interest and does not operate or own operating properties and is part of the Company's United Kingdom reportable segment. As of December 31, 2013 and 2012 , the Company had a $3.0 million note payable due to this joint venture. The note payable is interest free and is due upon written notice from the joint venture. This related party payable is reflected in investments in and advances to unconsolidated joint ventures in the Company's consolidated balance sheets.

The Company's share of each of the joint venture's earnings is included in equity in earnings of unconsolidated joint ventures in the accompanying consolidated statements of comprehensive income.

Summary Financial Data

The condensed balance sheets as of December 31, 2013 and 2012 and condensed statements of operations for Liberty Venture I, LP, Kings Hill Unit Trust, Liberty Illinois, LP, Blythe Valley JV Sarl (no remaining interest as of December 31, 2013), Liberty Washington, LP, Liberty/Commerz and the other unconsolidated joint ventures for the years ended December 31, 2013 , 2012 and 2011 are as follows (in thousands):

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Condensed Balance Sheets:



	December 31, 2013
	Liberty			Kings Hill			Liberty			Liberty			Liberty/
	Venture I, LP			Unit Trust			Illinois, LP			Washington, LP			Commerz			Other			Total
Real estate assets	$	129,354		$	182,220		$	261,375		$	887,452		$	494,150		$	70,274		$	2,024,825
Accumulated depreciation	(32,617		)	(25,006		)	(43,304		)	(131,064		)	(83,461		)	(8,456		)	(323,908		)
Real estate assets, net	96,737			157,214			218,071			756,388			410,689			61,818			1,700,917
Development in progress	2,226			—			—			—			—			—			2,226
Land held for development	2,842			—			42,770			2,000			—			47,549			95,161
Other assets	11,531			20,173			20,346			58,701			50,680			15,911			177,342
Total assets	$	113,336		$	177,387		$	281,187		$	817,089		$	461,369		$	125,278		$	1,975,646

Debt	$	72,121		$	97,091		$	140,400		$	319,856		$	321,401		$	43,151		$	994,020
Other liabilities	4,032			100,112			7,936			15,012			9,544			9,846			146,482
Equity	37,183			(19,816		)	132,851			482,221			130,424			72,281			835,144
Total liabilities and equity	$	113,336		$	177,387		$	281,187		$	817,089		$	461,369		$	125,278		$	1,975,646

Company's net investment in
unconsolidated joint ventures (1)	$	8,551		$	12,772		$	21,688		$	72,981		$	24,740		$	38,923		$	179,655



	December 31, 2012
	Liberty			Kings Hill			Liberty			Blythe Valley			Liberty			Liberty/
	Venture I, LP			Unit Trust			Illinois, LP			JV Sarl			Washington, LP			Commerz			Other			Total
Real estate assets	$	129,296		$	193,628		$	259,786		$	124,204		$	929,790		$	494,045		$	69,680		$	2,200,429
Accumulated depreciation	(28,849		)	(22,666		)	(36,978		)	(23,764		)	(116,072		)	(69,572		)	(6,853		)	(304,754		)
Real estate assets, net	100,447			170,962			222,808			100,440			813,718			424,473			62,827			1,895,675
Land held for development	2,760			—			42,734			38,683			2,000			—			23,193			109,370
Other assets	9,845			13,736			14,974			10,934			62,647			50,638			14,294			177,068
Total assets	$	113,052		$	184,698		$	280,516		$	150,057		$	878,365		$	475,111		$	100,314		$	2,182,113

Debt	$	73,426		$	117,308		$	140,400		$	192,803		$	341,804		$	324,000		$	43,946		$	1,233,687
Other liabilities	3,754			77,832			7,675			80,326			21,989			9,257			6,173			207,006
Equity	35,872			(10,442		)	132,441			(123,072		)	514,572			141,854			50,195			741,420
Total liabilities and equity	$	113,052		$	184,698		$	280,516		$	150,057		$	878,365		$	475,111		$	100,314		$	2,182,113

Company's net investment in
unconsolidated joint ventures (1)	$	8,205		$	10,341		$	21,331		$	—		$	76,965		$	27,305		$	24,874		$	169,021

(1)

Differences between the Company's net investment in unconsolidated joint ventures and its underlying equity in the net assets of the venture are primarily a result of impairments related to the Company's investment in unconsolidated joint ventures, the deferral of gains associated with the sales of properties to joint ventures in which the Company retains an ownership interest and loans made to the joint ventures by the Company. These adjustments have resulted in an aggregate difference reducing the Company's investments in unconsolidated joint ventures by $41.7 million and $28.5 million as of December 31, 2013 and 2012 , respectively. Differences between historical cost basis and the basis reflected at the joint venture level (other than loans) are typically depreciated over the life of the related asset.

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Condensed Statements of Operations ⁽²⁾ :



	Year Ended December 31, 2013
	Liberty			Kings Hill			Liberty			Liberty			Liberty/
	Venture I, LP			Unit Trust			Illinois, LP			Washington, LP			Commerz			Other			Total
Total revenue	$	16,238		$	12,701		$	24,455		$	75,821		$	62,411		$	8,415		$	200,041
Operating expense	5,248			4,187			8,353			27,549			23,074			2,636			71,047
	10,990			8,514			16,102			48,272			39,337			5,779			128,994

Interest	(5,318		)	(5,133		)	(8,348		)	(18,946		)	(20,391		)	(2,933		)	(61,069		)
Depreciation and amortization	(4,414		)	(3,829		)	(7,382		)	(28,392		)	(14,734		)	(1,870		)	(60,621		)
Other income/(expense)	53			71			38			122			(233		)	(37		)	14
Income (loss) from discontinued operations	—			(5,647		)	—			(8,731		)	—			—			(14,378		)
Net income (loss)	$	1,311		$	(6,024	)	$	410		$	(7,675	)	$	3,979		$	939		$	(7,060	)

Company's equity in earnings (loss)
of unconsolidated joint ventures	$	530		$	(908	)	$	618		$	3,748		$	1,406		$	673		$	6,067



	Year Ended December 31, 2012
	Liberty			Kings Hill			Liberty			Blythe Valley			Liberty			Liberty/
	Venture I, LP			Unit Trust			Illinois, LP			JV Sarl			Washington, LP			Commerz			Other			Total
Total revenue	$	15,328		$	15,642		$	22,156		$	14,278		$	81,128		$	62,484		$	7,481		$	218,497
Operating expense	5,277			4,237			8,093			3,921			27,901			22,935			2,392			74,756
	10,051			11,405			14,063			10,357			53,227			39,549			5,089			143,741

Interest	(5,402		)	(6,520		)	(8,348		)	(12,130		)	(21,260		)	(20,501		)	(2,989		)	(77,150		)
Depreciation and amortization	(3,930		)	(3,731		)	(7,395		)	(4,148		)	(28,749		)	(15,411		)	(1,885		)	(65,249		)
Other income/(expense)	40			(160		)	31			211			149			(80		)	21			212
Impairment	—			—			—			(77,026		)	—			—			—			(77,026		)
Net income (loss)	$	759		$	994		$	(1,649	)	$	(82,736	)	$	3,367		$	3,557		$	236		$	(75,472	)

Company's equity in earnings (loss) of
unconsolidated joint ventures	$	306		$	352		$	106		$	(5,610	)	$	3,243		$	1,304		$	(382	)	$	(681	)



	Year Ended December 31, 2011
	Liberty			Kings Hill			Liberty			Blythe Valley			Liberty			Liberty/
	Venture I, LP			Unit Trust			Illinois, LP			JV Sarl			Washington, LP			Commerz			Other			Total
Total revenue	$	17,008		$	16,389		$	20,245		$	13,950		$	76,811		$	62,225		$	7,212		$	213,840
Operating expense	5,912			3,372			8,055			3,942			27,074			20,575			1,869			70,799
	11,096			13,017			12,190			10,008			49,737			41,650			5,343			143,041

Interest	(5,472		)	(5,979		)	(8,348		)	(14,991		)	(22,998		)	(20,445		)	(3,169		)	(81,402		)
Depreciation and amortization	(4,088		)	(4,219		)	(7,342		)	(4,951		)	(28,618		)	(15,494		)	(1,793		)	(66,505		)
Other income/(expense)	985			(511		)	(56		)	(191		)	125			(2,046		)	(509		)	(2,203		)
Gain (loss) on sale	1,515			—			—			(1,605		)	—			—			1,253			1,163
Net income (loss)	$	4,036		$	2,308		$	(3,556	)	$	(11,730	)	$	(1,754	)	$	3,665		$	1,125		$	(5,906	)

Company's equity in earnings (loss)
of unconsolidated joint ventures	$	1,212		$	637		$	(394	)	$	(1,898	)	$	1,889		$	1,314		$	736		$	3,496

(2) The years ended December 31, 2012 and 2011 have not been restated for discontinued operations.

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8. DEFERRED FINANCING AND LEASING COSTS

Deferred financing and leasing costs were comprised of the following as of December 31, 2013 and 2012 (in thousands):



	December 31,
	2013			2012
Deferred financing costs	$	36,882		$	32,023
Deferred leasing costs	193,015			188,181
Intangible - market rent	19,411			6,935
Intangible - origination value	118,077			25,577
	367,385			252,716
Accumulated amortization:
Deferred financing costs	(17,536		)	(14,465		)
Deferred leasing costs	(92,462		)	(92,580		)
Intangible - market rent	(4,185		)	(2,569		)
Intangible - origination value	(26,595		)	(13,773		)
	(140,778		)	(123,387		)
Deferred financing and leasing costs, net	$	226,607		$	129,329

Amortization of deferred financing costs was $4.1 million , $4.9 million and $5.4 million for the years ended December 31, 2013 , 2012 and 2011 , respectively. Amortization of deferred leasing costs and intangible - origination value was $39.2 million , $24.0 million and $24.6 million for the years ended December 31, 2013 , 2012 and 2011 , respectively.

As of December 31, 2013 , the remaining weighted-average amortization period was 3.7 years for intangible - market rent and 4.5 years for intangible - origination value.

The table above includes intangible - market rent assets. There were also $9.1 million and $5.4 million of unamortized market rent - intangible liabilities as of December 31, 2013 and 2012 , respectively. Amortization of the aggregate asset and liability for intangible - market rent was expense of $290,000 for the year ended December 31, 2013 , and was income of $491,000 and $536,000 for the years ended December 31, 2012 and 2011 , respectively. These amounts were included as a decrease or increase in rental revenue in the accompanying consolidated statements of comprehensive income as appropriate.

The aggregate amortization of intangible - market rent is a decrease (increase) in rental revenue over the next five years and thereafter as follows (in thousands):



2014	$	2,628
2015	2,039
2016	1,542
2017	579
2018	176
Thereafter	(864		)
Total	$	6,100

The aggregate amortization expense for intangible - origination value for the next five years and thereafter is as follows (in thousands):



2014	$	29,808
2015	21,720
2016	16,193
2017	10,180
2018	5,782
Thereafter	7,799
Total	$	91,482

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9. INDEBTEDNESS

Overview

Indebtedness consists of mortgage loans, unsecured notes, and borrowings under a credit facility. The weighted average interest rates for the years ended December 31, 2013 , 2012 and 2011 were 5.1% , 5.3% and 5.8% , respectively. Interest costs during the years ended December 31, 2013 , 2012 and 2011 in the amount of $9.6 million , $9.9 million and $3.0 million , respectively, were capitalized. Cash paid for interest for the years ended December 31, 2013 , 2012 and 2011 was $143.2 million , $132.2 million and $134.3 million , respectively.

The Company is subject to financial covenants contained in some of its debt agreements, the most restrictive of which are detailed below under the heading "Credit Facility." As of December 31, 2013 , the Company was in compliance with all financial covenants.

The scheduled principal amortization and maturities of the Company's mortgage loans, unsecured notes outstanding and the Credit Facility (as defined below) and the related weighted average interest rates at December 31, 2013 are as follows (in thousands, except percentages):



											Weighted
	Mortgages										Average
	Principal		Principal		Unsecured		Credit				Interest
	Amortization		Maturities		Notes		Facility		Total		Rate

2014	$	11,088	$	2,696	$	199,953	$	—	$	213,737	5.63	%
2015	12,138		44,469		315,869		—		372,476		5.16	%
2016	11,720		182,318		299,362		—		493,400		6.08	%
2017	10,916		2,349		295,861		—		309,126		6.57	%
2018	8,730		27,051		99,968		—		135,749		6.80	%
2019	8,680		50,043		—		—		58,723		3.99	%
2020	4,280		67,361		349,441		—		421,082		4.83	%
2021	2,716		65,008		—		—		67,724		4.06	%
2022	2,172		—		399,342		—		401,514		4.14	%
2023 and thereafter	29,625		1,946		748,417		—		779,988		4.03	%
	$	102,065	$	443,241	$	2,708,213	$	—	$	3,253,519	5.05	%

Mortgage Loans, Unsecured Notes

Mortgage loans with maturities ranging from 2014 to 2033 are collateralized by and in some instances cross-collateralized by properties with a net book value of $997.3 million as of December 31, 2013 .

The interest rates on $3,237.5 million of mortgage loans (including $105.2 million fixed via a swap arrangement - see Footnote 21 - Derivative Instruments) and unsecured notes are fixed and range from 3.0% to 7.5% . The weighted average remaining term for the mortgage loans and unsecured notes is 5.9 years.

Credit Facility

The Company has maintained an unsecured credit facility throughout 2011 , 2012 and 2013 . During that period the Company has replaced, restated and amended its credit facility. This activity has resulted in changes to due dates, borrowing costs and covenant calculations. As replaced, restated and amended these credit facilities are referred to below as the "Credit Facility." The interest rate on borrowings under the Credit Facility fluctuates based upon ratings from Moody’s Investors Service, Inc., Standard and Poor’s Ratings Group and Fitch, Inc. Based on the Company's ratings as of December 31, 2013, borrowings under the Credit Facility would bear interest at LIBOR plus 107.5 basis points. The Credit Facility expires in November 2015 and has a one -year extension option at the Company's option, subject to the payment of a stated fee. The 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. There were no borrowings outstanding under the Credit Facility at December 31, 2013. There is also a 20 basis point annual facility fee on the current borrowing capacity. The 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;

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•	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% .

Activity

In October 2013, as part of the Cabot Acquisition, the Company assumed $229.8 million in mortgages bearing interest at a weighted average rate of 5.85% with maturity dates from 2018 to 2021 .

In February 2012, the Company closed on a mortgage with $45.0 million of available funds bearing interest at 4.84% and maturing in 2033 . As of December 31, 2013, there was $44.5 million outstanding on this loan. The net proceeds from this mortgage were used for construction costs on a property under development that was placed in service during the year ended December 31, 2013.

In June 2012, the Company issued $400.0 million of 4.125% senior unsecured notes due 2022 . The net proceeds from this issuance were used to repay borrowings under the Company's unsecured credit facility and for general corporate purposes.

In August 2012, the Company used proceeds from its unsecured credit facility together with available cash on hand to repay $230.1 million of 10 -year, 6.375% senior unsecured notes due August 2012 .

During the year ended December 31, 2011, the Company used proceeds from its Credit Facility together with available cash on hand to repay $246.5 million principal value of 7.25% senior notes.

10. LEASING ACTIVITY

Future minimum rental payments due from tenants under noncancelable operating leases as of December 31, 2013 are as follows (in thousands):



2014	$	555,691
2015	498,377
2016	417,793
2017	328,969
2018	255,675
Thereafter	819,870
TOTAL	$	2,876,375

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 comprehensive income.

11. NONCONTROLLING INTEREST - OPERATING PARTNERSHIP / LIMITED PARTNERS' EQUITY - PREFERRED UNITS

As of December 31, 2013 , the Company had outstanding the following cumulative preferred units of the Operating Partnership:



ISSUE	AMOUNT		UNITS	LIQUIDATION PREFERENCE	DIVIDEND RATE
	(in 000’s)
Series I-2	$	7,537	301	$25	6.25	%

The preferred units are putable at the holder's option at any time and are callable at the Operating Partnership's option after a stated period of time for cash.

Preferred distributions related to the Series I units were $471,000 for each of the years ended December 31, 2013 and 2012 and $57,000 for the year ended December 31, 2011.

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12. SHAREHOLDERS' EQUITY - TRUST

Common Shares

The Company paid to holders of its common shares and holders of its common units distributions of $247.4 million , $229.7 million and $226.0 million during the years ended December 31, 2013 , 2012 and 2011 , respectively. On a per share basis, the Company paid common share and common unit distributions of $1.90 during each of the years ended December 31, 2013 , 2012 and 2011 .

The following unaudited table summarizes the taxability of common share distributions (taxability for 2013 is estimated):



	2013		2012		2011

Ordinary dividend	$	1.4312	$	1.5036	$	1.4300
Qualified dividend	—		—		—
Capital gain - 15%	—		—		0.1708
Capital gain - 20%	0.0016		—		—
IRC Sec 1250 unrecapture gain - 25%	0.4672		0.0164		0.2992
Return of capital	—		0.3800		—

Total	$	1.9000	$	1.9000	$	1.9000

The Company's tax return for the year ended December 31, 2013 has not been filed. The taxability information presented for the 2013 distributions is based upon the best available data. The Company's prior 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.

Common Shares Held in Treasury

The Company has 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).

The Company purchased no common shares under the share repurchase plan during 2013 , 2012 or 2011 .

Common units

The common units of the Operating Partnership not held by the Trust outstanding as of December 31, 2013 have the same economic characteristics as common shares of the Trust. The 3,556,566 outstanding common units of the Operating Partnership not held by the Trust share proportionately in the net income or loss and in any distributions of the Operating Partnership. The common units of the Operating Partnership not held by the Trust are redeemable at any time at the option of the holder. The Trust, as the sole general partner of the Operating Partnership, may at its option elect to settle the redemption in cash or through the exchange on a one -for- one basis with unregistered common shares of the Trust. The market value of the 3,556,566 outstanding common units based on the closing price of the common shares of the Company at December 31, 2013 was $ 120.5 million .

No common units were issued in connection with acquisitions during 2013 , 2012 or 2011 .

Preferred units

The Operating Partnership had no outstanding cumulative redeemable preferred units of the Operating Partnership as of December 31, 2013 . During the year ended December 31, 2013, the Company redeemed or repurchased $20.0 million of outstanding 7.00% Series E Cumulative Redeemable Preferred Units, $17.5 million of outstanding 6.65% Series F Cumulative Redeemable Preferred Units and $27.0 million of outstanding 6.70% Series G Cumulative Redeemable Preferred Units, all at par. In connection with these redemptions and repurchases, the Company wrote off $1.2 million in origination costs. This amount was included in noncontrolling interest - operating partnership in the Trust's consolidated statements of comprehensive income.

During the year ended December 31, 2012, the Company redeemed $32.5 million of outstanding 6.65% Series F Cumulative Redeemable Preferred Units for $26.0 million . Also, the Company redeemed $95.0 million of outstanding 7.45% Series B Cumulative Redeemable Preferred Units and $100.0 million of outstanding 7.40% Series H Cumulative Redeemable Preferred Units at par. In connection with these redemptions, during the year ended December 31, 2012, the Company recognized a $3.7

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million net gain relating to the excess of preferred unit carrying amount over redemption price net of certain costs. This amount was included in noncontrolling interest - operating partnership in the Trust's consolidated statements of comprehensive income.

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



	2013	2012	2011
Distributions (in millions)	$1.6	$9.9	$21.0
Distribution per unit:
Series B	—	$0.45	$1.86
Series E	$1.21	$3.50	$3.50
Series F	$1.32	$1.43	$3.33
Series G	$1.33	$3.35	$3.35
Series H	—	$0.77	$1.85

As of December 31, 2013 , the Company had 16,013,000 authorized but unissued preferred shares.

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 satisfying its obligations under the Dividend Reinvestment and Share Purchase Plan. During the years ended December 31, 2013 , 2012 , and 2011 , 1,248,842 , 1,037,712 , and 1,181,776 common shares, respectively, were issued through the Dividend Reinvestment and Share Purchase Plan. The Company used the proceeds to pay down outstanding borrowings under the Company's Credit Facility and for general corporate purposes.

Continuous Equity Offering

The Company has a continuous equity offering program in place for up to $200 million of equity. During the year ended December 31, 2013 , the Company sold 1.9 million common shares through this program. The aggregate proceeds from the offering of $75.0 million were used to pay down outstanding borrowings under the Company's unsecured credit facility and for general corporate purposes. The Company did not sell any common shares pursuant to a continuous offering program during 2012 or 2011.

Noncontrolling Interest - Consolidated Joint Ventures

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

13. OWNERS' EQUITY - OPERATING PARTNERSHIP

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 Operating Partnership and certain subsequent acquisitions. The common units outstanding as of December 31, 2013 have the same economic characteristics as common shares of the Trust. The 3,556,566 outstanding common units are the limited partners' equity - common units held by persons and entities other than the Trust, the general partner of the Operating Partnership, which holds a number of common units equal to the number of outstanding common shares of beneficial interest. Both the common units held by the Trust and the common units held by persons and entities other than the Trust are counted in the weighted average number of common units outstanding during any given period. The 3,556,566 outstanding 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 market value of the 3,556,566 outstanding common units at December 31, 2013 based on the closing price of the common shares of the Company at December 31, 2013 was $ 120.5 million .

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Preferred Units

The Operating Partnership paid the following Equity Preferred Unit distributions for the years ended December 31:



	2013	2012	2011
Distributions (in millions)	$1.6	$9.9	$21.0
Distribution per unit:
Series B	—	$0.45	$1.86
Series E	$1.21	$3.50	$3.50
Series F	$1.32	$1.43	$3.33
Series G	$1.33	$3.35	$3.35
Series H	—	$0.77	$1.85

Continuous Equity Offering

The Company has a continuous equity offering program in place for up to $200 million of equity. During year ended December 31, 2013 , the Company sold 1.9 million common shares through this program. The aggregate proceeds from the offering of $75.0 million were used to pay down outstanding borrowings under the Company's unsecured credit facility and for general corporate purposes. The Company did not sell any common shares pursuant to a continuous offering program during 2012 or 2011.

Noncontrolling Interest - Consolidated Joint Ventures

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

14. 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 $923,000 , $865,000 and $768,000 for the years ended December 31, 2013 , 2012 and 2011 , respectively.

15. SHARE BASED COMPENSATION

Compensation Plans

The Company has a share-based compensation plan (the "Plan") which is utilized to compensate key employees, non-employee trustees and consultants. In addition, the Company has a 2008 Long-Term Incentive Plan (the "2008 Plan") which is applicable to the Company's executive officers. Pursuant to both the Plan and the 2008 Plan, grants of stock options, restricted shares and restricted stock units have been made. The Company has authorized the grant of shares and options under the Plan and the 2008 Plan of up to 21.1 million common shares of the Company.

Options

All options granted have a 10 -year term and most options vest and are expensed 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.

Share based compensation cost related to options for the years ended December 31, 2013 , 2012 and 2011 was $1.6 million , $1.7 million and $1.7 million , respectively.

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The fair value of share option awards is estimated on the date of the grant using the Black-Scholes option valuation model. The following weighted-average assumptions were utilized in calculating the fair value of options granted during the periods indicated:



	Year Ended December 31,
	2013	2012	2011
Risk-free interest rate	1.1%	1.1%	2.1%
Dividend yield	5.4%	5.7%	6.1%
Historical volatility factor	0.356	0.377	0.366
Weighted-average expected life	6 years	5 years	5 years

The historical volatility factor is based on the Company's historical share prices. The weighted-average expected life is based on the contractual term of the options as well as the historical periods held before exercise.

A summary of the Company's share option activity and related information for the year ended December 31, 2013 follows:



	Options (000s)		Weighted Average Exercise Price
Outstanding January 1, 2013	2,662		$35.50
Granted	228		38.78
Exercised	(505	)	30.22
Forfeited	(30	)	39.66
Outstanding December 31, 2013	2,355		$36.90
Exercisable at December 31, 2013	1,795		$37.14

The weighted average fair value of options granted during the years ended December 31, 2013 , 2012 and 2011 was $7.18 , $6.55 and $6.17 , respectively. Exercise prices for options outstanding as of December 31, 2013 ranged from $20.32 to $49.74 . The weighted average remaining contractual life of the options outstanding and exercisable at December 31, 2013 was 5.0 years and 3.9 years, respectively.

During the years ended December 31, 2013 , 2012 and 2011 , the total intrinsic value of share options exercised (the difference between the market price at exercise and the price paid by the individual to exercise the option) was $4.9 million , $5.9 million and $900,000 , respectively. As of December 31, 2013 , 920,000 of the options outstanding and exercisable had an exercise price higher than the closing price of the Company's common shares and are considered to have no intrinsic value at that date. As of December 31, 2013 , 870,000 options outstanding and exercisable had an exercise price lower than the closing price of the Company's common shares. The aggregate intrinsic value of these options was $2.9 million at that date. The total cash received from the exercise of options for the years ended December 31, 2013 , 2012 and 2011 was $15.2 million , $22.9 million and $7.6 million , respectively. The Company has historically issued new shares to satisfy share option exercises.

As of December 31, 2013 , there was $458,000 of unrecognized compensation costs related to nonvested options granted under the Plan. That cost is expected to be recognized over a weighted average period of 0.7 years.

Long Term Incentive Shares ("LTI")

Restricted LTI share grants made under the Plan are valued at the grant date fair value, which is the market price of the underlying common shares, and vest ratably over a 5 -year period beginning with the first anniversary of the grant.

During 2013 , 2012 and 2011 , the Company granted restricted stock units to the executive officers pursuant to the 2008 Plan. For the chief executive officer's award, a portion of the restricted stock units will vest up to 272% at the end of a three-year period for the 2013 and 2012 awards and will vest up to 200% at the end of a 3 -year period for the 2011 award. For the other executives, a portion of the restricted stock units will vest up to 200% at the end of a 3 -year period for the 2013, 2012 and 2011 awards. A portion ("First Portion") of the award vests based on whether the Company's total return exceeds the average total returns of a selected group of peer companies. The grant date fair value of the First Portion was calculated based on a Monte Carlo simulation model and was determined to be 150% and 159% of the market value of a common share as of the grant date ("Market Value") for the chief executive officer and 121% and 127% of the Market Value for the other executives for the 2013 and 2012 grants, respectively. For the 2011 grant, this calculation was the same for all executives and was 146% of the Market Value. The First Portion is amortized over the respective 3 -year period subject to certain accelerated vesting due to the age and years of service of certain executive officers. Another portion ("Second Portion") of the award vests based on the Company's Funds from operations. Targets are established for each of the 3 years in the relevant award period. Depending on how each year's performance compares to the projected performance for that year, the restricted stock units are deemed earned and will vest at the end of the award period.

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The fair value of the Second Portion is based on the market value of a common share as of the grant date and is being amortized to expense during the period from grant date to the vesting dates, adjusting for the expected level of vesting that is anticipated to occur at those dates also subject to certain accelerated vesting provisions as described above.

Share-based compensation cost related to restricted LTI share grants for the years ended December 31, 2013 , 2012 and 2011 were $9.1 million , $8.7 million and $8.2 million , respectively.

The Company's restricted LTI share activity for the year ended December 31, 2013 is as follows:



	Shares (000s)		Weighted Avg. Grant Date Fair value
Nonvested at January 1, 2013	849		$32.94
Granted	251		39.42
Vested	(310	)	31.98
Forfeited	(4	)	34.69
Nonvested at December 31, 2013	786		$35.37

The weighted average fair value of restricted shares granted during the years ended December 31, 2013 , 2012 and 2011 was $39.42 , $34.61 and $33.62 per share, respectively. As of December 31, 2013 , there was $13.0 million of total unrecognized compensation cost related to nonvested shares granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.5 years. The total fair value of restricted shares vested during the years ended December 31, 2013 , 2012 and 2011 was $9.9 million , $8.7 million and $6.2 million , respectively.

Bonus Shares

The Plan provides that employees of the Company may elect to receive bonuses or commissions in the form of common shares in lieu of cash ("Bonus Shares"). By making such election, the employee receives shares equal to 120% of the cash value of the bonus or commission, less applicable withholding tax. Bonus Shares issued for the years ended December 31, 2013 , 2012 and 2011 were 79,271 , 80,573 and 85,471 , respectively. Share-based compensation cost related to Bonus Shares for the years ended December 31, 2013 , 2012 and 2011 was $3.1 million , $2.9 million and $2.8 million , respectively.

Profit Sharing Plan

The Plan provides that employees of the Company, below the officer level, may receive up to 5% of base pay in the form of cash contributions to an investment account depending on Company performance. Compensation cost related to the profit sharing plan for the years ended December 31, 2013 , 2012 and 2011 was $698,000 , $564,000 and $868,000 respectively.

An additional 6,637,761 , 7,156,179 and 7,899,926 common shares were reserved for issuance for future grants under the Plan and the 2008 Plan at December 31, 2013 , 2012 and 2011 , respectively.

Employee Share Purchase Plan

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. There were 16,793 , 18,611 and 18,818 shares issued, in accordance with the ESPP, during the years ended December 31, 2013 , 2012 and 2011 , respectively. Share-based compensation cost related to the ESPP for the years ended December 31, 2013 , 2012 and 2011 was $71,000 , $99,000 and $67,000 , respectively.

16. COMMITMENTS AND CONTINGENCIES

Environmental Matters

Substantially all of the Properties and land were subject to Phase I Environmental Assessments and when appropriate Phase II Environmental Assessments (together, the “Environmental Assessments”) obtained in contemplation of their acquisition by the Company. 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.

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Operating Ground Lease Agreements

Future minimum rental payments under the terms of all non-cancelable operating ground leases under which the Company is the lessee, as of December 31, 2013 , were as follows (in thousands):



Year	Amount
2014	$	203
2015	203
2016	203
2017	203
2018	203
2019 though 2034	2,981
Total	$	3,996

Operating ground lease expense incurred by the Company during the years December 31, 2013 , 2012 and 2011 totaled $210,000 , $162,000 and $219,000 , respectively.

Legal Matters

From time to time, the Company is a party to a variety of legal proceedings, claims and assessments arising in the normal course of business. The Company believes that as of December 31, 2013 there were no legal proceedings, claims or assessments expected to have a material adverse effect on the Company’s business or financial statements.

Other

As of December 31, 2013 , the Company had letter of credit obligations of $4.3 million related to development requirements. The Company believes that it is remote that there will be a draw upon these letter of credit obligations.

As of December 31, 2013 , the Company had 16 buildings under development. These buildings are expected to contain a total of 5.0 million square feet of leaseable space and represent an anticipated aggregate investment of $380.8 million . At December 31, 2013 , Development in Progress totaled $209.2 million . In addition, as of December 31, 2013 , the Company had invested $11.1 million in deferred leasing costs related to these development buildings. Also, the Company had a signed commitment for an inventory development not yet commenced for an anticipated investment of $13.1 million .

As of December 31, 2013 , the Company was committed to $16.2 million in improvements on certain land parcels.

As of December 31, 2013 , the Company was obligated to pay tenants for allowances for tenant improvements not yet completed for a maximum of $38.1 million .

As of December 31, 2013 , the Company was committed to $52.8 million in future land purchases.

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.

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17. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

A summary of quarterly results of operations for the years ended December 31, 2013 and 2012 follows. Certain 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,
	2013	2013	2013	2013	2012	2012	2012	2012

Operating revenue	$192,427	$155,349	$151,026	$147,128	$144,431	$140,515	$137,987	$137,346
Income from continuing operations	19,911	23,406	29,611	24,827	23,776	22,358	24,725	25,888
Discontinued operations	51,832	6,544	13,633	49,830	16,795	7,539	12,956	13,714
Net income	71,743	29,950	43,244	74,657	40,571	29,897	37,681	39,602
Income per common share - basic (1)	0.48	0.21	0.33	0.60	0.33	0.24	0.29	0.32
Income per common share - diluted (1)	0.48	0.21	0.33	0.60	0.32	0.24	0.29	0.32


(1)	The sum of quarterly financial data may vary from the annual data due to rounding.

18. SEGMENT INFORMATION

The Company operates its portfolio of industrial and office properties throughout the United States and the United Kingdom. During the year ended December 31, 2013 , the Company realigned its reportable segments as follows.

Industrial:


•	Lehigh/Central PA;


•	Chicago/Milwaukee;


•	Houston;


•	Carolinas;


•	Other.

The Industrial-Other category includes: Orlando; New Jersey; Maryland; Cincinnati, Columbus and Indianapolis; Dallas; Atlanta; Southern California.

Industrial/Office:


•	Minnesota;


•	South Florida;


•	Richmond/Hampton Roads;


•	Arizona;


•	United Kingdom;


•	Other.

The Industrial/Office Other category includes: Jacksonville; Tampa; Seattle/Puget Sound, Boston, Delaware and Memphis; Northern Virginia.

Office:


•	Philadelphia;


•	Southeastern PA;


•	Washington D.C.

Comparative prior periods have been restated to reflect current segment disclosures.

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The Company evaluates the performance of its reportable segments based on net operating income. Net operating income includes operating revenue from external customers, real estate taxes, amortization of lease transaction costs and other operating expenses which relate directly to the management and operation of the assets within each reportable segment.

The Company's accounting policies for the segments are the same as those used in the Company's consolidated financial statements. There are no material inter-segment transactions.

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The operating information by reportable segment is as follows (in thousands):



		Year ended
		December 31,
		2013			2012			2011
Operating revenue
Industrial -	Lehigh/Central PA	$	101,101		$	96,804		$	99,311
	Chicago/Milwaukee	18,083			9,780			21,973
	Houston	37,773			30,172			27,325
	Carolinas	30,243			28,667			32,470
	Other	104,387			93,667			101,004
Industrial/Office -	Minnesota	62,415			57,331			55,886
	South Florida	38,464			35,628			36,792
	Richmond/Hampton Roads	40,247			41,395			49,714
	Arizona	26,559			23,033			21,083
	United Kingdom	7,669			4,690			4,408
	Other	81,487			73,126			72,608
Office -	Philadelphia	31,690			28,153			28,129
	Southeastern PA	165,248			169,645			174,063
	Washington D.C.	13,599			5,207			448
Segment-level operating revenue		758,965			697,298			725,214

Reconciliation to total operating revenues
	Discontinued operations	(113,586		)	(137,476		)	(191,723		)
	Other	551			457			208
Total operating revenue		$	645,930		$	560,279		$	533,699

Net operating income
Industrial -	Lehigh/Central PA	$	68,504		$	65,566		$	64,786
	Chicago/Milwaukee	11,726			5,329			10,581
	Houston	22,632			17,862			16,379
	Carolinas	20,434			18,733			19,471
	Other	60,531			51,863			54,802
Industrial/Office -	Minnesota	30,016			26,348			27,701
	South Florida	20,943			18,921			19,431
	Richmond/Hampton Roads	24,063			24,762			29,324
	Arizona	17,189			14,228			13,453
	United Kingdom	1,924			(257		)	(178		)
	Other	50,456			43,711			44,692
Office -	Philadelphia	23,587			20,527			20,504
	Southeastern PA	91,193			98,729			101,982
	Washington D.C.	6,807			2,908			(1,134		)
Segment-level net operating income		450,005			409,230			421,794

Reconciliation to income from continuing operations
	Interest expense (1)	(143,018		)	(123,146		)	(131,046		)
	Depreciation/amortization expense (2)	(138,343		)	(104,643		)	(106,487		)
	Gain on property dispositions	8,676			3,080			5,025
	Equity in earnings (loss) of unconsolidated joint ventures	6,067			(681		)	3,496
	General and administrative expense (2)	(50,998		)	(40,831		)	(36,140		)
	Discontinued operations excluding gain on property dispositions	(26,455		)	(38,578		)	(45,483		)
	Income taxes (2)	(2,748		)	(874		)	(841		)
	Other	(5,431		)	(6,810		)	(5,673		)
Income from continuing operations		$	97,755		$	96,747		$	104,645


(1)	Includes interest on discontinued operations.


(2)	Excludes costs which are included in determining segment-level net operating income.

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The amount of depreciation and amortization expense related to tenant improvement and lease transaction costs within each reporting segment for the Net operating income calculation is as follows:



		Year ended
		December 31,
		2013		2012		2011

Industrial -	Lehigh/Central PA	$	9,781	$	9,753	$	9,821
	Chicago/Milwaukee	251		233		1,695
	Houston	3,200		2,608		2,213
	Carolinas	1,935		1,726		2,194
	Other	10,061		10,461		11,254
Industrial/Office -	Minnesota	5,797		5,132		5,014
	South Florida	2,979		3,083		3,623
	Richmond/Hampton Roads	4,156		4,157		4,820
	Arizona	3,546		3,014		2,694
	United Kingdom	845		269		210
	Other	5,654		5,193		5,217
Office -	Philadelphia	1,729		1,724		1,774
	Southeastern PA	15,040		14,109		13,436
	Washington D.C.	248		156		63
Depreciation and amortization of tenant improvement and lease transaction costs		$	65,222	$	61,618	$	64,028

The Company's operating revenue by product type and by reportable segment for the years ended December 31, 2013 , 2012 and 2011 is as follows (in thousands):



		Year Ended
		December 31, 2013							December 31, 2012							December 31, 2011
		Industrial		Office		Total			Industrial		Office		Total			Industrial		Office		Total
Industrial -	Lehigh/Central PA	$	98,715	$	2,386	$	101,101		$	94,440	$	2,364	$	96,804		$	93,193	$	6,118	$	99,311
	Chicago/Milwaukee	18,083		—		18,083			6,908		2,872		9,780			8,239		13,734		21,973
	Houston	37,773		—		37,773			30,172		—		30,172			27,325		—		27,325
	Carolinas	30,243		—		30,243			26,818		1,849		28,667			23,381		9,089		32,470
	Other (1)	44,672		59,715		104,387			32,313		61,354		93,667			33,847		67,157		101,004
Industrial/Office -	Minnesota	32,043		30,372		62,415			27,810		29,521		57,331			24,398		31,488		55,886
	South Florida	7,955		30,509		38,464			5,213		30,415		35,628			5,887		30,905		36,792
	Richmond/Hampton Roads	19,073		21,174		40,247			18,490		22,905		41,395			18,889		30,825		49,714
	Arizona	4,231		22,328		26,559			2,393		20,640		23,033			1,407		19,676		21,083
	United Kingdom	4,205		3,464		7,669			1,307		3,383		4,690			1,288		3,120		4,408
	Other	35,318		46,169		81,487			26,986		46,140		73,126			27,805		44,803		72,608
Office -	Philadelphia	9,534		22,156		31,690			8,356		19,797		28,153			7,817		20,312		28,129
	Southeastern PA	27,076		138,172		165,248			28,604		141,041		169,645			29,289		144,774		174,063
	Washington D.C.	—		13,599		13,599			—		5,207		5,207			—		448		448
		$	368,921	$	390,044	758,965			$	309,810	$	387,488	697,298			$	302,765	$	422,449	725,214
Reconciliation to total operating revenue
Discontinued operations						(113,586		)					(137,476		)					(191,723		)
Corporate Other						551							457							208
Total operating revenue						$	645,930						$	560,279						$	533,699


(1)	A substantial portion of the office revenues were sold in conjunction with the Portfolio Sale. See Footnote 23.

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The Company's total assets by reportable segment as of December 31, 2013 and 2012 is as follows (in thousands):



		As of December 31,
		2013		2012
Total assets
Industrial -	Lehigh/Central PA	$	938,824	$	779,929
	Chicago/Milwaukee	413,585		153,128
	Houston	380,248		266,061
	Carolinas	257,230		249,479
	Other	1,315,732		639,629
Industrial/Office -	Minnesota	335,613		353,428
	South Florida	380,138		227,754
	Richmond/Hampton Roads	250,008		250,600
	Arizona	364,231		300,149
	United Kingdom	247,537		72,323
	Other	465,997		554,352
Office -	Philadelphia	316,810		348,541
	Southeastern PA	695,966		814,460
	Washington D.C.	180,621		50,575
	Corporate Other	233,020		113,771
Total assets		$	6,775,560	$	5,174,179

The Company's real estate assets by reportable segment as of December 31, 2013 and 2012 is as follows (in thousands):



		As of December 31,
		2013		2012
Real estate assets
Industrial -	Lehigh/Central PA	$	877,969	$	742,464
	Chicago/Milwaukee	371,149		127,125
	Houston	360,779		252,221
	Carolinas	245,938		239,052
	Other	964,322		323,200
Industrial/Office -	Minnesota	308,272		333,380
	South Florida	358,492		217,769
	Richmond/Hampton Roads	238,129		231,506
	Arizona	348,043		287,895
	United Kingdom	187,699		44,861
	Other	369,935		453,931
Office -	Philadelphia	229,769		266,144
	Southeastern PA	638,211		748,939
	Washington D.C.	170,068		47,820
Total real estate assets		$	5,668,775	$	4,316,307

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The Company incurred the following costs related to its long-lived assets for the years ended December 31, 2013 , 2012 and 2011 (in thousands):



		Year Ended December 31,
		2013		2012		2011
Costs incurred on long-lived assets
Industrial -	Lehigh/Central PA	$	161,925	$	86,245	$	66,472
	Chicago/Milwaukee	248,640		49,941		55,077
	Houston	116,024		46,003		10,188
	Carolinas	15,582		26,860		85,732
	Other	664,008		21,065		13,006
Industrial/Office -	Minnesota	38,434		41,821		45,595
	South Florida	148,165		3,337		23,493
	Richmond/Hampton Roads	15,880		8,612		5,920
	Arizona	68,138		35,750		8,794
	United Kingdom	155,829		6,110		4,838
	Other	79,813		80,402		4,914
Office -	Philadelphia	17,941		93,673		49,407
	Southeastern PA	39,590		11,577		14,851
	Washington D.C.	125,480		621		48,786
Total costs incurred on long-lived assets		$	1,895,449	$	512,017	$	437,073

19. ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS

The operating results and gain on disposition of real estate for properties sold and held for sale are reflected in the consolidated statements of comprehensive income as discontinued operations. Prior period financial statements have been adjusted for discontinued operations. The proceeds from dispositions of operating properties with no continuing involvement were $491.8 million , $ 228.5 million and $ 365.2 million for the years ended December 31, 2013 , 2012 and 2011 , respectively.

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



	For the Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Revenues	$	113,586		$	137,476		$	191,723
Operating expenses	(41,875		)	(48,956		)	(73,462		)
Interest and other income	213			580			577
Interest expense	(15,903		)	(19,783		)	(29,058		)
Depreciation and amortization	(29,566		)	(30,739		)	(44,297		)
Income before property dispositions	26,455			38,578			45,483
Gain on property dispositions	95,384			12,426			60,582
Net income	$	121,839		$	51,004		$	106,065

On November 7, 2013, the Company entered into an Agreement of Sale and Purchase pursuant to which the Company agreed to sell a real estate portfolio which included the Company’s Jacksonville, Florida portfolio in its entirety, all of the office properties in Maryland, Southern New Jersey and the Fort Washington suburb of Philadelphia and flex properties in Minnesota for a purchase price of $697.3 million . The properties consisted of 97 buildings containing an aggregate of 6.6 million square feet. On December 24, 2013, the Company closed on the first of two planned settlements under this agreement. The proceeds from the first settlement were $367.7 million and included 49 properties totaling approximately 4.0 million square feet of space and 140 acres of land. The remaining settlement consisted of 47 properties and 19 acres totaling 2.6 million square feet in the Company's Industrial-Other reportable segment and one property totaling 37,000 square feet in the Company's Southeastern PA reportable segment. These properties and land parcels were considered held for sale and were sold subsequent to December 31, 2013 for proceeds of $329.6 million .

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Interest expense is allocated to discontinued operations. The allocation of interest expense to discontinued operations was based on the ratio of net assets sold and held for sale to the sum of total net assets plus consolidated debt.

Asset Impairment

During the years ended December 31, 2013 , 2012 and 2011 , the Company recognized impairment losses of $1.9 million , $6.9 million and $7.8 million , respectively. The impairment losses are for operating properties or land parcels and were in the reportable segments and for the amounts as indicated below (amounts in thousands):



		Year Ended December 31,
	Reportable Segment	2013		2012				2011
Industrial -	Chicago/Milwaukee	—		514				5,985
	Houston	—		—				6
	Carolinas	—		36				670
	Other	—		29				538
Industrial/Office -	South Florida	—		(51		)	⁽¹⁾	160
	Richmond/Hampton Roads	—		27				501
	United Kingdom	784		4,597				—
	Other	1,120		—				(30		)	⁽¹⁾
Office -	Southeastern PA	—		1,699				—
	Total	$	1,904	$	6,851			$	7,830

(1) Represents recovery of estimated sales costs on properties sold.

For the year ended December 31, 2013 , $872,000 in impairments related to properties sold were included in the caption discontinued operations in the Company's consolidated statements of comprehensive income, $248,000 in impairments related to land parcels sold were included in the caption gain on property dispositions in the Company's consolidated statements of comprehensive income and $784,000 in impairments were included in the caption equity in earnings (loss) of unconsolidated joint ventures in the Company's consolidated statements of comprehensive income. For the year ended December 31, 2012 , $2.3 million in impairments related to properties sold were included in the caption discontinued operations in the Company's consolidated statements of comprehensive income and $4.6 million in impairment was included in the caption equity in earnings (loss) of unconsolidated joint ventures in the Company's consolidated statements of comprehensive income. For the year ended December 31, 2011 , $7.9 million in impairment related to properties sold was included in the caption discontinued operations in the Company's consolidated statements of comprehensive income. The Company determined these impairments through a comparison of the aggregate future cash flows (including quoted offer prices, a Level 1 input according to the fair value hierarchy established in ASC 820) 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, 2013 .

20. BUSINESS COMBINATION

On October 8, 2013 , the Company acquired all of the outstanding general and limited partnership interests of Cabot Industrial Fund III Operating Partnership, L.P. , a Delaware limited partnership (the "Cabot Acquisition"). The acquisition resulted in the purchase of a 100% ownership interest in 177 industrial assets totaling approximately 23.0 million square feet. The purchase price for the Cabot Acquisition was $1.469 billion , which was paid through the assumption of approximately $229.8 million of mortgage debt and the remainder in cash. The Company funded the cash portion of the acquisition consideration through a combination of proceeds from an August 2013 equity offering, proceeds from a September 2013 offering of senior notes and draws under its Credit Facility.

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The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The allocation of purchase price of the Cabot Acquisition is preliminary pending the receipt of the information necessary to complete the resolution of certain tangible and intangible assets and liabilities including the reconciliation of working capital accounts and the completion of tenant operating expense reconciliations (in thousands):



Assets
Real estate:
Land and land improvements	$	247,393
Building and improvements	1,152,717
Operating real estate	1,400,110
Intangible - in-place leases/market rent	97,396
Other assets	4,953
Total assets	1,502,459
Liabilities
Mortgage loans	243,230
Other liabilities	32,958
Intangible - market rent	5,737
Total liabilities	281,925
Net assets acquired	$	1,220,534

The weighted average amortization period of the in-place lease intangibles is 4.4 years.

Costs incurred in conjunction with the Cabot Acquisition and related funding include the following:


•	$7.6 million of acquisition costs in the year ended December 31, 2013 (included in general and administrative expenses on the Company’s consolidated statements of comprehensive income) and $4.2 million in financing fees in the year ended December 31, 2013 (included in interest expense in the Company’s consolidated statements of comprehensive income).


•	Deferred financing costs of approximately $2.0 million associated with the assumption of $229.8 million in mortgage debt ( $243.2 million fair value) assumed at closing.

•

Deferred financing costs of $3.9 million incurred in conjunction with the financing of the September 27, 2013 $450.0 million senior unsecured notes offering (included in deferred financing and leasing costs in the Company’s consolidated balance sheets with amortization reflected in interest expense over the life of the related notes in the Company’s consolidated statements of comprehensive income).


•	Costs of $35.3 million incurred in conjunction with the August 7, 2013 issuance of 24.2 million of the Company’s common shares (included as a reduction to equity in the Company’s consolidated balance sheets).

The Company recognized $31.4 million of operating revenue and $22.0 million of net operating income (see description of net operating income in Footnote 18 - Segment Information) related to the properties acquired in the Cabot Acquisition. These amounts are included in the Company's consolidated statements of comprehensive income for the year ended December 31, 2013.

The following unaudited pro forma condensed income statement information has been prepared as if the Cabot Acquisition, the Trust’s August 2013 common share offering and the Operating Partnership’s September 2013 senior note offering had been completed on January 1, 2012. The pro forma condensed consolidated financial information does not purport to represent what the Company’s results of operations would have been assuming the completion of the Cabot Acquisition and the related financing activities had occurred on January 1, 2012 nor do they purport to project the results of operations of the Company for any future period (in thousands):



	For the Year Ended
	December 31,
	2013		2012
Total operating revenue	$	750,896	$	692,583
Net income available to common shareholders	$	211,601	$	134,295

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These amounts have been calculated after applying the Company's accounting policies and adjusting the results of the Cabot Acquisition to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to building and improvements and in-place lease intangibles had been applied on January 1, 2012.

21. DERIVATIVE INSTRUMENTS

In connection with the October 8, 2013 Cabot acquisition, the Company assumed the seller’s interest in three interest rate swap contracts (“Swaps”) that eliminate the impact of changes in interest rates on the payments required under variable rate mortgages that were also assumed. The Swaps had an aggregate notional amount of $105.2 million at December 31, 2013 and expire at various dates between 2018 and 2020 .

The Company designated the Swaps as cash flow hedges on November 22, 2013 . The change in the fair value of the Swaps from October 8, 2013 through November 22, 2013 in the amount of $813,000 is included as an increase in interest expense in the accompanying consolidated statements of comprehensive income. From November 22, 2013 through December 31, 2013, the effective portion of the change in the fair value of the swaps was an increase in the amount of $1.6 million and was recorded as an increase to other comprehensive income (“OCI”) and will be reclassified into earnings as a component of interest expense in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in the fair value of the Swaps from November 22, 2013 through December 31, 2013 in the amount of $266,000 was recorded as a reduction of interest expense in the accompanying consolidated statements of comprehensive income.

The fair value of the interest rate swaps in the amount of $8.4 million as of December 31, 2013 is included in other liabilities in the accompanying consolidated balance sheets. The Company estimates that $1.4 million will be reclassified from accumulated other comprehensive income as an increase to interest expense over the next twelve months.

The Company has agreements with its derivative counterparties that contain a provision whereby if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under the agreements at their termination value including accrued interest for approximately $8.4 million .

22. SUPPLEMENTAL DISCLOSURE TO STATEMENT OF CASH FLOWS

The following are supplemental disclosures to the statements of cash flows for the years ended December 31, 2013 , 2012 and 2011 (amounts in thousands):



	2013			2012			2011
Write-off of fully depreciated/amortized property and deferred costs	$	22,269		$	31,069		$	16,591
Write-off of depreciated property and deferred costs due to sale	202,695			106,698			110,414
Write-off of preferred units costs due to redemption	1,214			2,806			—
Assumption of mortgage loans in connection with the acquisition of properties	(229,751		)	(12,537		)	—
Equity contribution from consolidated joint venture partner	—			—			3,500
Issuance of preferred units	—			—			16,597
Unrealized gains on cash flow hedge	1,584			—			—

Amounts paid in cash for deferred leasing costs incurred in connection with signed leases with tenants are paid in conjunction with improving (acquiring) property, plant and equipment. Such costs are not contained within net real estate. However, they are integral to the completion of a tenant lease and ultimately are related to the improvement and thus the value of the Company’s property, plant and equipment. They are therefore included in investing activities in the Company’s consolidated statements of cash flows.

23. SUBSEQUENT EVENTS

On January 30, 2014, the Company closed on the second settlement of a two-part sale of a real estate portfolio which included the Company’s Jacksonville, Florida portfolio in its entirety, all of the office properties in Maryland, Southern New Jersey and the Fort Washington suburb of Philadelphia and flex properties in Minnesota for an aggregate purchase price of $697.3 million

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(the "Portfolio Sale"). The first settlement closed on December 24, 2013. The proceeds from the second settlement were $329.6 million and consisted of 48 properties containing an aggregate of 2.6 million square feet and 19 acres of land.

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LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

					Initial Cost						Gross Amount Carried at End of Period
Project	Location	Encumbrances			Land		Building		Costs Capitalized Subsequent to Acquisition		Land and Improvements		Building and Improvements		Total 12/31/2013		Accumulated Depreciation 12/31/2013		Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
1501 Perryman Road	Aberdeen, MD	$	—		$	5,813,324	$	18,874,059	$	5,131,464	$	5,816,839	$	24,002,008	$	29,818,847	$	4,447,800	2005	5 - 40
869 S Route 53	Addison, IL	—			1,194,223		4,201,881		50,460		1,194,223		4,252,342		5,446,565		32,013		2013	5 - 40
901 S Route 53	Addison, IL	—			2,055,066		5,984,093		118,292		2,055,066		6,102,385		8,157,451		45,479		2013	5 - 40
200 Boulder Drive	Allentown, PA	—			4,722,683		18,922,645		440,557		4,722,683		19,363,202		24,085,885		4,655,569		2004	5 - 40
250 Boulder Drive	Allentown, PA	—			3,599,936		12,099,145		2,149,322		3,717,733		14,130,670		17,848,403		3,760,264		2004	5 - 40
400 Nestle Way	Allentown, PA	—			8,065,500		—		27,602,841		8,184,096		27,484,245		35,668,341		12,798,838		1997	5 - 40
650 Boulder Drive	Allentown, PA	—		*	5,208,248		—		31,938,579		9,961,788		27,185,039		37,146,827		7,512,248		2002	5 - 40
651 Boulder Drive	Allentown, PA	—			4,308,646		—		17,689,842		4,308,646		17,689,842		21,998,488		6,583,129		2000	5 - 40
700 Nestle Way	Allentown, PA	—		*	3,473,120		—		20,186,320		4,174,970		19,484,470		23,659,440		8,849,079		1998	5 - 40
705 Boulder Drive	Allentown, PA	—		*	10,594,027		—		28,536,883		10,596,767		28,534,143		39,130,910		9,283,319		2001	5 - 40
7165 Ambassador Drive	Allentown, PA	—		*	792,999		—		4,556,918		804,848		4,545,069		5,349,917		1,590,637		2002	5 - 40
7248 Industrial Boulevard	Allentown, PA	—			2,670,849		13,307,408		4,513,163		2,670,673		17,820,747		20,491,420		7,278,499		1988	5 - 40
7339 Industrial Boulevard	Allentown, PA	—			1,187,776		—		7,587,682		1,197,447		7,578,011		8,775,458		3,127,648		1996	5 - 40
7437 Industrial Boulevard	Allentown, PA	—			717,488		5,022,413		3,176,937		726,651		8,190,186		8,916,837		4,527,473		1976	5 - 40
8014 Industrial Boulevard	Allentown, PA	—		*	4,019,258		—		9,880,091		3,645,117		10,254,232		13,899,349		4,392,952		1999	5 - 40
8150 Industrial Boulevard	Allentown, PA	—			2,564,167		—		8,961,554		2,571,466		8,954,255		11,525,721		2,579,485		2002	5 - 40
8250 Industrial Boulevard	Allentown, PA	—			1,025,667		—		5,245,086		1,035,854		5,234,899		6,270,753		1,651,004		2002	5 - 40
8400 Industrial Boulevard	Allentown, PA	—		*	6,725,948		—		27,079,140		7,521,211		26,283,877		33,805,088		5,400,471		2005	5 - 40
6330 Hedgewood Drive	Allentown, PA	—			531,268		—		5,359,739		532,047		5,358,960		5,891,007		3,292,239		1988	5 - 40
6350 Hedgewood Drive	Allentown, PA	—			360,027		—		4,028,297		560,691		3,827,633		4,388,324		2,142,023		1989	5 - 40
6370 Hedgewood Drive	Allentown, PA	—			540,795		—		3,959,133		541,459		3,958,469		4,499,928		1,988,574		1990	5 - 40
6390 Hedgewood Drive	Allentown, PA	—			707,203		—		3,000,621		707,867		2,999,957		3,707,824		1,637,716		1990	5 - 40
6520 Stonegate Drive	Allentown, PA	—			453,315		—		1,712,509		484,361		1,681,463		2,165,824		894,982		1996	5 - 40
6540 Stonegate Drive	Allentown, PA	—			422,042		—		4,012,192		422,730		4,011,504		4,434,234		2,538,102		1988	5 - 40
6560 Stonegate Drive	Allentown, PA	—			458,281		—		2,805,111		458,945		2,804,447		3,263,392		1,843,559		1989	5 - 40
6580 Snowdrift Road	Allentown, PA	—			388,328		—		4,211,286		389,081		4,210,533		4,599,614		2,461,382		1988	5 - 40
7620 Cetronia Road	Allentown, PA	—			1,091,806		3,851,456		258,140		1,093,724		4,107,678		5,201,402		1,914,712		1990	5 - 40
180,190 Cochrane Drive	Annapolis, MD	—			545,757		—		—		545,757		—		545,757		—		1988	5 - 40

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LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
3095 Presidential Drive	Atlanta, GA	—		200,351	1,729,161	86,151	200,351	1,815,312	2,015,663	14,655	2013	5 - 40
3097 Presidential Drive	Atlanta, GA	—		188,680	1,721,048	82,483	188,680	1,803,531	1,992,211	20,624	2013	5 - 40
7030 Buford Highway NE	Atlanta, GA	—	*	919,850	4,051,340	406,470	919,850	4,457,810	5,377,660	43,359	2013	5 - 40
Barton 150	Barton Under Needwood, UK	—		2,196,955	13,643,981	—	2,196,955	13,643,981	15,840,936	246,794	2013	5 - 40
1055-1071 Kingsland Drive	Batavia, IL	—		727,294	2,367,529	147,582	727,294	2,515,111	3,242,405	22,389	2013	5 - 40
4606 Richlynn Drive	Belcamp, MD	—		299,600	1,818,861	712,788	299,600	2,531,649	2,831,249	914,347	1985	5 - 40
11800 Baltimore Avenue	Beltsville,MD	—	*	2,769,962	1,829,028	85,389	2,769,962	1,914,418	4,684,380	20,796	2013	5 - 40
11850 Baltimore Avenue	Beltsville,MD	—	*	3,595,044	2,415,132	178,910	3,595,044	2,594,042	6,189,086	32,100	2013	5 - 40
11900 Baltimore Avenue	Beltsville,MD	—	*	3,492,036	2,024,038	237,559	3,492,036	2,261,597	5,753,633	39,318	2013	5 - 40
12104 Indian Creek Court	Beltsville,MD	—	*	2,021,752	2,503,802	214,416	2,021,752	2,718,218	4,739,970	34,626	2013	5 - 40
12140 Indian Creek Court	Beltsville,MD	—	*	1,196,726	1,949,555	91,813	1,196,726	2,041,367	3,238,093	16,680	2013	5 - 40
12200 Indian Creek Court	Beltsville,MD	—	*	1,347,882	1,460,291	102,190	1,347,882	1,562,481	2,910,363	13,071	2013	5 - 40
12240 Indian Creek Court	Beltsville,MD	—	*	1,479,307	2,159,997	124,828	1,479,307	2,284,826	3,764,133	18,678	2013	5 - 40
1071 Thorndale Avenue	Bensenville,IL	—		2,173,006	2,280,788	162,564	2,173,006	2,443,352	4,616,358	31,689	2013	5 - 40
1260-1274 Ellis Street	Bensenville,IL	—	*	2,298,560	4,020,382	358,604	2,298,560	4,378,986	6,677,546	44,404	2013	5 - 40
371-377 Meyer Road	Bensenville,IL	—	*	1,903,423	3,563,953	300,151	1,903,423	3,864,104	5,767,527	37,194	2013	5 - 40
850-880 Devon Ave	Bensenville,IL	—	*	2,958,756	7,959,013	548,843	2,958,756	8,507,856	11,466,612	76,496	2013	5 - 40
2785 Commerce Center Boulevard	Bethlehem, PA	—		11,961,623	—	45,390,365	12,009,985	45,342,003	57,351,988	420,478	2011	5 - 40
74 West Broad Street	Bethlehem, PA	—		1,096,127	—	14,202,628	1,099,079	14,199,676	15,298,755	5,877,473	2002	5 - 40
10801 Nesbitt Avenue South	Bloomington, MN	—		784,577	—	5,010,219	786,382	5,008,414	5,794,796	1,389,997	2001	5 - 40
5705 Old Shakopee Road	Bloomington, MN	—		2,113,223	—	5,520,731	2,148,571	5,485,383	7,633,954	1,632,626	2001	5 - 40
5715 Old Shakopee Road West	Bloomington, MN	—		1,263,226	2,360,782	2,081,249	1,264,758	4,440,499	5,705,257	1,494,873	2002	5 - 40
5735 Old Shakopee Road West	Bloomington, MN	—		1,263,226	2,360,782	1,028,892	1,264,758	3,388,142	4,652,900	1,090,634	2002	5 - 40
5775 West Old Shakopee Road	Bloomington, MN	—		2,052,018	3,849,649	1,669,598	2,060,644	5,510,621	7,571,265	1,948,075	2002	5 - 40
6161 Green Valley Drive	Bloomington, MN	—		740,378	3,311,602	2,114,197	709,961	5,456,216	6,166,177	1,906,331	1992	5 - 40
6601-6625 W. 78th Street	Bloomington, MN	—		2,263,060	—	41,314,332	2,310,246	41,267,146	43,577,392	15,344,697	1998	5 - 40
750 Park of Commerce Boulevard	Boca Raton, FL	—		2,430,000	—	22,129,358	2,473,406	22,085,952	24,559,358	2,712,965	2007	5 - 40
777 Yamato Road	Boca Raton, FL	—		4,101,247	16,077,347	6,795,258	4,501,247	22,472,605	26,973,852	8,814,520	1987	5 - 40
951 Broken Sound Parkway	Boca Raton, FL	—		1,426,251	6,098,952	1,818,945	1,426,251	7,917,897	9,344,148	3,374,737	1986	5 - 40

Table of Contents



LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
1455 Remington Boulevard	Bolingbrook, IL	—		2,501,294	10,704,719	—	2,501,294	10,704,719	13,206,013	299,947	2012	5 - 40
150 E Crossroads Parkway	Bolingbrook, IL	—	*	3,078,949	14,143,377	845,243	3,078,949	14,988,620	18,067,569	127,295	2013	5 - 40
553 S Joliet Ave	Bolingbrook, IL	—	*	3,764,831	15,109,947	621,121	3,764,831	15,731,068	19,495,899	155,088	2013	5 - 40
400 Boulder Drive	Breinigsville, PA	—		2,859,106	—	10,599,615	2,865,575	10,593,146	13,458,721	2,496,467	2003	5 - 40
8201 Industrial Boulevard	Breinigsville, PA	—	*	2,089,719	—	8,353,910	2,222,168	8,221,461	10,443,629	1,624,672	2006	5 - 40
8500 Industrial Bouldvard	Breinigsville, PA	—		8,752,708	—	39,685,301	11,511,499	36,926,510	48,438,009	6,658,524	2007	5 - 40
860 Nestle Way	Breinigsville, PA	—		8,118,881	18,885,486	7,400,855	8,118,881	26,286,341	34,405,222	6,820,111	2004	5 - 40
1485 W. Commerce Avenue	Carlisle, PA	—		4,249,868	13,886,039	2,241,826	4,095,262	16,282,471	20,377,733	4,752,884	2004	5 - 40
40 Logistics Drive	Carlisle, PA	—		7,981,850	—	30,108,809	8,081,272	30,009,387	38,090,659	459,967	2011	5 - 40
135-195 East Elk Trail	Carol Stream, IL	—		4,873,094	12,430,320	459,455	4,873,094	12,889,775	17,762,869	46,085	2013	5 - 40
515 Kehoe Boulevard	Carol Stream, IL	—		5,523,427	14,581,705	—	5,523,427	14,581,705	20,105,132	56,145	2013	5 - 40
1413 Bradley Lane	Carrollton, TX	—	*	247,477	2,028,322	83,523	247,477	2,111,845	2,359,322	18,245	2013	5 - 40
3200 Belmeade Drive	Carrollton, TX	—		1,042,453	8,027,974	401,254	1,042,453	8,429,228	9,471,681	67,676	2013	5 - 40
1475 Nitterhouse Dr	Chambersburg, PA	—		7,081,007	39,002,011	2,083,301	7,081,007	41,085,312	48,166,319	337,082	2013	5 - 40
95 Kriner Road	Chambersburg, PA	—		8,695,501	—	34,926,589	9,407,871	34,214,219	43,622,090	4,617,807	2006	5 - 40
9000 109th Street	Champlin, MN	—	*	1,251,043	11,662,995	86,100	1,251,043	11,749,095	13,000,138	815,277	2011	5 - 40
11701 Goodrich Drive	Charlotte, NC	—		2,054,621	6,356,151	461,642	2,054,621	6,817,792	8,872,413	108,858	2013	5 - 40
12810 Virkler Drive	Charlotte, NC	—		475,368	2,367,586	706,208	476,262	3,072,899	3,549,161	209,041	2010	5 - 40
2700 Hutchinson McDonald Road	Charlotte, NC	—		912,500	4,721,259	69,635	912,500	4,790,894	5,703,394	320,147	2011	5 - 40
2701 Hutchinson McDonald Road	Charlotte, NC	—		1,275,000	4,649,750	260,294	1,275,000	4,910,044	6,185,044	337,129	2011	5 - 40
2730 Hutchinson McDonald Road	Charlotte, NC	—		1,878,750	10,129,499	3,034	1,878,750	10,132,533	12,011,283	609,763	2011	5 - 40
2801 Hutchinson McDonald Road	Charlotte, NC	—		1,065,000	6,975,250	167,601	1,065,000	7,142,851	8,207,851	441,336	2011	5 - 40
3000 Crosspoint Center Lane	Charlotte, NC	—		1,831,250	10,779,412	171,533	1,831,250	10,950,945	12,782,195	705,320	2011	5 - 40
3005 Crosspoint Center Lane	Charlotte, NC	—		1,990,000	6,561,540	433,141	1,990,000	6,994,681	8,984,681	439,153	2011	5 - 40
4045 Perimeter West Drive	Charlotte, NC	—		1,418,928	7,511,050	26,915	1,418,928	7,537,965	8,956,893	568,940	2011	5 - 40
4047 Perimeter West Drive	Charlotte, NC	—		1,279,004	—	6,391,962	1,279,004	6,391,962	7,670,966	293,396	2011	5 - 40
4525 Statesville Road	Charlotte, NC	—		841,250	5,279,315	167,556	837,144	5,450,977	6,288,121	331,322	2011	5 - 40
4835 Sirona Drive	Charlotte, NC	4,243,165		690,750	5,086,388	172,041	690,750	5,258,429	5,949,179	207,403	2012	5 - 40
4925 Sirona Drive	Charlotte, NC	4,164,318		603,003	4,969,011	—	603,003	4,969,011	5,572,014	211,106	2012	5 - 40

Table of Contents



LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
5033 Sirona Drive	Charlotte, NC	3,634,246		509,247	4,710,218	160,736	613,962	4,766,239	5,380,201	162,055	2012	5 - 40
8910 Pioneer Avenue	Charlotte, NC	—		527,873	4,959,206	46,726	527,873	5,005,932	5,533,805	302,605	2011	5 - 40
8916 Pioneer Avenue	Charlotte, NC	—		557,730	5,785,333	340,623	557,730	6,125,956	6,683,686	355,651	2011	5 - 40
1301 Executive Boulevard	Chesapeake, VA	—		997,570	—	5,163,173	970,151	5,190,592	6,160,743	1,164,892	2005	5 - 40
1305 Executive Boulevard	Chesapeake, VA	—		861,020	—	4,975,983	1,129,850	4,707,153	5,837,003	1,276,635	2002	5 - 40
1309 Executive Boulevard	Chesapeake, VA	—		926,125	—	5,098,066	955,374	5,068,817	6,024,191	1,628,773	2001	5 - 40
1313 Executive Boulevard	Chesapeake, VA	—		1,180,036	—	5,146,319	1,708,050	4,618,305	6,326,355	1,467,773	2002	5 - 40
2601 Indian River Road	Chesapeake, VA	—	*	1,711,746	10,418,032	433,142	1,711,746	10,851,174	12,562,920	91,239	2013	5 - 40
500 Independence Parkway	Chesapeake, VA	—		864,150	4,427,285	660,242	866,609	5,085,068	5,951,677	1,418,193	2004	5 - 40
501 Independence Parkway	Chesapeake, VA	—		1,202,556	5,975,538	1,572,766	1,292,273	7,458,587	8,750,860	1,863,791	2005	5 - 40
505 Independence Parkway	Chesapeake, VA	—		1,292,062	6,456,515	1,274,225	1,292,254	7,730,547	9,022,801	1,773,034	2005	5 - 40
510 Independence Parkway	Chesapeake, VA	—		2,012,149	7,546,882	996,838	2,014,689	8,541,181	10,555,870	2,161,922	2005	5 - 40
676 Independence Parkway	Chesapeake, VA	—		1,527,303	—	11,321,991	1,562,903	11,286,391	12,849,294	1,339,355	2006	5 - 40
700 Independence Parkway	Chesapeake, VA	—		1,950,375	7,236,994	675,718	1,951,135	7,911,952	9,863,087	2,365,051	2004	5 - 40
1540 S 54th Avenue	Cicero, IL	—		3,540,236	20,130,552	927,655	3,540,236	21,058,207	24,598,443	162,747	2013	5 - 40
4650 Lake Forest Drive	Cinncinnati, OH	—		1,030,242	4,003,024	115,772	1,030,242	4,118,795	5,149,037	39,758	2013	5 - 40
4750 Lake Forest Drive	Cinncinnati, OH	—		1,138,166	5,914,789	197,670	1,138,166	6,112,459	7,250,625	58,433	2013	5 - 40
9645 Gerwig Lane	Columbia, MD	—		1,915,960	6,461,228	320,391	1,915,960	6,781,619	8,697,579	59,613	2013	5 - 40
2550 John Glenn Avenue	Columbus, OH	—		540,601	5,129,342	169,332	540,601	5,298,674	5,839,275	41,107	2013	5 - 40
3800 Twin Creeks Drive	Columbus, OH	—		549,393	4,643,302	181,695	549,393	4,824,997	5,374,390	41,734	2013	5 - 40
455 Airline Drive	Coppell, TX	—	*	312,701	2,311,531	334,283	312,701	2,645,814	2,958,515	17,627	2013	5 - 40
2130 Baldwin Avenue	Crofton, MD	—		3,172,032	7,350,782	418,907	3,172,032	7,769,689	10,941,721	64,488	2013	5 - 40
329-333 Herrod Blvd	Dayton, NJ	—	*	4,039,559	20,863,051	937,014	4,039,559	21,800,065	25,839,624	155,086	2013	5 - 40
1250 Hall Court	Deer Park, TX	2,722,013		829,570	4,778,327	47,399	831,611	4,823,685	5,655,296	934,423	2006	5 - 40
301-321 S Goolsby Blvd	Deerfield Beach, FL	—		498,136	2,781,180	18,971	498,136	2,800,151	3,298,287	22,061	2013	5 - 40
1680 Executive Drive	Duluth, GA	—		1,928,412	4,651,819	573,340	1,928,412	5,225,159	7,153,571	62,809	2013	5 - 40
1700 Executive Drive	Duluth, GA	—		1,082,072	2,496,599	319,679	1,082,072	2,816,278	3,898,350	30,845	2013	5 - 40
2670 Breckinridge Blvd	Duluth, GA	—		1,676,415	4,567,592	328,885	1,676,415	4,896,478	6,572,893	61,091	2013	5 - 40
170 Parkway West	Duncan, SC	—		598,348	3,643,756	203,325	598,918	3,846,511	4,445,429	860,720	2006	5 - 40

Table of Contents



LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
190 Parkway West	Duncan, SC	—		551,663	3,310,993	153,027	552,211	3,463,471	4,015,682	680,980	2006	5 - 40
265 Parkway East	Duncan, SC	—		901,444	5,751,389	190,639	902,374	5,941,098	6,843,472	1,430,296	2006	5 - 40
285 Parkway East	Duncan, SC	—		975,433	5,851,990	358,457	976,393	6,209,487	7,185,880	1,219,786	2006	5 - 40
3169 Dodd Road	Eagan, MN	—		988,594	6,586,907	—	988,594	6,586,907	7,575,501	343,323	2012	5 - 40
3255 Neil Armstrong Boulevard	Eagan, MN	—		1,131,017	—	3,372,043	1,103,860	3,399,200	4,503,060	1,275,823	1998	5 - 40
3711 Kennebec Drive	Eagan, MN	—		999,702	4,042,589	4,966	999,702	4,047,555	5,047,257	381,896	2011	5 - 40
917 Lone Oak Road	Eagan, MN	—	*	1,493,115	6,120,455	535,886	1,493,115	6,656,341	8,149,456	66,015	2013	5 - 40
10301-10305 West 70th Street	Eden Prairie, MN	—		120,622	1,085,226	474,001	118,300	1,561,549	1,679,849	722,729	1984	5 - 40
10321 West 70th Street	Eden Prairie, MN	—		145,198	1,305,700	568,632	142,399	1,877,131	2,019,530	666,111	1984	5 - 40
10333 West 70th Street	Eden Prairie, MN	—		110,746	995,868	351,149	108,610	1,349,153	1,457,763	637,325	1984	5 - 40
10349-10357 West 70th Street	Eden Prairie, MN	—		275,903	2,481,666	675,480	270,584	3,162,465	3,433,049	1,345,212	1985	5 - 40
10365-10375 West 70th Street	Eden Prairie, MN	—		291,077	2,618,194	629,305	285,464	3,253,112	3,538,576	1,378,360	1985	5 - 40
10393-10394 West 70th Street	Eden Prairie, MN	—		269,618	2,423,318	877,174	264,419	3,305,691	3,570,110	1,257,559	1985	5 - 40
10400 Viking Drive	Eden Prairie, MN	—		2,912,391	—	22,747,046	2,938,372	22,721,065	25,659,437	9,595,577	1999	5 - 40
7075 Flying Cloud Drive	Eden Prairie, MN	—		10,232,831	10,855,851	58,415	10,243,977	10,903,119	21,147,096	1,863,010	2007	5 - 40
7078 Shady Oak Road	Eden Prairie, MN	—		343,093	3,085,795	1,500,861	336,481	4,593,268	4,929,749	1,838,989	1985	5 - 40
7615 Smetana Lane	Eden Prairie, MN	—		1,011,517		8,469,751	3,000,555	6,480,713	9,481,268	2,309,902	2001	5 - 40
7625 Smetana Lane	Eden Prairie, MN	—		4,500,641	—	3,023,926	1,916,609	5,607,958	7,524,567	1,204,109	2006	5 - 40
7695-7699 Anagram Drive	Eden Prairie, MN	—		760,525	3,254,758	991,584	760,525	4,246,342	5,006,867	1,924,564	1997	5 - 40
7777 Golden Triangle Drive	Eden Prairie, MN	—		993,101	2,136,862	1,151,599	993,101	3,288,460	4,281,561	1,272,795	2000	5 - 40
7800 Equitable Drive	Eden Prairie, MN	—		2,188,525	3,788,762	392,378	2,188,525	4,181,139	6,369,664	1,472,735	1993	5 - 40
7905 Fuller Road	Eden Prairie, MN	—		1,229,862	4,075,167	1,980,136	1,230,965	6,054,200	7,285,165	2,932,113	1994	5 - 40
8855 Columbine Road	Eden Prairie, MN	—		1,400,925		5,226,017	1,599,757	5,027,185	6,626,942	1,221,178	2000	5 - 40
8911 Columbine Road (B2)	Eden Prairie, MN	—		916,687		3,559,577	1,718,407	2,757,857	4,476,264	844,041	2000	5 - 40
8937 Columbine Road	Eden Prairie, MN	—		1,325,829		4,385,490	1,739,966	3,971,353	5,711,319	1,270,671	2001	5 - 40
8967 Columbine Road	Eden Prairie, MN	—		1,450,000	—	4,088,618	1,450,000	4,088,618	5,538,618	1,422,640	2000	5 - 40
8995 Columbine Road	Eden Prairie, MN	—		1,087,594		3,850,532	2,055,296	2,882,830	4,938,126	998,881	2001	5 - 40
9023 Columbine Road	Eden Prairie, MN	—		1,956,273	—	5,123,697	1,956,273	5,123,697	7,079,970	2,059,439	1999	5 - 40
2250 Arthur Avenue	Elk Grove, IL	—		1,403,196	2,386,396	51,263	1,403,196	2,437,659	3,840,855	20,679	2013	5 - 40

Table of Contents



LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
6600 Business Parkway	Elkridge, MD	—		3,680,220	14,671,910	395,344	3,680,220	15,067,254	18,747,474	105,499	2013	5 - 40
6675 Business Parkway	Elkridge, MD	—	*	2,421,854	9,730,192	225,677	2,421,854	9,955,869	12,377,723	73,191	2013	5 - 40
7351 Coca Cola Drive	Elkridge, MD	—		1,897,044	—	7,286,413	3,023,417	6,160,040	9,183,457	1,292,513	2006	5 - 40
21705-21707 Mississippi Street	Elwood, IL	—		10,594,259	30,329,802	892,439	10,594,259	31,222,242	41,816,501	2,032,198	2011	5 - 40
27143 S. Baseline Road	Elwood, IL	—		6,022,000	5,612,934	191,986	6,022,000	5,804,920	11,826,920	423,122	2011	5 - 40
1800 Donaldson Road	Erlanger, KY	—		—	13,211,604	616,661	—	13,828,265	13,828,265	115,624	2013	5 - 40
180 Sheree Boulevard	Exton, PA	—		2,647,861	11,334,403	2,676,399	2,649,426	14,009,237	16,658,663	3,117,837	2007	5 - 40
6880 Fairfield Drive	Fairfield, OH	—		412,136	3,029,177	74,745	412,136	3,103,922	3,516,058	24,226	2013	5 - 40
7000-7018 Fairfield Business	Fairfield, OH	—		367,925	2,205,817	79,892	367,925	2,285,709	2,653,634	19,689	2013	5 - 40
2000 Southpointe Dr	Forest Park, GA	—		756,221	9,115,626	429,263	756,221	9,544,889	10,301,110	81,581	2013	5 - 40
1400 NW 65th Place	Fort Lauderdale, FL	—	*	545,480	2,540,210	66,119	545,480	2,606,329	3,151,809	18,432	2013	5 - 40
6500 NW 12th Avenue	Fort Lauderdale, FL	—	*	—	3,064,734	159,947	—	3,224,681	3,224,681	27,778	2013	5 - 40
6501 NW 12th Avenue	Fort Lauderdale, FL	—		519,984	2,677,465	51,998	519,984	2,729,463	3,249,447	20,525	2013	5 - 40
6600 NW 12th Avenue	Fort Lauderdale, FL	—	*	—	2,988,181	159,201	—	3,147,382	3,147,382	28,193	2013	5 - 40
5400 Alliance Gateway Freeway	Fort Worth, TX	—		1,515,860	6,710,118	403,669	1,515,860	7,113,787	8,629,647	72,186	2013	5 - 40
101 Constitution Blvd	Franklin, MA	—		532,339	4,206,412	310,120	532,339	4,516,532	5,048,871	96,829	2013	5 - 40
20 Liberty Way	Franklin, MA	—		618,521	4,570,341	339,916	618,521	4,910,257	5,528,778	50,621	2013	5 - 40
9601 Cosner Drive	Fredericksburg, VA	—		475,262	3,917,234	242,595	475,262	4,159,829	4,635,091	1,926,193	1995	5 - 40
200 W Cypress Creek Road	Ft. Lauderdale, FL	—		3,414,989	2,399,738	8,597,913	3,414,989	10,997,651	14,412,640	2,194,161	2003	5 - 40
5410 - 5430 Northwest 33rd Avenue	Ft. Lauderdale, FL	—		603,776	4,176,238	1,424,212	625,111	5,579,115	6,204,226	2,243,225	1985	5 - 40
12601 Industry Street	Garden Grove, CA	—		2,048,143	1,088,697	70,518	2,048,143	1,159,215	3,207,358	17,229	2013	5 - 40
12641 Industry Street	Garden Grove, CA	—		3,766,822	2,539,214	132,812	3,766,822	2,672,026	6,438,848	22,781	2013	5 - 40
850 S Jupiter Road	Garland, TX	—		799,707	6,122,065	249,660	799,707	6,371,725	7,171,432	50,441	2013	5 - 40
2510 W Main Street	Grand Prairie, TX	—	*	1,785,741	11,158,818	869,832	1,785,741	12,028,650	13,814,391	117,548	2013	5 - 40
4251 North Highway 121	Grapevine, TX	—	*	1,165,780	7,799,270	420,260	1,165,780	8,219,529	9,385,309	71,766	2013	5 - 40
116 Pleasant Ridge Road	Greenville, SC	—		1,547,811	—	14,172,014	3,712,683	12,007,142	15,719,825	1,664,305	2006	5 - 40
45 Brookfield Oaks Drive	Greenville, SC	—		818,114	—	4,471,082	825,529	4,463,667	5,289,196	695,196	2006	5 - 40
2011 Southtech Drive	Greenwood, IN	—		223,702	3,574,142	310,465	223,702	3,884,607	4,108,309	41,409	2013	5 - 40

Table of Contents



LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
2121 Southtech Drive	Greenwood, IN	—		272,823	3,606,920	411,808	272,823	4,018,729	4,291,552	51,669	2013	5 - 40
800 Commerce Parkway West Dr	Greenwood, IN	—		1,374,664	29,963,830	1,317,168	1,374,664	31,280,998	32,655,662	259,427	2013	5 - 40
1487 South Highway 101	Greer, SC	—		464,237	—	5,829,595	1,301,738	4,992,094	6,293,832	612,898	2007	5 - 40
2727 London Grove Road	Groveport, OH	—		1,875,607	11,937,935	334,714	1,875,607	12,272,649	14,148,256	112,099	2013	5 - 40
11841 Newgate Boulevard	Hagerstown, MD	—		3,356,207	—	30,555,105	9,741,685	24,169,627	33,911,312	3,608,467	2008	5 - 40
1 Enterprise Parkway	Hampton, VA	—		974,675	5,579,869	1,739,690	974,675	7,319,559	8,294,234	3,146,481	1987	5 - 40
1317 Executive Boulevard	Hampton, VA	—		1,650,423	—	7,945,718	1,128,829	8,467,312	9,596,141	1,721,885	2006	5 - 40
21 Enterprise Parkway	Hampton, VA	—		263,668	8,167,118	1,136,137	265,719	9,301,204	9,566,923	3,214,411	1999	5 - 40
22 Enterprise Parkway	Hampton, VA	—		1,097,368	6,760,778	1,388,402	1,097,368	8,149,180	9,246,548	3,333,063	1990	5 - 40
5 Manhattan Square	Hampton, VA	—		207,368	—	1,535,912	212,694	1,530,586	1,743,280	595,962	1999	5 - 40
521 Butler Farm Road	Hampton, VA	—		750,769	2,911,149	225,580	710,486	3,177,012	3,887,498	900,610	2003	5 - 40
1560 Hunter Road	Hanover Park, IL	—	*	2,639,734	12,310,741	578,659	2,639,734	12,889,400	15,529,134	101,393	2013	5 - 40
1575 Hunter Road	Hanover Park, IL	—	*	3,293,284	17,235,926	752,167	3,293,284	17,988,093	21,281,377	151,165	2013	5 - 40
7361 Coca Cola Drive	Hanover, MD	—		2,245,187	—	9,391,010	3,822,710	7,813,487	11,636,197	986,214	2004	5 - 40
500 McCarthy Drive	Harrisburg, PA	—	*	5,194,872	19,991,436	4,534,843	5,687,013	24,034,138	29,721,151	6,506,685	2005	5 - 40
600 Industrial Drive	Harrisburg, PA	—		7,743,800	—	29,107,932	9,368,557	27,483,175	36,851,732	6,194,273	2005	5 - 40
7195 Grayson Road	Harrisburg, PA	—		464,534	6,066,272	129,149	464,534	6,195,421	6,659,955	46,145	2013	5 - 40
7253 Grayson Road	Harrisburg, PA	—		954,130	10,585,367	280,506	954,130	10,865,873	11,820,003	76,147	2013	5 - 40
12537 Cerise Avenue	Hawthorne, CA	—		2,203,194	5,758,809	94,181	2,203,194	5,852,990	8,056,184	39,989	2013	5 - 40
1010 Petersburg Road	Hebron, KY	—		305,471	5,434,505	306,564	305,471	5,741,069	6,046,540	46,358	2013	5 - 40
785 Lindbergh Court	Hebron, KY	—		401,410	3,087,899	146,729	401,410	3,234,628	3,636,038	38,908	2013	5 - 40
805 Lindbergh Court	Hebron, KY	—		292,096	2,502,486	156,556	292,096	2,659,041	2,951,137	25,212	2013	5 - 40
825 Lindbergh Court	Hebron, KY	—		370,149	3,095,116	198,440	370,149	3,293,557	3,663,706	41,428	2013	5 - 40
845 Lindbergh Court	Hebron, KY	—		444,318	3,811,889	213,437	444,318	4,025,326	4,469,644	44,027	2013	5 - 40
1498 Eagle Hill Drive	High Point, NC	—		94,274	—	6,219,495	791,880	5,521,889	6,313,769	1,004,621	2005	5 - 40
4183 Eagle Hill Drive	High Point, NC	—		122,203	—	3,259,320	526,266	2,855,257	3,381,523	978,595	2001	5 - 40
4189 Eagle Hill Drive	High Point, NC	—		100,106	—	3,595,213	431,106	3,264,213	3,695,319	1,228,964	2001	5 - 40

Table of Contents



LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

			Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances	Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
4195 Eagle Hill Drive	High Point, NC	—	107,586	—	3,543,904	505,700	3,145,790	3,651,490	804,486	2004	5 - 40
4328, 4336 Federal Drive	High Point, NC	2,020,222	521,122	—	7,525,947	825,092	7,221,977	8,047,069	4,379,264	1995	5 - 40
4344 Federal Drive	High Point, NC	—	484,001	—	2,848,373	173,623	3,158,751	3,332,374	1,489,961	1996	5 - 40
4380 Federal Drive	High Point, NC	—	282,996	—	2,160,892	283,368	2,160,520	2,443,888	914,535	1997	5 - 40
4388 Federal Drive	High Point, NC	—	143,661	—	1,213,832	132,655	1,224,838	1,357,493	493,837	1997	5 - 40
4475 Premier Drive	High Point, NC	—	748,693	—	6,805,541	1,525,421	6,028,813	7,554,234	826,571	2006	5 - 40
4500 Green Point Drive	High Point, NC	—	230,622	—	2,434,222	231,692	2,433,152	2,664,844	1,236,930	1989	5 - 40
4501 Green Point Drive	High Point, NC	—	319,289	—	3,156,348	320,450	3,155,187	3,475,637	1,466,476	1989	5 - 40
4523 Green Point Drive	High Point, NC	—	234,564	—	3,324,961	235,698	3,323,827	3,559,525	1,819,904	1988	5 - 40
4524 Green Point Drive	High Point, NC	—	182,810	—	2,756,119	183,888	2,755,041	2,938,929	1,503,373	1989	5 - 40
Unit 5 Logix Road	Hinckley, UK	—	10,547,677	29,691,911	—	10,547,677	29,691,911	40,239,588	548,662	2013	5 - 40
1515 6th Street South	Hopkins,MN	—	813,036	1,503,075	361,550	813,036	1,864,625	2,677,661	27,652	2013	5 - 40
1600 5th Street South	Hopkins,MN	—	339,336	2,106,454	80,794	339,336	2,187,249	2,526,585	17,021	2013	5 - 40
100 Gibraltar Road	Horsham, PA	—	38,729	349,811	59,073	38,729	408,884	447,613	155,147	1975	5 - 40
100 Witmer Road	Horsham, PA	—	3,102,784	—	20,452,861	3,764,784	19,790,861	23,555,645	6,480,136	1996	5 - 40
100-107 Lakeside Drive	Horsham, PA	—	239,528	2,163,498	617,512	255,528	2,765,010	3,020,538	1,042,612	1982	5 - 40
101 Gibraltar Road	Horsham, PA	—	651,990	5,888,989	2,069,897	732,552	7,878,324	8,610,876	3,284,305	1977	5 - 40
101-111 Rock Road	Horsham, PA	—	350,561	3,166,389	1,163,717	452,251	4,228,416	4,680,667	1,871,431	1975	5 - 40
102 Rock Road	Horsham, PA	—	1,110,209	2,301,302	1,203,842	1,185,635	3,429,717	4,615,352	1,132,494	1985	5 - 40
103-109 Gibraltar Road	Horsham, PA	—	270,906	2,448,500	362,165	270,906	2,810,664	3,081,570	1,188,356	1978	5 - 40
104 Witmer Road	Horsham, PA	—	1,248,148	—	593,447	189,793	1,651,802	1,841,595	643,313	1975	5 - 40
110 Gibraltar Road	Horsham, PA	—	673,041	5,776,369	1,969,345	673,041	7,745,714	8,418,755	3,132,658	1979	5 - 40
111-159 Gibraltar Road	Horsham, PA	—	489,032	4,126,151	1,235,014	489,032	5,361,165	5,850,197	2,365,400	1981	5 - 40
113-123 Rock Road	Horsham, PA	—	351,072	3,171,001	708,270	451,731	3,778,612	4,230,343	1,601,594	1975	5 - 40
120 Gibraltar Road	Horsham, PA	—	533,142	4,830,515	1,855,500	558,142	6,661,015	7,219,157	2,639,758	1980	5 - 40
123-135 Rock Road	Horsham, PA	—	292,360	2,411,677	2,125,649	393,019	4,436,667	4,829,686	1,769,955	1975	5 - 40
132 Welsh Road	Horsham, PA	—	1,333,642	—	3,752,651	1,408,041	3,678,252	5,086,293	1,523,111	1998	5 - 40
161-175 Gibraltar Road	Horsham, PA	—	294,673	2,663,722	957,148	294,673	3,620,870	3,915,543	1,559,023	1976	5 - 40

100

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LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

			Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances	Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
181-187 Gibraltar Road	Horsham, PA	—	360,549	3,259,984	787,154	360,549	4,047,138	4,407,687	1,849,809	1982	5 - 40
2 Walnut Grove Drive	Horsham, PA	—	1,281,870	7,767,374	1,442,612	1,265,363	9,226,493	10,491,856	4,013,758	1989	5 - 40
200 Gibraltar Road	Horsham, PA	—	638,513	5,811,323	1,991,542	638,513	7,802,865	8,441,378	3,237,354	1990	5 - 40
200-264 Lakeside Drive	Horsham, PA	—	502,705	4,540,597	2,291,981	502,705	6,832,578	7,335,283	2,696,472	1982	5 - 40
201 Gibraltar Road	Horsham, PA	—	380,127	3,433,433	2,324,673	380,802	5,757,431	6,138,233	2,311,095	1983	5 - 40
210-223 Witmer Road	Horsham, PA	—	270,282	2,441,276	1,962,945	270,282	4,404,221	4,674,503	1,766,596	1972	5 - 40
220 Gibraltar Road	Horsham, PA	—	629,944	5,733,228	1,333,679	629,944	7,066,907	7,696,851	2,822,143	1990	5 - 40
231-237 Gibraltar Road	Horsham, PA	—	436,952	3,948,963	1,068,263	436,952	5,017,226	5,454,178	2,096,540	1981	5 - 40
240 Gibraltar Road	Horsham, PA	—	629,944	5,733,234	1,804,045	629,944	7,537,279	8,167,223	3,637,398	1990	5 - 40
255 Business Center Drive	Horsham, PA	—	1,154,289	2,007,214	770,989	1,140,597	2,791,895	3,932,492	888,099	2003	5 - 40
261-283 Gibraltar Road	Horsham, PA	—	464,871	3,951,972	1,781,425	464,871	5,733,397	6,198,268	2,402,519	1978	5 - 40
300 Welsh Road	Horsham, PA	—	696,061	3,339,991	640,370	696,061	3,980,360	4,676,421	1,715,407	1985	5 - 40
300 Welsh Road - Building 3	Horsham, PA	—	180,459	1,441,473	633,163	180,459	2,074,635	2,255,094	843,190	1983	5 - 40
300 Welsh Road - Building 4	Horsham, PA	—	282,493	2,256,508	1,780,163	282,493	4,036,671	4,319,164	1,761,750	1983	5 - 40
300-309 Lakeside Drive	Horsham, PA	—	369,475	3,338,761	1,832,004	376,475	5,163,765	5,540,240	2,556,952	1982	5 - 40
355 Business Center Drive	Horsham, PA	—	483,045	898,798	544,472	471,171	1,455,144	1,926,315	546,069	2003	5 - 40
4 Walnut Grove	Horsham, PA	—	2,515,115	—	10,809,109	2,515,115	10,809,109	13,324,224	4,516,707	1999	5 - 40
400-445 Lakeside Drive	Horsham, PA	—	543,628	4,910,226	2,440,949	583,628	7,311,175	7,894,803	3,193,874	1981	5 - 40
455 Business Center Drive	Horsham, PA	—	1,351,011	2,503,449	1,907,857	1,322,317	4,440,000	5,762,317	1,268,213	2003	5 - 40
5 Walnut Grove Drive	Horsham, PA	—	1,065,951	—	10,625,374	1,939,712	9,751,613	11,691,325	3,498,803	2000	5 - 40
506 Prudential Road	Horsham, PA	—	208,140	895,470	894,621	208,140	1,790,091	1,998,231	802,323	1973	5 - 40
507 Prudential Road	Horsham, PA	—	644,900	5,804,100	8,408,030	1,131,380	13,725,650	14,857,030	6,360,060	1988	5 - 40
555 Business Center Drive	Horsham, PA	—	727,420	1,353,650	883,754	709,967	2,254,858	2,964,825	464,979	2003	5 - 40
680 Blair Mill Road	Horsham, PA	—	3,527,151		17,475,489	4,138,577	16,864,063	21,002,640	5,312,518	2001	5 - 40
7 Walnut Grove Drive	Horsham, PA	—	2,631,696	—	18,432,489	2,631,956	18,432,229	21,064,185	2,968,622	2006	5 - 40
700 Dresher Road	Horsham, PA	—	2,551,777	3,020,638	2,866,350	2,565,140	5,873,625	8,438,765	2,331,100	1987	5 - 40
747 Dresher Road	Horsham, PA	—	1,607,238	—	5,032,964	1,607,977	5,032,225	6,640,202	2,984,537	1988	5 - 40
767 Electronic Drive	Horsham, PA	—	1,229,685	—	2,436,397	1,241,970	2,424,112	3,666,082	1,318,586	1996	5 - 40

101

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LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
1000 South Loop West	Houston, TX	—	*	509,351	3,549,504	255,499	509,351	3,805,003	4,314,354	36,289	2013	5 - 40
10241 W Little York Rd	Houston, TX	—		558,491	5,740,552	129,761	558,491	5,870,313	6,428,804	40,844	2013	5 - 40
10245 W Little York Rd	Houston, TX	—		426,927	3,460,513	64,622	426,927	3,525,135	3,952,062	32,514	2013	5 - 40
10301 Round Up Lane	Houston, TX	—		545,501	2,927,700	599,143	545,501	3,526,842	4,072,343	217,921	2010	5 - 40
10305 Round Up Lane	Houston, TX	—		1,340,609	7,489,720	3,381,308	1,340,609	10,871,027	12,211,636	899,234	2010	5 - 40
10607 Haddington Drive	Houston, TX	—	*	201,469	1,631,561	104,388	201,469	1,735,950	1,937,419	14,698	2013	5 - 40
10735 West Little York Road	Houston, TX	—	*	1,110,988	6,351,946	2,271,088	1,135,483	8,598,539	9,734,022	2,297,741	2000	5 - 40
10739 West Little York Road	Houston, TX	—	*	797,931	5,950,894	400,330	799,560	6,349,595	7,149,155	1,799,185	1999	5 - 40
11201 Greens Crossing Boulevard	Houston, TX	—	*	1,006,194	5,412,584	2,777,537	1,008,542	8,187,773	9,196,315	1,677,006	2007	5 - 40
11502 South Main Street	Houston, TX	—	*	588,865	3,479,264	186,713	588,865	3,665,977	4,254,842	46,550	2013	5 - 40
1283 N Post Oak Rd	Houston, TX	—	*	80,730	870,656	40,876	80,730	911,532	992,262	6,872	2013	5 - 40
1287 N Post Oak Rd	Houston, TX	—	*	146,654	1,620,780	59,710	146,654	1,680,489	1,827,143	16,877	2013	5 - 40
1291 N Post Oak Rd	Houston, TX	—	*	510,102	4,129,042	217,109	510,102	4,346,151	4,856,253	54,758	2013	5 - 40
1416 N Sam Houston Parkway E	Houston, TX	—	*	218,850	1,639,902	90,023	218,850	1,729,924	1,948,774	14,111	2013	5 - 40
1420 N Sam Houston Parkway E	Houston, TX	—	*	211,279	1,554,156	107,515	211,279	1,661,671	1,872,950	14,273	2013	5 - 40
14200 Hollister Road	Houston, TX	—		1,396,794	—	4,855,857	1,699,632	4,553,019	6,252,651	189,974	2011	5 - 40
1424 N Sam Houston Parkway E	Houston, TX	—	*	283,107	2,077,323	145,748	283,107	2,223,071	2,506,178	19,688	2013	5 - 40
1428 N Sam Houston Parkway E	Houston, TX	—	*	367,446	1,952,453	102,727	367,446	2,055,179	2,422,625	20,402	2013	5 - 40
14400 Hollister Road	Houston, TX	—		1,830,419	—	6,654,454	1,861,540	6,623,333	8,484,873	16,966	2012	5 - 40
15102 Sommermeyer St	Houston, TX	—		755,121	3,155,774	230,571	755,121	3,386,345	4,141,466	36,052	2013	5 - 40
15150 Sommermeyer St	Houston, TX	—		418,580	1,564,587	131,319	418,580	1,695,906	2,114,486	17,228	2013	5 - 40
16405 Air Center Boulevard	Houston, TX	—	*	438,853	3,030,396	515,937	438,853	3,546,333	3,985,186	1,493,111	1997	5 - 40
16420 West Hardy Road	Houston, TX	—		529,876	3,267,872	118,332	529,876	3,386,204	3,916,080	35,961	2013	5 - 40
16445 Air Center Boulevard	Houston, TX	—	*	363,339	2,509,186	266,552	363,339	2,775,738	3,139,077	1,117,896	1997	5 - 40
1646 Rankin Road	Houston, TX	—	*	329,961	—	5,210,202	592,234	4,947,929	5,540,163	1,300,632	2005	5 - 40
1655 Townhurst Drive	Houston, TX	—	*	197,226	935,036	87,883	197,226	1,022,919	1,220,145	9,400	2013	5 - 40
16580 Air Center Boulevard	Houston, TX	—	*	289,000	3,559,857	1,290,182	289,000	4,850,040	5,139,040	1,462,889	1997	5 - 40
16602 Central Green Boulevard	Houston, TX	—	*	284,403	—	4,953,014	503,779	4,733,638	5,237,417	908,865	2005	5 - 40

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LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
16605 Air Center Boulevard	Houston, TX	—	*	298,999		3,417,513	496,186	3,220,326	3,716,512	927,143	2002	5 - 40
1665 Townhurst Drive	Houston, TX	—	*	452,439	2,016,585	57,074	452,439	2,073,658	2,526,097	15,817	2013	5 - 40
16680 Central Green Boulevard	Houston, TX	—	*	311,952	—	4,165,907	492,869	3,984,990	4,477,859	863,414	2001	5 - 40
16685 Air Center Boulevard	Houston, TX	—	*	414,691	—	2,459,338	414,691	2,459,338	2,874,029	576,093	2004	5 - 40
1755 Trans Central Drive	Houston, TX	—	*	293,534	3,036,269	518,093	306,147	3,541,749	3,847,896	1,107,572	1999	5 - 40
4301 S Pinemont Dr	Houston, TX	—	*	226,973	1,174,979	46,852	226,973	1,221,831	1,448,804	21,677	2013	5 - 40
4401 S Pinemont Dr	Houston, TX	—	*	244,240	1,412,622	35,635	244,240	1,448,257	1,692,497	23,544	2013	5 - 40
4501 S Pinemont Dr	Houston, TX	—	*	252,907	1,504,053	52,253	252,907	1,556,306	1,809,213	25,380	2013	5 - 40
5200 N. Sam Houston Parkway	Houston, TX	—	*	1,519,458	7,135,548	3,654,765	1,520,074	10,789,697	12,309,771	2,170,043	2007	5 - 40
5250 N. Sam Houston Parkway	Houston, TX	—	*	2,173,287	8,868,256	2,748,599	2,173,942	11,616,200	13,790,142	1,974,496	2007	5 - 40
5500 N. Sam Houston Parkway West	Houston, TX	—		1,243,541	—	6,452,951	1,513,152	6,183,340	7,696,492	295,882	2011	5 - 40
5910 West by Northwest Blvd	Houston, TX	—	*	891,397	3,765,299	203,141	891,397	3,968,440	4,859,837	40,200	2013	5 - 40
8017 Pinemont Drive	Houston, TX	—		900,953	5,323,727	114,191	900,953	5,437,918	6,338,871	45,057	2013	5 - 40
8272 El Rio Street	Houston, TX	—	*	530,494	4,108,626	206,722	530,494	4,315,348	4,845,842	35,649	2013	5 - 40
8282 El Rio Street	Houston, TX	—	*	450,422	3,304,942	180,261	450,422	3,485,203	3,935,625	30,003	2013	5 - 40
8301 Fallbrook Drive	Houston, TX	—	*	4,515,862	—	24,080,332	5,877,884	22,718,310	28,596,194	3,572,248	2006	5 - 40
850 Greens Parkway	Houston, TX	—	*	2,893,405	11,593,197	2,894,626	2,899,861	14,481,366	17,381,227	2,345,024	2007	5 - 40
860 Greens Parkway	Houston, TX	—	*	1,399,365	6,344,650	1,579,558	1,374,012	7,949,561	9,323,573	1,285,909	2007	5 - 40
8801 A-E Wallisville Rd	Houston, TX	—	*	444,205	2,340,333	108,163	444,205	2,448,496	2,892,701	22,120	2013	5 - 40
8801-19 & 8821-49 Fallbrook Drive	Houston, TX	—	*	2,290,001	15,297,141	1,867,404	2,290,002	17,164,544	19,454,546	4,657,668	2000	5 - 40
8802-8824 Fallbrook Drive	Houston, TX	—	*	2,774,995	6,364,767	1,362,915	2,775,021	7,727,655	10,502,676	2,101,491	2004	5 - 40
8811 A-E Wallisville Rd	Houston, TX	—	*	373,412	1,963,599	96,907	373,412	2,060,506	2,433,918	20,969	2013	5 - 40
8825-8839 N Sam Houston Pkwy	Houston, TX	—	*	638,453	3,258,815	650,142	638,477	3,908,932	4,547,409	958,990	2004	5 - 40
8850-8872 Fallbrook Drive	Houston, TX	—	*	504,317	2,878,351	1,054,230	504,341	3,932,557	4,436,898	1,303,330	2004	5 - 40
9500-9540 Clay Road	Houston, TX	—	*	1,412,849	7,279,448	336,295	1,412,849	7,615,743	9,028,592	63,534	2013	5 - 40
Liberty 11 at Central Green	Houston, TX	—		1,748,348	—	9,336,316	2,120,319	8,964,345	11,084,664	164,651	2012	5 - 40
Cabot III UK1B01	Isle of Man, UK	—		11,888,058	35,003,668	—	11,888,058	35,003,668	46,891,726	646,011	2013	5 - 40
1011 N Hilltop Drive	Itasca, IL	—		842,043	984,087	42,920	842,043	1,027,007	1,869,050	7,617	2013	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
1035 N Hilltop Drive	Itasca, IL	—		875,172	2,071,051	52,042	875,172	2,123,094	2,998,266	16,965	2013	5 - 40
1549 W Glenlake Avenue	Itasca, IL	—	*	1,339,627	3,763,288	79,355	1,339,627	3,842,642	5,182,269	29,399	2013	5 - 40
901 N Hilltop Drive	Itasca, IL	—		866,378	2,112,616	38,715	866,378	2,151,331	3,017,709	15,922	2013	5 - 40
925 N Hilltop Drive	Itasca, IL	—		945,251	2,010,181	46,316	945,251	2,056,497	3,001,748	15,961	2013	5 - 40
8241 Sandy Court	Jessup, MD	—		1,246,618	6,844,393	270,912	1,246,618	7,115,304	8,361,922	56,334	2013	5 - 40
8242 Sandy Court	Jessup, MD	—		1,488,746	9,072,440	363,544	1,488,746	9,435,984	10,924,730	70,410	2013	5 - 40
8246 Sandy Court	Jessup, MD	—		590,922	3,374,522	65,542	590,922	3,440,064	4,030,986	26,282	2013	5 - 40
1305 Chastain Road NW	Kennesaw, GA	—	*	808,159	5,712,959	536,521	808,159	6,249,480	7,057,639	63,945	2013	5 - 40
1325 Chastain Road NW	Kennesaw, GA	—	*	1,612,924	9,771,680	1,055,382	1,612,924	10,827,062	12,439,986	117,822	2013	5 - 40
3600 Cobb International Bld NW	Kennesaw, GA	—		716,860	6,962,212	409,426	716,860	7,371,639	8,088,499	67,898	2013	5 - 40
Unit 1 Bear Way	Kettering, UK	—		10,849,890	36,219,855	—	10,849,890	36,219,855	47,069,745	667,061	2013	5 - 40
151 South Warner Road	King of Prussia, PA	—		1,218,086	6,937,866	7,192,372	1,187,900	14,160,424	15,348,324	2,183,117	1980	5 - 40
170 South Warner Road	King of Prussia, PA	—		547,800	3,137,400	4,421,277	458,232	7,648,245	8,106,477	2,809,789	1980	5 - 40
180 South Warner Drive	King of Prussia, PA	—		995,393	—	8,754,035	—	9,749,428	9,749,428	870,655	2009	5 - 40
190 South Warner Road	King of Prussia, PA	—		552,200	3,162,600	1,063,496	461,909	4,316,387	4,778,296	2,112,178	1980	5 - 40
2100 Renaissance Boulevard	King of Prussia, PA	—		1,110,111	—	12,098,486	1,132,519	12,076,078	13,208,597	3,702,844	1999	5 - 40
2201 Renaissance Boulevard	King of Prussia, PA	—		2,370,895	—	15,284,223	2,413,514	15,241,604	17,655,118	5,481,014	2000	5 - 40
2300 Renaissance Boulevard	King of Prussia, PA	—		509,580	—	3,050,939	574,152	2,986,367	3,560,519	1,444,383	1999	5 - 40
2301 Renaissance Boulevard	King of Prussia, PA	—		1,645,246	—	30,080,438	4,581,649	27,144,035	31,725,684	10,059,898	2002	5 - 40
2500 Renaissance Boulevard	King of Prussia, PA	—		509,580	—	2,662,758	592,886	2,579,452	3,172,338	1,140,031	1999	5 - 40
2520 Renaissance Boulevard	King of Prussia, PA	—		1,020,000	—	4,622,740	978,402	4,664,338	5,642,740	2,198,388	1999	5 - 40
2560 Renaissance Boulevard	King of Prussia, PA	—		607,210	—	3,122,044	649,792	3,079,462	3,729,254	1,358,606	2000	5 - 40
2700 Horizon Drive	King of Prussia, PA	—		764,370	—	3,643,566	867,815	3,540,121	4,407,936	1,525,767	1998	5 - 40
2900 Horizon Drive	King of Prussia, PA	—		679,440	—	3,503,074	774,096	3,408,418	4,182,514	1,519,241	1998	5 - 40
3000 Horizon Drive	King of Prussia, PA	—		1,191,449	—	2,476,299	946,703	2,721,045	3,667,748	1,038,239	1997	5 - 40
3100 Horizon Drive	King of Prussia, PA	—		601,956	—	2,192,852	611,436	2,183,372	2,794,808	847,707	1995	5 - 40
3200 Horizon Drive	King of Prussia, PA	—		928,637	—	6,272,635	1,210,137	5,991,135	7,201,272	2,268,296	1996	5 - 40
3400 Horizon Drive	King of Prussia, PA	—		776,496	3,139,068	1,537,958	776,496	4,677,025	5,453,521	1,765,636	1995	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
3500 Horizon Drive	King of Prussia, PA	—		1,204,839	—	2,830,072	1,223,875	2,811,036	4,034,911	1,200,183	1996	5 - 40
3600 Horizon Drive	King of Prussia, PA	—		236,432	1,856,252	743,039	236,432	2,599,291	2,835,723	1,034,493	1989	5 - 40
3602 Horizon Drive	King of Prussia, PA	—		217,734	1,759,489	385,029	217,809	2,144,443	2,362,252	888,596	1989	5 - 40
3604 Horizon Drive	King of Prussia, PA	—		397,178	—	1,836,269	350,874	1,882,573	2,233,447	771,370	1998	5 - 40
440 East Swedesford Road	King of Prussia, PA	—		717,001	4,816,121	2,824,138	717,001	7,640,259	8,357,260	3,604,214	1988	5 - 40
460 East Swedesford Road	King of Prussia, PA	—		705,317	4,737,487	4,083,817	705,317	8,821,304	9,526,621	3,708,707	1988	5 - 40
650 Swedesford Road	King of Prussia, PA	—		952,911	6,722,830	8,139,683	952,911	14,862,513	15,815,424	6,614,425	1971	5 - 40
680 Swedesford Road	King of Prussia, PA	—		952,361	6,722,830	7,217,277	952,361	13,940,107	14,892,468	6,234,016	1971	5 - 40
1700 Interstate Drive	Lakeland, FL	—		650,000	5,444,220	—	650,000	5,444,220	6,094,220	164,953	2012	5 - 40
5801 Columbia Park Road	Landover,MD	—		1,187,620	4,598,346	182,789	1,187,620	4,781,135	5,968,755	38,810	2013	5 - 40
11425 State Highway 225	LaPorte, TX	—	*	975,974	3,409,036	8,957	977,542	3,416,424	4,393,966	714,598	2006	5 - 40
11503 State Highway 225	LaPorte, TX	—	*	2,561,931	9,695,493	237,274	2,566,047	9,928,651	12,494,698	1,945,902	2006	5 - 40
640 S State Road 39	Lebanon,IN	—		1,612,787	18,065,552	1,213,251	1,612,787	19,278,803	20,891,590	168,035	2013	5 - 40
7528 Walker Way	Lehigh, PA	—		893,441	—	5,510,457	779,330	5,624,568	6,403,898	1,613,828	2004	5 - 40
8301 Industrial Boulevard	Lehigh, PA	—		11,249,550	—	45,365,956	11,254,716	45,360,790	56,615,506	9,145,860	2005	5 - 40
8500 Willard Drive	Lehigh, PA	2,620,462		6,398,815	—	21,851,472	7,734,826	20,515,461	28,250,287	3,041,960	2004	5 - 40
875 Maxham Road	Lithia Springs, GA	—		445,493	10,160,616	558,420	445,493	10,719,036	11,164,529	86,272	2013	5 - 40
2145 Center Square Road	Logan Township, NJ	—		817,326	5,466,668	310,105	817,326	5,776,773	6,594,099	81,911	2013	5 - 40
7533 Industrial Parkway	Lower Macungie, PA	—		5,603,460	18,807,987	2,434,039	5,603,460	21,242,026	26,845,486	2,045,508	2011	5 - 40
1901 Summit Tower Boulevard	Maitland, FL	—		6,078,791	12,348,567	2,053,578	6,083,206	14,397,731	20,480,937	6,291,291	1998	5 - 40
1 Country View Road	Malvern, PA	—		400,000	3,600,000	6,360,798	406,421	9,954,377	10,360,798	3,704,662	1982	5 - 40
1 Great Valley Parkway	Malvern, PA	—		419,460	3,792,570	1,350,316	419,460	5,142,886	5,562,346	1,928,648	1982	5 - 40
10 Great Valley Parkway	Malvern, PA	—		823,540	1,341,376	459,973	832,244	1,792,645	2,624,889	590,788	2003	5 - 40
10 Valley Stream Parkway	Malvern, PA	—		509,075	—	2,726,213	509,899	2,725,389	3,235,288	1,789,979	1984	5 - 40
10, 20 Liberty Boulevard	Malvern, PA	—		724,058	—	5,827,720	724,846	5,826,932	6,551,778	3,506,696	1985	5 - 40
100 Chesterfield Parkway	Malvern, PA	—		1,320,625	—	7,321,902	1,965,944	6,676,583	8,642,527	3,366,709	1998	5 - 40
1001 Cedar Hollow Road	Malvern, PA	—		1,436,814	—	16,163,891	1,676,470	15,924,235	17,600,705	7,708,864	1998	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

			Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances	Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
11 Great Valley Parkway	Malvern, PA	—	496,297	—	2,960,712	708,331	2,748,678	3,457,009	887,432	2001	5 - 40
11,15 Great Valley Parkway	Malvern, PA	—	1,837,050	—	14,960,110	1,837,878	14,959,282	16,797,160	11,580,321	1986	5 - 40
12,14,16 Great Valley Parkway	Malvern, PA	—	130,689	—	1,326,294	128,767	1,328,216	1,456,983	910,800	1982	5 - 40
14 Lee Boulevard	Malvern, PA	—	664,282	—	5,569,322	643,892	5,589,712	6,233,604	3,657,798	1988	5 - 40
155 Great Valley Parkway	Malvern, PA	—	625,147	—	2,640,082	626,068	2,639,161	3,265,229	1,954,876	1981	5 - 40
18 Great Valley Parkway	Malvern, PA	—	394,036	3,976,221	68,969	397,293	4,041,933	4,439,226	1,503,167	1980	5 - 40
2 West Liberty Boulevard	Malvern, PA	—	5,405,041	—	11,903,540	5,405,042	11,903,539	17,308,581	3,157,412	2003	5 - 40
20 Valley Stream Parkway	Malvern, PA	—	465,539	—	6,062,255	466,413	6,061,381	6,527,794	3,436,599	1987	5 - 40
200 Chesterfield Parkway	Malvern, PA	—	495,893	2,739,093	641,555	807,638	3,068,903	3,876,541	2,401,423	1989	5 - 40
257-275 Great Valley Parkway	Malvern, PA	—	504,611	—	5,086,503	505,458	5,085,656	5,591,114	3,457,782	1983	5 - 40
27-43 Great Valley Parkway	Malvern, PA	—	448,775	—	2,347,289	449,447	2,346,617	2,796,064	1,820,823	1977	5 - 40
277-293 Great Valley Parkway	Malvern, PA	—	530,729	—	2,268,833	531,534	2,268,028	2,799,562	1,616,657	1984	5 - 40
3 Country View Road	Malvern, PA	—	814,278	—	5,142,433	1,128,881	4,827,830	5,956,711	1,868,164	1998	5 - 40
30 Great Valley Parkway	Malvern, PA	—	128,126	—	554,378	128,783	553,721	682,504	372,198	1975	5 - 40
300 Technology Drive	Malvern, PA	—	368,626	—	1,351,625	374,497	1,345,754	1,720,251	884,437	1985	5 - 40
300-400 Chesterfield Parkway	Malvern, PA	—	937,212	—	5,607,142	1,393,919	5,150,435	6,544,354	2,944,236	1988	5 - 40
311 Technology Drive	Malvern, PA	—	397,131	—	2,713,845	397,948	2,713,028	3,110,976	1,805,580	1984	5 - 40
333 Phoenixville Pike	Malvern, PA	—	523,530	—	3,708,843	524,230	3,708,143	4,232,373	2,286,593	1985	5 - 40
375 Technology Drive	Malvern, PA	—	191,114	—	1,625,516	234,922	1,581,708	1,816,630	641,806	1998	5 - 40
40 Liberty Boulevard	Malvern, PA	—	4,241,137	17,737,090	2,904,729	4,241,168	20,641,787	24,882,955	8,383,098	1989	5 - 40
40 Valley Stream Parkway	Malvern, PA	—	322,918	—	2,315,958	325,775	2,313,101	2,638,876	1,534,806	1987	5 - 40
420 Lapp Road	Malvern, PA	—	1,054,418	—	8,850,116	1,055,243	8,849,291	9,904,534	4,249,871	1989	5 - 40
425 Technology Drive	Malvern, PA	—	191,114	—	1,700,603	321,473	1,570,244	1,891,717	654,666	1998	5 - 40
45 Liberty Boulevard	Malvern, PA	—	4,380,221	—	15,322,821	4,749,748	14,953,294	19,703,042	7,245,970	1999	5 - 40
45-67 Great Valley Parkway	Malvern, PA	—	795,143	—	4,331,125	795,831	4,330,437	5,126,268	2,927,317	1974	5 - 40
5 Country View Road	Malvern, PA	—	785,168	4,678,632	226,536	786,235	4,904,101	5,690,336	2,231,504	1985	5 - 40
5 Great Valley Parkway	Malvern, PA	—	684,200	6,181,661	1,652,942	684,200	7,834,603	8,518,803	3,356,876	1983	5 - 40
50 Morehall Road	Malvern, PA	—	849,576	—	13,104,302	1,337,076	12,616,802	13,953,878	6,568,093	1997	5 - 40
50 Valley Stream Parkway	Malvern, PA	—	323,971	—	2,434,613	323,792	2,434,792	2,758,584	1,538,462	1987	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
500 Chesterfield Parkway	Malvern, PA	—		472,364	—	3,156,878	756,847	2,872,395	3,629,242	1,675,028	1988	5 - 40
508 Lapp Road	Malvern, PA	—		331,392	—	1,713,394	332,216	1,712,570	2,044,786	1,248,445	1984	5 - 40
510 Lapp Road	Malvern, PA	—		356,950	—	926,587	357,751	925,786	1,283,537	723,943	1983	5 - 40
55 Valley Stream Parkway	Malvern, PA	—		215,005	—	4,094,361	215,818	4,093,548	4,309,366	2,874,838	1983	5 - 40
60 Morehall Road	Malvern, PA	—		865,424	9,285,000	5,182,805	884,974	14,448,255	15,333,229	9,061,777	1989	5 - 40
600 Chesterfield Parkway	Malvern, PA	—		2,013,750	—	9,074,858	2,784,282	8,304,326	11,088,608	3,957,954	1999	5 - 40
65 Valley Stream Parkway	Malvern, PA	—		381,544	—	6,785,626	382,361	6,784,809	7,167,170	4,999,023	1983	5 - 40
7 Great Valley Parkway	Malvern, PA	—		176,435	—	6,593,330	177,317	6,592,448	6,769,765	3,104,195	1985	5 - 40
700 Chesterfield Parkway	Malvern, PA	—		2,013,750	—	8,829,877	2,771,540	8,072,087	10,843,627	3,926,051	1999	5 - 40
75 Great Valley Parkway	Malvern, PA	—		143,074	—	618,372	143,811	617,635	761,446	505,537	1977	5 - 40
77-123 Great Valley Parkway	Malvern, PA	—		887,664	—	5,232,375	888,359	5,231,680	6,120,039	3,789,228	1978	5 - 40
1169 Canton Rd	Marietta, GA	—	*	1,232,219	17,897,326	435,643	1,232,219	18,332,969	19,565,188	130,432	2013	5 - 40
65 Brookfield Oaks Drive	Mauldin, SC	—		557,174	—	2,842,439	506,318	2,893,295	3,399,613	603,024	2004	5 - 40
75 Brookfield Oaks Drive	Mauldin, SC	—		419,731	—	2,332,292	430,909	2,321,114	2,752,023	565,611	2003	5 - 40
126-132 Liberty Industrial Pkw	McDonough, GA	—		600,666	4,184,131	480,533	600,666	4,664,663	5,265,329	72,925	2013	5 - 40
95-115 Liberty Industrial Pkwy	McDonough, GA	—		660,420	4,785,127	526,335	660,420	5,311,462	5,971,882	61,944	2013	5 - 40
11401 NW 134th Street	Medley, FL	—	*	5,558,619	17,678,237	730,681	5,558,619	18,408,918	23,967,537	176,279	2013	5 - 40
3824-3960 Crowfarn Drive	Memphis, TN	—		291,223	1,044,953	74,204	291,223	1,119,156	1,410,379	23,364	2013	5 - 40
4700 Nathan Lane North	Minneapolis, MN	—		1,501,308	8,446,083	13,720,236	1,501,308	22,166,319	23,667,627	4,819,927	1996	5 - 40
12501 & 12701 Whitewater Drive	Minnetonka, MN	—		2,175,209	3,948,085	8,574,579	2,177,953	12,519,920	14,697,873	3,604,849	1986	5 - 40
12800 Whitewater Drive	Minnetonka, MN	—		1,273,600	3,158,737	1,082,966	1,273,731	4,241,571	5,515,302	240,525	2011	5 - 40
12900 Whitewater Drive	Minnetonka, MN	—		1,236,560	2,762,325	1,023,214	1,236,687	3,785,412	5,022,099	212,508	2011	5 - 40
5400-5500 Feltl Road	Minnetonka, MN	—		883,895	7,983,345	2,466,053	883,895	10,449,398	11,333,293	4,538,606	1985	5 - 40
6000 Clearwater Drive	Minnetonka, MN	—		985,016	2,091,371	2,503,007	985,117	4,594,277	5,579,394	253,018	2011	5 - 40
456 International Parkway	Minooka, IL	—		3,862,683	14,357,981	3,540	3,862,683	14,361,521	18,224,204	1,095,591	2012	5 - 40
3100 SW 145th Avenue	Miramar, FL	—		6,204,407	—	16,706,567	6,265,000	16,645,974	22,910,974	2,182,874	2007	5 - 40
3350 SW 148th Avenue	Miramar, FL	—		2,960,511	—	18,332,548	2,980,689	18,312,370	21,293,059	7,221,373	2000	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
3400 Lakeside Drive	Miramar, FL	—		2,022,153	11,345,881	2,005,331	2,022,153	13,351,212	15,373,365	5,350,136	1990	5 - 40
3450 Lakeside Drive	Miramar, FL	—		2,022,152	11,357,143	2,802,516	2,022,152	14,159,659	16,181,811	6,059,965	1990	5 - 40
21 S Middlesex Avenue	Monroe Township, NJ	—	*	2,097,170	9,715,401	535,119	2,097,170	10,250,520	12,347,690	92,629	2013	5 - 40
4 S Middlesex Avenue	Monroe Township, NJ	—	*	2,263,153	10,261,759	594,026	2,263,153	10,855,785	13,118,938	88,852	2013	5 - 40
323 Park Knoll Drive	Morrisville, NC	2,614,609		1,071,600	4,397,807	1,022,728	1,071,600	5,420,535	6,492,135	683,726	2010	5 - 40
324 Park Knoll Drive	Morrisville, NC	—	*	1,449,092	4,424,932	305,792	1,449,450	4,730,366	6,179,816	850,539	2007	5 - 40
619 Distribution Drive	Morrisville, NC	—	*	1,031,430	5,655,167	341,601	1,031,685	5,996,513	7,028,198	1,075,863	2007	5 - 40
627 Distribution Drive	Morrisville, NC	—	*	1,061,370	5,152,110	600,687	1,061,632	5,752,535	6,814,167	953,626	2007	5 - 40
701 Distribution Drive	Morrisville, NC	—	*	1,300,889	5,313,226	207,184	1,301,211	5,520,088	6,821,299	982,101	2007	5 - 40
220 Lake Drive	Newark, DE	—		566,650	6,099,337	361,819	566,650	6,461,156	7,027,806	80,822	2013	5 - 40
222 Lake Drive	Newark, DE	—		1,045,238	1,975,553	149,013	1,045,238	2,124,565	3,169,803	29,443	2013	5 - 40
1879 Lamont Avenue	Odenton, MD	—		1,976,000	8,099,579	2,469,160	2,011,030	10,533,709	12,544,739	2,815,153	2004	5 - 40
350 Winmeyer Avenue	Odenton, MD	—		1,778,400	7,289,165	2,069,298	1,809,927	9,326,936	11,136,863	2,295,694	2004	5 - 40
4000 E Airport Drive	Ontario, CA	—		2,686,533	10,125,772	347,718	2,686,533	10,473,490	13,160,023	81,663	2013	5 - 40
1000 Gills Drive	Orlando, FL	—		415,906	—	2,713,878	435,400	2,694,384	3,129,784	408,256	2006	5 - 40
10003 Satellite Boulevard	Orlando, FL	—		680,312	2,120,754	1,367,678	680,312	3,488,432	4,168,744	1,060,925	2003	5 - 40
10511 & 10611 Satellite Boulevard	Orlando, FL	—		517,554	2,568,186	443,582	522,991	3,006,331	3,529,322	1,294,479	1985	5 - 40
10771 Palm Bay Drive	Orlando, FL	—		664,605		2,363,613	685,383	2,342,835	3,028,218	709,672	2001	5 - 40
1090 Gills Drive	Orlando, FL	—		878,320	2,558,833	1,401,321	878,320	3,960,154	4,838,474	1,039,531	2003	5 - 40
1400-1440 Central Florida Parkway	Orlando, FL	—		518,043	2,561,938	972,059	518,043	3,533,997	4,052,040	1,415,579	1962	5 - 40
1902 Cypress Lake Drive	Orlando, FL	—		523,512	3,191,790	1,501,108	538,512	4,677,898	5,216,410	1,811,632	1989	5 - 40
1950 Summit Park Drive	Orlando, FL	—		2,573,700	17,478,646	3,366,242	2,583,667	20,834,921	23,418,588	5,598,959	2005	5 - 40
1958 Summit Park Drive	Orlando, FL	—		2,573,961	11,206,937	10,302,131	2,583,216	21,499,813	24,083,029	4,753,999	2005	5 - 40
2000 Park Oaks Avenue	Orlando, FL	—	*	913,201	6,818,610	230,114	913,201	7,048,724	7,961,925	58,079	2013	5 - 40
201 Summit Park Drive	Orlando, FL	—		4,435,921	—	38,416,263	4,510,990	38,341,194	42,852,184	4,114,956	2008	5 - 40
2202 Taft-Vineland Road	Orlando, FL	—		1,283,713	—	5,350,222	1,283,713	5,350,222	6,633,935	2,340,664	2004	5 - 40
2212 Taft Vineland Road	Orlando, FL	—		838,853	—	4,084,540	767,953	4,155,440	4,923,393	954,226	2006	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

			Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances	Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
2256 Taft-Vineland Road	Orlando, FL	—	467,296	—	2,494,667	825,673	2,136,290	2,961,963	577,460	2005	5 - 40
2351 Investors Row	Orlando, FL	—	2,261,924	7,496,249	2,521,108	2,271,785	10,007,496	12,279,281	2,442,643	2004	5 - 40
2400 South Lake Orange Drive	Orlando, FL	—	385,964	—	3,215,820	642,427	2,959,357	3,601,784	920,539	2001	5 - 40
2412 Sand Lake Road	Orlando, FL	—	1,236,819	3,243,314	1,080,993	1,244,667	4,316,459	5,561,126	102,027	2012	5 - 40
2416 Lake Orange Drive	Orlando, FL	—	535,964		2,707,004	704,800	2,538,168	3,242,968	836,397	2002	5 - 40
6200 Lee Vista Boulevard	Orlando, FL	—	1,435,301	6,174,642	638,970	1,435,301	6,813,612	8,248,913	1,295,111	2006	5 - 40
6501 Lee Vista Boulevard	Orlando, FL	—	903,701		5,660,760	925,671	5,638,790	6,564,461	1,742,041	2001	5 - 40
6918 Presidents Drive	Orlando, FL	—	872,550	2,526,043	8,631	872,550	2,534,674	3,407,224	113,853	2012	5 - 40
6923 Lee Vista Boulevard	Orlando, FL	—	903,701	—	3,790,427	830,953	3,863,175	4,694,128	871,059	2006	5 - 40
7022 TPC Drive	Orlando, FL	—	1,443,510	6,775,194	538,223	1,457,286	7,299,642	8,756,928	1,442,201	2006	5 - 40
7100 TPC Drive	Orlando, FL	—	1,431,489	8,002,539	793,222	1,445,807	8,781,443	10,227,250	1,640,546	2006	5 - 40
7101 TPC Drive	Orlando, FL	—	1,553,537	5,702,243	329,099	1,570,863	6,014,016	7,584,879	1,154,156	2006	5 - 40
7315 Kingspointe Parkway	Orlando, FL	—	1,931,697	6,388,203	2,052,761	1,932,004	8,440,657	10,372,661	2,810,050	2004	5 - 40
8201 Chancellor Drive	Orlando, FL	—	4,295,972	15,564,905	2,994,969	4,295,972	18,559,875	22,855,847	3,178,833	2010	5 - 40
851 Gills Drive	Orlando, FL	—	332,992	—	2,861,135	373,500	2,820,627	3,194,127	460,129	2006	5 - 40
950 Gills Drive	Orlando, FL	—	443,989	—	2,907,134	464,800	2,886,323	3,351,123	411,719	2006	5 - 40
9550 Satellite Boulevard	Orlando, FL	—	574,831	—	2,507,801	587,319	2,495,313	3,082,632	1,044,792	1999	5 - 40
9600 Satellite Boulevard	Orlando, FL	—	252,850	1,297,923	102,860	252,850	1,400,783	1,653,633	549,904	1989	5 - 40
9700 Satellite Boulevard	Orlando, FL	—	405,362	1,146,546	298,443	405,362	1,444,989	1,850,351	550,617	1989	5 - 40
13 Centennial Drive	Peabody, MA	—	1,203,464	7,752,384	489,439	1,203,464	8,241,823	9,445,287	111,551	2013	5 - 40
1 Crescent Drive	Philadelphia, PA	—	567,280	—	15,417,229	347,892	15,636,617	15,984,509	3,015,280	2004	5 - 40
12285 McNulty Road	Philadelphia, PA	—	532,748	2,126,150	152,538	532,748	2,278,689	2,811,437	35,995	2013	5 - 40
150 Rouse Boulevard	Philadelphia, PA	—	567,531	—	13,999,552	569,349	13,997,734	14,567,083	496,978	2011	5 - 40
3 Crescent Drive	Philadelphia, PA	—	214,726	—	22,906,987	417,823	22,703,890	23,121,713	2,484,841	2008	5 - 40
4000 S 26th Street	Philadelphia, PA	—	51,784	—	7,097,969	616,467	6,533,286	7,149,753	228,285	2011	5 - 40
4050 S 26th Street	Philadelphia, PA	—	46,301	—	7,018,037	616,670	6,447,668	7,064,338	280,999	2011	5 - 40
4300 South 26th Street	Philadelphia, PA	—	402,673	—	34,872,598	413,030	34,862,241	35,275,271	3,880,730	2008	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost				Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition		Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
4751 League Island Boulevard	Philadelphia, PA	—		992,965	331,924	7,223,254		1,022,081	7,526,062	8,548,143	2,041,669	2003	5 - 40
4775 League Island Boulevard	Philadelphia, PA	—		891,892	—	4,623,172		366,982	5,148,082	5,515,064	810,065	2006	5 - 40
5 Crescent Drive	Philadelphia, PA	—		1,765,341	—	74,982,228		1,897,041	74,850,528	76,747,569	1,827,449	2011	5 - 40
8th & Walnut Streets	Philadelphia, PA	44,463,003		734,275	—	45,224,560		4,349,661	41,609,174	45,958,835	341,951	2011	5 - 40
2626 South 7th Street	Phoenix, AZ	—		2,519,510	3,798,560	3,286,737		2,519,510	7,085,297	9,604,807	228,380	2012	5 - 40
4207 E. Cotton Center Boulevard	Phoenix, AZ	—		1,409,908	4,680,808	1,100,202		1,410,248	5,780,670	7,190,918	1,401,486	2007	5 - 40
4217 E. Cotton Center Boulevard	Phoenix, AZ	—		6,920,980	10,045,599	3,757,067		6,690,321	14,033,325	20,723,646	2,988,108	2007	5 - 40
4303 E. Cotton Center Boulvard	Phoenix, AZ	—	*	2,619,964	9,675,711	43,651		2,619,964	9,719,362	12,339,326	1,883,829	2007	5 - 40
4313 E. Cotton Center Boulevard	Phoenix, AZ	—	*	3,895,539	16,724,283	1,467,793		3,895,539	18,192,076	22,087,615	3,801,214	2007	5 - 40
4405 E. Cotton Center Boulevard	Phoenix, AZ	—	*	2,646,318	9,697,439	825,620		2,646,318	10,523,059	13,169,377	1,931,623	2007	5 - 40
4410 E. Cotton Center Boulevard	Phoenix, AZ	—		4,758,484	10,559,563	5,608,207		4,765,172	16,161,082	20,926,254	3,290,039	2007	5 - 40
4415 E. Cotton Center Boulevard	Phoenix, AZ	—	*	1,749,957	3,667,748	465,844		1,749,957	4,133,592	5,883,549	786,739	2007	5 - 40
4425 E. Cotton Center Boulvard	Phoenix, AZ	—	*	7,318,457	24,549,401	(473,426	)	7,318,457	24,075,975	31,394,432	3,927,918	2007	5 - 40
4435 E. Cotton Center Boulevard	Phoenix, AZ	—		1,910,584	1,954,020	2,166,648		1,911,045	4,120,208	6,031,253	1,040,886	2007	5 - 40
4550 South 44th Street	Phoenix, AZ	—		5,380,972	—	9,257,593		6,391,283	8,247,282	14,638,565	2,049,181	2007	5 - 40
4610 South 44th Street	Phoenix, AZ	—		6,539,310	—	10,331,533		6,827,288	10,043,555	16,870,843	1,663,976	2007	5 - 40
4750 South 44th Place	Phoenix, AZ	—		3,756,307	8,336,400	4,190,610		3,761,587	12,521,730	16,283,317	2,136,090	2007	5 - 40
563 South 63rd Avenue	Phoenix, AZ	—		5,523,427	14,581,705	7,876,524		5,636,070	22,345,586	27,981,656	281,487	2013	5 - 40
9801 South 51st Street	Phoenix, AZ	—		2,225,839	2,059,235	1,063,738		2,225,839	3,122,973	5,348,812	267,643	2012	5 - 40
Cotton Center Building 18	Phoenix, AZ	—		11,222,938	—	15,254,730		11,318,033	15,159,635	26,477,668	309,257	2012	5 - 40
1000 Klein Road	Plano, TX	—		706,660	5,894,330	248,060		706,660	6,142,391	6,849,051	47,536	2013	5 - 40
1901 10th Street	Plano, TX	—	*	555,168	6,401,789	336,023		555,168	6,737,812	7,292,980	57,231	2013	5 - 40
1909 10th Street	Plano, TX	—	*	551,706	5,797,440	262,150		551,706	6,059,590	6,611,296	51,828	2013	5 - 40
3605 East Plano Parkway	Plano, TX	—		1,047,996	9,218,748	355,589		1,047,996	9,574,336	10,622,332	76,223	2013	5 - 40
3701 East Plano Parkway	Plano, TX	—		877,564	7,460,686	332,221		877,564	7,792,906	8,670,470	63,480	2013	5 - 40
800 Klein Road	Plano, TX	—		580,456	5,681,283	299,393		580,456	5,980,676	6,561,132	53,087	2013	5 - 40
900 Klein Road	Plano, TX	—		723,534	6,004,923	349,690		723,534	6,354,613	7,078,147	53,655	2013	5 - 40
9801 80th Avenue	Pleasant Prairie, WI	—		1,692,077	7,934,794	337,494		1,689,726	8,274,639	9,964,365	3,145,391	1994	5 - 40
2250 Hickory Road	Plymouth Meeting, PA	—		1,015,851	9,175,555	3,070,214		1,024,040	12,237,581	13,261,621	5,510,733	1985	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
14630-14650 28th Avenue North	Plymouth, MN	—		198,205	1,793,422	733,275	198,205	2,526,696	2,724,901	1,167,527	1978	5 - 40
2920 Northwest Boulevard	Plymouth, MN	—		392,026	3,433,678	434,126	384,235	3,875,595	4,259,830	1,549,911	1997	5 - 40
5905 Trenton Lane North	Plymouth, MN	—		1,616,360	4,487,462	388,509	1,616,360	4,875,970	6,492,330	45,381	2013	5 - 40
6055 Nathan Lane North	Plymouth, MN	—	*	1,327,017	4,527,404	319,429	1,327,017	4,846,833	6,173,850	43,172	2013	5 - 40
1400 SW 6th Court	Pompano Beach, FL	—		1,157,049	4,620,956	1,294,899	1,157,049	5,915,855	7,072,904	2,116,446	1986	5 - 40
1405 SW 6th Court	Pompano Beach, FL	—		392,138	1,565,787	444,436	392,138	2,010,224	2,402,362	868,485	1985	5 - 40
1500 SW 5th Court	Pompano Beach, FL	—		972,232	3,892,085	503,712	972,232	4,395,797	5,368,029	1,730,940	1957	5 - 40
1501 SW 5th Court	Pompano Beach, FL	—		203,247	811,093	342,376	203,247	1,153,470	1,356,717	408,458	1990	5 - 40
1601 SW 5th Court	Pompano Beach, FL	—		203,247	811,093	78,411	203,247	889,505	1,092,752	345,590	1990	5 - 40
1651 SW 5th Court	Pompano Beach, FL	—		203,247	811,093	183,052	203,247	994,146	1,197,393	364,633	1990	5 - 40
2201-2215 NW 30th Place	Pompano Beach, FL	—		1,120,328	3,427,358	96,028	1,120,328	3,523,386	4,643,714	30,893	2013	5 - 40
2250-2270 NW 30th Place	Pompano Beach, FL	—		993,015	2,423,174	123,273	993,015	2,546,447	3,539,462	21,532	2013	5 - 40
2280-2300 NW 30th Place	Pompano Beach, FL	—		906,947	2,157,802	156,054	906,947	2,313,857	3,220,804	17,823	2013	5 - 40
2301-2329 NW 30th Place	Pompano Beach, FL	—		1,268,707	3,079,811	109,158	1,268,707	3,188,969	4,457,676	28,692	2013	5 - 40
3000 NW 25th Avenue	Pompano Beach, FL	—		1,087,554	2,897,117	107,430	1,087,554	3,004,547	4,092,101	28,291	2013	5 - 40
3001-3037 NW 25th Avenue	Pompano Beach, FL	—		1,548,542	3,512,041	182,217	1,548,542	3,694,259	5,242,801	34,966	2013	5 - 40
3012-3050 NW 25th Avenue	Pompano Beach, FL	—		1,112,781	2,763,862	209,767	1,112,781	2,973,628	4,086,409	24,616	2013	5 - 40
595 SW 13th Terrace	Pompano Beach, FL	—		359,933	1,437,116	624,145	359,933	2,061,261	2,421,194	840,297	1984	5 - 40
601 SW 13th Terrace	Pompano Beach, FL	—		164,413	655,933	279,326	164,413	935,259	1,099,672	434,373	1984	5 - 40
605 SW 16th Terrace	Pompano Beach, FL	—		310,778	1,238,324	186,248	310,178	1,425,172	1,735,350	663,040	1965	5 - 40
8720 Rochester Avenue	Ranco Cucamonga, CA	—		1,304,547	3,371,959	104,950	1,304,547	3,476,909	4,781,456	25,864	2013	5 - 40
301 Hill Carter Parkway	Richmond, VA	—		659,456	4,836,010	159,898	659,456	4,995,908	5,655,364	2,377,111	1989	5 - 40
4101-4127 Carolina Avenue	Richmond, VA	—		310,854	2,279,597	1,093,550	310,854	3,373,147	3,684,001	1,518,335	1973	5 - 40
4201-4261 Carolina Avenue	Richmond, VA	—		693,203	5,083,493	1,908,968	693,203	6,992,461	7,685,664	3,263,202	1975	5 - 40
4263-4299 Carolina Avenue	Richmond, VA	—		256,203	2,549,649	2,159,827	256,203	4,709,476	4,965,679	2,057,224	1976	5 - 40
4263F-N. Carolina Avenue	Richmond, VA	—		91,476	—	1,760,194	91,599	1,760,071	1,851,670	789,708	1975	5 - 40
4301-4335 Carolina Avenue	Richmond, VA	—		223,696	1,640,435	2,470,110	223,696	4,110,545	4,334,241	1,549,168	1978	5 - 40
4337-4379 Carolina Avenue	Richmond, VA	—		325,303	2,385,557	1,293,892	325,303	3,679,449	4,004,752	1,744,383	1979	5 - 40
4401-4445 Carolina Avenue	Richmond, VA	—		615,038	4,510,272	443,077	615,038	4,953,349	5,568,387	2,314,990	1988	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
4447-4491 Carolina Avenue	Richmond, VA	—		454,056	2,729,742	364,252	454,056	3,093,994	3,548,050	1,580,731	1987	5 - 40
4501-4549 Carolina Avenue	Richmond, VA	—		486,166	3,565,211	553,422	486,166	4,118,633	4,604,799	1,882,892	1981	5 - 40
4551-4593 Carolina Avenue	Richmond, VA	—		474,360	3,478,646	944,590	474,360	4,423,236	4,897,596	2,088,072	1982	5 - 40
4601-4643 Carolina Avenue	Richmond, VA	—		652,455	4,784,675	769,136	652,455	5,553,811	6,206,266	2,805,560	1985	5 - 40
4645-4683 Carolina Avenue	Richmond, VA	—		404,616	2,967,187	541,284	404,616	3,508,471	3,913,087	1,624,533	1985	5 - 40
4717-4729 Eubank Road	Richmond, VA	—		449,447	3,294,697	2,212,870	452,263	5,504,751	5,957,014	2,275,160	1978	5 - 40
510 Eastpark Court	Richmond, VA	—		261,961	2,110,874	470,589	262,210	2,581,214	2,843,424	1,206,531	1989	5 - 40
520 Eastpark Court	Richmond, VA	—		486,118	4,083,582	698,931	486,598	4,782,033	5,268,631	1,931,125	1989	5 - 40
530 Eastpark Court	Richmond, VA	—		266,883	—	2,582,885	334,772	2,514,996	2,849,768	994,877	1999	5 - 40
540 Eastpark Court	Richmond, VA	—		742,300	—	5,415,233	1,066,839	5,090,694	6,157,533	751,308	2007	5 - 40
5600-5626 Eastport Boulevard	Richmond, VA	—		489,941	3,592,900	536,950	489,941	4,129,850	4,619,791	1,787,664	1989	5 - 40
5601-5659 Eastport Boulevard	Richmond, VA	—		705,660	—	4,769,910	720,100	4,755,470	5,475,570	2,165,001	1996	5 - 40
5650-5674 Eastport Boulevard	Richmond, VA	—		644,384	4,025,480	215,069	644,384	4,240,549	4,884,933	1,998,249	1990	5 - 40
5700 Eastport Boulevard	Richmond, VA	—		408,729	2,697,348	677,432	408,729	3,374,780	3,783,509	1,789,346	1990	5 - 40
5701-5799 Eastport Boulevard	Richmond, VA	—		694,644	—	5,612,200	700,503	5,606,341	6,306,844	2,084,265	1998	5 - 40
5900 Eastport Boulevard	Richmond, VA	—		676,661	—	4,974,338	687,898	4,963,101	5,650,999	2,222,816	1997	5 - 40
6000 Eastport Blvd	Richmond, VA	—		872,901	—	7,486,258	901,666	7,457,493	8,359,159	1,083,392	1997	5 - 40
2020 US Highway 301 South	Riverview, FL	—		1,233,639	13,608,485	109,899	1,233,800	13,718,223	14,952,023	2,769,053	2006	5 - 40
6530 Judge Adams Road	Rock Creek, NC	—		305,821	—	4,967,815	335,061	4,938,575	5,273,636	1,812,271	1999	5 - 40
6532 Judge Adams Road	Rock Creek, NC	—		354,903	—	4,016,834	399,988	3,971,749	4,371,737	1,626,000	1997	5 - 40
13098 George Weber Drive	Rogers, MN	—		895,811	6,004,189	645,566	895,811	6,649,755	7,545,566	564,459	2011	5 - 40
1070 Windham Parkway	Romeoville, IL	—		8,672,143	24,144,864	—	8,672,143	24,144,864	32,817,007	840,005	2012	5 - 40
1550 Central Avenue	Roselle, IL	—	*	2,884,492	10,439,793	484,562	2,884,492	10,924,355	13,808,847	96,728	2013	5 - 40
1135 Aviation Place	San Fernando, CA	—		3,035,034	2,844,962	135,218	3,035,034	2,980,180	6,015,214	22,470	2013	5 - 40
8715 Bollman Place	Savage, MD	—		1,263,237	2,633,210	99,509	1,263,237	2,732,719	3,995,956	21,816	2013	5 - 40
8501 East Raintree Drive	Scottsdale, AZ	—		4,076,412	—	27,621,159	4,115,137	27,582,434	31,697,571	7,042,077	2005	5 - 40
1150 Gateway Drive	Shakopee, MN	—		1,126,865	5,684,178	—	1,126,865	5,684,178	6,811,043	164,890	2012	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2012

				Initial Cost			Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition	Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
5555 12th Avenue East	Shakopee, MN	—		887,285	5,321,200	6,820	887,285	5,328,020	6,215,305	163,463	2012	5 - 40
1210 Champion Way	Sharonville, OH	—		1,337,271	6,135,118	489,270	1,337,271	6,624,389	7,961,660	112,936	2013	5 - 40
3990 Heritage Oak Court	Simi Valley, CA	—	*	1,964,140	10,667,267	345,689	1,964,140	11,012,956	12,977,096	79,863	2013	5 - 40
3654-3668 Swenson Avenue	St. Charles, IL	—		643,639	1,645,058	100,470	643,639	1,745,528	2,389,167	17,590	2013	5 - 40
3701 Illinois Ave	St. Charles, IL	—		672,500	1,288,924	117,765	672,500	1,406,689	2,079,189	14,779	2013	5 - 40
3950-3980 Swenson Avenue	St. Charles, IL	—		851,080	3,027,753	149,571	851,080	3,177,324	4,028,404	27,743	2013	5 - 40
1501 102nd Avenue North	St. Petersburg, FL	—	*	283,474	2,230,868	96,546	283,474	2,327,413	2,610,887	18,314	2013	5 - 40
1527 102nd Avenue North	St. Petersburg, FL	—	*	374,284	2,987,226	128,152	374,284	3,115,378	3,489,662	24,452	2013	5 - 40
1551 102nd Avenue North	St. Petersburg, FL	—	*	699,797	5,214,438	254,949	699,797	5,469,387	6,169,184	64,802	2013	5 - 40
6900 Harbour View Boulevard	Suffolk, VA	—		904,052	—	8,652,438	807,006	8,749,484	9,556,490	1,719,372	2006	5 - 40
6920 Harbour View Boulevard	Suffolk, VA	—		603,391	—	6,707,341	2,628,635	4,682,097	7,310,732	218,907	2005	5 - 40
6950 Harbour View Blvd	Suffolk, VA	—		929,844	—	6,485,717	794,848	6,620,713	7,415,561	1,337,252	2004	5 - 40
1516 Fryar Avenue	Sumner, WA	—		1,675,402	5,079,543	301,095	1,675,402	5,380,638	7,056,040	54,920	2013	5 - 40
1301 International Parkway	Sunrise, FL	—		5,100,162	24,219,956	7,381,868	5,100,791	31,601,195	36,701,986	5,568,038	2006	5 - 40
13621 NW 12th Street	Sunrise, FL	—		5,570,820	9,454,900	2,690,353	5,570,820	12,145,253	17,716,073	3,055,333	2008	5 - 40
13630 NW 8th Street	Sunrise, FL	—		659,797	2,596,275	540,787	659,825	3,137,033	3,796,858	1,145,342	1991	5 - 40
13650 NW 8th Street	Sunrise, FL	—		558,223	2,171,930	214,395	558,251	2,386,297	2,944,548	918,225	1991	5 - 40
100 Dartmouth Drive	Swedesboro, NJ	—		909,723	11,453,198	138,839	909,723	11,592,037	12,501,760	102,087	2013	5 - 40
100 Gloucester Court	Swedesboro, NJ	—		829,732	8,758,904	262,213	829,732	9,021,118	9,850,850	81,346	2013	5 - 40
111 Kelsey Lane	Tampa, FL	—		359,540	1,461,850	1,266,152	359,540	2,728,002	3,087,542	899,662	1990	5 - 40
131 Kelsey Lane	Tampa, FL	—		511,463	—	4,437,886	559,527	4,389,822	4,949,349	2,452,150	1,985	5 - 40
150-182 Kelsey Lane	Tampa, FL	—		403,541	—	5,260,899	1,181,609	4,482,831	5,664,440	625,275	2,006	5 - 40
200-34 Kelsey Lane	Tampa, FL	—		330,097	—	3,314,788	933,362	2,711,523	3,644,885	564,239	2,005	5 - 40
3102,3104,3110 Cherry Palm Drive	Tampa, FL	—		503,767	2,787,585	1,301,589	503,767	4,089,174	4,592,941	1,818,822	1,986	5 - 40
3401-3409 Cragmont Drive	Tampa, FL	—		556,952	3,849,236	5,141	556,952	3,854,377	4,411,329	104,522	2,012	5 - 40
3502 Roga Boulevard	Tampa, FL	—		201,600	1,263,131	21,392	201,600	1,284,523	1,486,123	35,575	2,012	5 - 40
3505 Cragmont Drive	Tampa, FL	—		936,336	7,155,520	1,313	936,336	7,156,833	8,093,169	212,052	2,012	5 - 40
3608 Queen Palm Drive	Tampa, FL	—		650,384	4,764,301	32,287	650,384	4,796,588	5,446,972	139,360	2,012	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

			Initial Cost				Gross Amount Carried at End of Period
Project	Location	Encumbrances	Land	Building	Costs Capitalized Subsequent to Acquisition		Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
4502 Woodland Corporate Boulevard	Tampa, FL	—	1,035,422	—	3,472,386		1,071,535	3,436,273	4,507,808	1,216,693	1999	5 - 40
4503 Woodland Corporate Boulevard	Tampa, FL	—	619,913	—	2,876,500		619,913	2,876,500	3,496,413	973,291	2002	5 - 40
4505 Woodland Corporate Boulevard	Tampa, FL	—	516,594	—	2,443,438		716,594	2,243,438	2,960,032	789,237	2002	5 - 40
4508 Woodland Corporate Boulevard	Tampa, FL	—	498,598	—	3,087,970		556,887	3,029,681	3,586,568	1,127,131	2000	5 - 40
4511 Woodland Corporate Boulevard	Tampa, FL	—	516,594	—	2,311,508		686,594	2,141,508	2,828,102	642,253	2002	5 - 40
4520 Seedling Circle	Tampa, FL	—	854,797	42,131	2,724,029		854,797	2,766,160	3,620,957	669,577	2003	5 - 40
4630 Woodland Corporate Boulevard	Tampa, FL	—	943,169	—	14,042,129		1,560,099	13,425,199	14,985,298	4,914,641	2000	5 - 40
4631 Woodland Corporate Blvd	Tampa, FL	—	1,453,367	—	13,375,916		1,908,792	12,920,491	14,829,283	1,715,755	2006	5 - 40
501 US Highway 301 South	Tampa, FL	—	898,884	—	3,412,262		900,508	3,410,638	4,311,146	1,040,719	2004	5 - 40
5250 Eagle Trail Drive	Tampa, FL	—	952,860	—	3,464,999		952,860	3,464,999	4,417,859	1,322,152	1998	5 - 40
5501-5519 Pioneer Park Boulevard	Tampa, FL	—	162,000	1,613,000	963,054		262,416	2,475,638	2,738,054	1,097,196	1981	5 - 40
5690-5694 Crenshaw Street	Tampa, FL	—	181,923	1,812,496	784,786		181,923	2,597,282	2,779,205	1,019,089	1979	5 - 40
701-725 South US Hwy 301	Tampa, FL	—	419,683	—	3,418,844		661,680	3,176,847	3,838,527	1,261,568	2000	5 - 40
7621 Bald Cypress Place (Bldg N)	Tampa, FL	—	716,580	132,773	604,699		447,498	1,006,554	1,454,052	260,020	2001	5 - 40
7724 Woodland Center Boulevard	Tampa, FL	—	235,893	—	2,244,863		235,894	2,244,862	2,480,756	784,825	1998	5 - 40
7725 Woodland Center Boulevard	Tampa, FL	—	553,335	—	3,396,664		771,501	3,178,498	3,949,999	1,177,442	1999	5 - 40
7802-50 Woodland Center Boulevard	Tampa, FL	—	357,364	—	2,948,109		506,949	2,798,524	3,305,473	899,310	1999	5 - 40
7851-7861 Woodland Center Blvd	Tampa, FL	—	548,905	2,241,627	204,199		548,905	2,445,826	2,994,731	520,111	2006	5 - 40
7852-98 Woodland Center Boulevard	Tampa, FL	—	357,364	—	2,662,010		506,949	2,512,425	3,019,374	931,414	1999	5 - 40
7920 Woodland Center Boulevard	Tampa, FL	—	1,082,648	2,445,444	434,554		1,082,648	2,879,998	3,962,646	1,050,378	1997	5 - 40
7930, 8010-20 Woodland Center Boulevard	Tampa, FL	—	1,408,478	5,247,246	1,166,149		1,408,478	6,413,395	7,821,873	2,782,366	1990	5 - 40
8001 Woodland Center Boulevard	Tampa, FL	—	350,406	—	2,295,752		438,061	2,208,097	2,646,158	796,181	1999	5 - 40
8110 Anderson Road	Tampa, FL	—	912,663	5,425,143	70,834		912,663	5,495,977	6,408,640	177,417	2012	5 - 40
8112-42 Woodland Center Boulevard	Tampa, FL	—	513,263	3,230,239	649,274		513,263	3,879,513	4,392,776	1,782,213	1995	5 - 40
8130 Anderson Road	Tampa, FL	—	655,668	4,132,076	26,203		655,668	4,158,279	4,813,947	133,968	2012	5 - 40
8154-8198 Woodland Center Boulevard	Tampa, FL	—	399,088	2,868,834	1,074,969		399,088	3,943,803	4,342,891	1,561,150	1988	5 - 40
8212 Woodland Center Boulevard	Tampa, FL	—	820,882	2,322,720	37,907		820,882	2,360,627	3,181,509	983,441	1996	5 - 40
8401-8408 Benjamin Road	Tampa, FL	—	789,651	4,454,648	325,682		611,626	4,958,355	5,569,981	2,434,848	1986	5 - 40
8705 Henderson Road	Tampa, FL	—	4,303,870	23,688,409	(15,944	)	4,304,102	23,672,234	27,976,336	5,416,432	2006	5 - 40

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost				Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land	Building	Costs Capitalized Subsequent to Acquisition		Land and Improvements	Building and Improvements	Total 12/31/2013	Accumulated Depreciation 12/31/2013	Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
8715 Henderson Road	Tampa, FL	—		3,343,910	18,325,599	323,223		3,344,090	18,648,642	21,992,732	4,784,886	2006	5 - 40
8725 Henderson Road	Tampa, FL	—		3,167,787	19,126,318	342,145		3,167,958	19,468,292	22,636,250	4,944,543	2006	5 - 40
8735 Henderson Road	Tampa, FL	—		3,166,130	18,735,573	1,276,725		3,166,300	20,012,128	23,178,428	4,997,971	2006	5 - 40
8745 Henderson Road	Tampa, FL	—		2,050,439	11,173,008	(44,065	)	2,050,548	11,128,834	13,179,382	1,936,630	2006	5 - 40
8900-34 Brittany Was	Tampa, FL	—		537,194	—	3,664,883		978,019	3,224,058	4,202,077	871,357	2005	5 - 40
8921 Brittany Way	Tampa, FL	—		224,369	1,063,882	868,340		254,493	1,902,098	2,156,591	729,000	1998	5 - 40
9001-9015 Brittany Way	Tampa, FL	—		209,841	—	1,806,688		364,514	1,652,015	2,016,529	670,629	2000	5 - 40
9002-9036 Brittany Way	Tampa, FL	—		492,320	—	3,785,603		899,284	3,378,639	4,277,923	1,255,220	2004	5 - 40
901-933 US Highway 301 South	Tampa, FL	—		500,391	—	4,162,685		840,314	3,822,762	4,663,076	1,522,409	2001	5 - 40
9020 King Palm Drive	Tampa, FL	—		1,718,496	11,697,381	133,305		1,718,496	11,830,686	13,549,182	348,543	2012	5 - 40
910-926 Chad Lane	Tampa, FL	—		201,771	—	3,214,583		628,237	2,788,117	3,416,354	975,719	2006	5 - 40
9110 King Palm Drive	Tampa, FL	—		1,203,200	7,979,540	64,475		1,203,200	8,044,015	9,247,215	252,514	2012	5 - 40
9203 King Palm Drive	Tampa, FL	—		754,832	4,966,864	92,249		754,832	5,059,113	5,813,945	211,377	2012	5 - 40
9306-24 East Broadway Avenue	Tampa, FL	—		450,440	—	3,303,369		486,004	3,267,805	3,753,809	479,734	2007	5 - 40
9319 Peach Palm Drive	Tampa, FL	—		612,536	4,168,473	9,700		612,536	4,178,173	4,790,709	115,323	2012	5 - 40
9704 Solar Drive	Tampa, FL	—		374,548	1,354,800	126,348		374,548	1,481,148	1,855,696	37,252	2012	5 - 40
9945 Currie Davis Drive	Tampa, FL	—		1,134,286	9,241,807	380,833		1,134,286	9,622,639	10,756,925	75,495	2013	5 - 40
1858 E Encanto Dr	Tempe, AZ	—	*	877,611	4,485,427	190,934		877,611	4,676,361	5,553,972	40,311	2013	5 - 40
475 W Vaughn St	Tempe, AZ	—		1,112,245	2,260,348	134,556		1,112,245	2,394,904	3,507,149	23,366	2013	5 - 40
921 South Park Lane	Tempe, AZ	—		1,192,820	1,580,155	477,881		1,192,820	2,058,037	3,250,857	129,894	2011	5 - 40
8313 West Pierce Street	Tolleson, AZ	—		2,295,090	9,079,811	3,224,097		2,295,090	12,303,908	14,598,998	2,702,937	2007	5 - 40
8591 West Washington Street	Tolleson, AZ	—		1,574,912	7,308,021	274,301		1,574,912	7,582,322	9,157,234	347,237	2012	5 - 40
8601 West Washington Street	Tolleson, AZ	—		1,524,603	6,352,070	493,296		1,524,603	6,845,366	8,369,969	350,898	2012	5 - 40
5111 S Royal Atlanta Drive	Tucker, GA	—	*	435,776	1,875,685	214,242		435,776	2,089,928	2,525,704	23,119	2013	5 - 40
5151 S Royal Atlanta Drive	Tucker, GA	—	*	345,061	1,428,840	178,941		345,061	1,607,781	1,952,842	19,469	2013	5 - 40
1457 Miller Store Road	Virginia Beach, VA	—		473,689	2,663,045	413,058		474,746	3,075,046	3,549,792	910,738	2003	5 - 40
200 Golden Oak Court	Virginia Beach, VA	—		1,116,693	6,770,480	2,106,737		1,116,693	8,877,217	9,993,910	3,538,776	1988	5 - 40
208 Golden Oak Court	Virginia Beach, VA	—		965,177	6,728,717	1,870,956		965,177	8,599,673	9,564,850	3,552,417	1989	5 - 40

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LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

					Initial Cost						Gross Amount Carried at End of Period
Project	Location	Encumbrances			Land		Building		Costs Capitalized Subsequent to Acquisition		Land and Improvements		Building and Improvements		Total 12/31/2013		Accumulated Depreciation 12/31/2013		Date of Construction or Acquisition	Depreciable life (years)
OPERATING PROPERTIES
2809 South Lynnhaven Road	Virginia Beach, VA	—			953,590		6,142,742		1,769,833		953,590		7,912,575		8,866,165		3,130,409		1987	5 - 40
484 Viking Drive	Virginia Beach, VA	—			891,753		3,607,890		513,437		891,753		4,121,326		5,013,079		1,655,629		1987	5 - 40
629 Phoenix Drive	Virginia Beach, VA	—			371,694		2,108,097		250,511		371,694		2,358,608		2,730,302		973,996		1996	5 - 40
1100 17th Street NW	Washington, DC	—			16,558,660		32,223,978		954,372		16,558,660		33,178,350		49,737,010		3,041,022		2011	5 - 40
2100 M Street NW	Washington, DC	—			70,000,000		55,123,783		27,462		70,000,000		55,151,245		125,151,245		1,775,617		2013	5 - 40
1200 Liberty Ridge Drive	Wayne, PA	—			6,215,667		—		9,208,335		5,223,660		10,200,342		15,424,002		3,867,751		2001	5 - 40
1500 Liberty Ridge Drive	Wayne, PA	—			8,287,555		—		34,049,515		11,636,499		30,700,571		42,337,070		10,277,630		2002	5 - 40
825 Duportail Road	Wayne, PA	—			5,536,619		16,179,213		5,024,030		5,539,281		21,200,581		26,739,862		7,648,775		1979	5 - 40
400-500 Brandywine Parkway	West Chester, PA	—			845,846		6,809,025		656,823		845,846		7,465,848		8,311,694		3,029,672		1988	5 - 40
600 Brandywine Parkway	West Chester, PA	—			664,899		5,352,410		814,645		664,899		6,167,055		6,831,954		2,577,095		1988	5 - 40
1400 Powis Court	West Chicago, IL	—		*	578,314		2,448,562		72,419		578,314		2,520,981		3,099,295		18,384		2013	5 - 40
1 Kings Hill Aveune	West Malling, UK	—			4,288,389		—		10,583,801		4,142,996		10,729,194		14,872,190		2,065,152		2006	5 - 40
42 Kings Hill Avenue	West Malling, UK	—			5,397,739		—		13,460,795		4,497,753		14,360,781		18,858,534		2,390,197		2005	5 - 40
Liberty Square Retail Blocks	West Malling, UK	—			559,590		5,113,902		3,984,564		1,191,419		8,466,637		9,658,056		1,790,561		2006	5 - 40
1400 Northpoint Parkway	West Palm Beach, FL	—		*	2,454,972		5,312,829		276,502		2,454,972		5,589,331		8,044,303		54,818		2013	5 - 40
300 Northpoint Parkway	West Palm Beach, FL	—		*	1,177,064		2,102,451		125,706		1,177,064		2,228,157		3,405,221		20,749		2013	5 - 40
400 Northpoint Parkway	West Palm Beach, FL	—		*	1,029,595		1,728,187		109,374		1,029,595		1,837,561		2,867,156		15,908		2013	5 - 40
2935 West Corporate Lakes Blvd	Weston, FL	—			4,682,521		25,905,126		558,332		4,682,521		26,463,458		31,145,979		179,132		2013	5 - 40
2945 West Corporate Lakes Blvd	Weston, FL	—			2,345,242		13,973,766		273,455		2,345,242		14,247,221		16,592,463		95,264		2013	5 - 40
43-47 Hintz Road	Wheeling, IL	—		*	2,051,093		18,283,480		536,842		2,051,093		18,820,323		20,871,416		134,175		2013	5 - 40
10 Cornell Place	Wilmington, MA	—			598,120		2,142,736		232,897		598,120		2,375,632		2,973,752		26,040		2013	5 - 40
265 Ballardvale Street	Wilmington, MA	—			868,433		4,358,998		324,566		868,433		4,683,564		5,551,997		74,959		2013	5 - 40

Subtotal Operating Real Estate		$	64,974,227		$	1,079,681,038	$	2,829,350,974	$	2,375,181,699	$	1,139,454,639	$	5,144,759,070	$	6,284,213,709	$	1,057,679,601

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LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost						Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land		Building		Costs Capitalized Subsequent to Acquisition		Land and Improvements		Building and Improvements		Total 12/31/2013			Accumulated Depreciation 12/31/2013		Date of Construction or Acquisition	Depreciable life (years)
Development Properties
1467 Perryman Road	Aberdeen, MD	$	—	$	12,052,635	$	—	$	16,209,308	$	—	$	28,261,943	$	28,261,943		$	—	2013	N/A
100 Caliber Ridge Drive	Greer, SC	—		555,549		—		5,179,599		—		5,735,148		5,735,148			—		2013	N/A
7460 New Ridge Road	Hanover, MD	—		3,785,446		—		3,050,119		—		6,835,565		6,835,565			—		2013	N/A
7462 New Ridge Road	Hanover, MD	—		4,059,337		—		2,784,516		—		6,843,853		6,843,853			—		2013	N/A
1050 Greens Parkway	Houston, TX	—		973,482		—		2,634,974		—		3,608,456		3,608,456			—		2013	N/A
11220 Ella Boulevard	Houston, TX	—		1,505,855		—		6,103,964		—		7,609,819		7,609,819			—		2013	N/A
14300 Hollister Road	Houston, TX	—		1,377,193		—		5,204,006		—		6,581,199		6,581,199			—		2012	N/A
16330 Central Green Boulevard	Houston, TX	—		1,540,109		—		7,617,017		—		9,157,126		9,157,126			—		2012	N/A
8303 Fallbrook Drive	Houston, TX	—		4,613,370		—		3,282,520		—		7,895,890		7,895,890			—		2013	N/A
425 Old Morehall Road	Malvern, PA	—		3,847,501		—		24,622,365		—		28,469,866		28,469,866			—		2013	N/A
11500 NW 122 Street	Miami, FL	—		1,623,293		—		9,137,691		—		10,760,984		10,760,984		—	—		2013	N/A
201 Rouse Boulevard	Philadelphia, PA	—		243,905		—		3,859,694		—		4,103,599		4,103,599		—	—		2013	N/A
13225 Brockton Lane	Rogers, MN	—		1,048,093		—		4,636,867		—		5,684,960		5,684,960		—	—		2013	N/A
13320 Wilfred Lane	Rogers, MN	—		508,532		—		10,975,170		—		11,483,702		11,483,702		—	—		2012	N/A
9300 Old Scotland Road	Shippensburg, PA	—		10,232,633		—		50,083,929		—		60,316,562		60,316,562		—	—		2013	N/A
1850 W Rio Salado Parkway	Tempe, AZ	—		3,975,600		—		1,862,428		—		5,838,028		5,838,028		—	—		2013	N/A

Subtotal Development in Progress		$	—	$	51,942,533	$	—	$	157,244,167	$	—	$	209,186,700	$	209,186,700		$	—

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LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost							Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land		Building		Costs Capitalized Subsequent to Acquisition			Land and Improvements		Building and Improvements		Total 12/31/2013		Accumulated Depreciation 12/31/2013		Date of Construction or Acquisition	Depreciable life (years)
LAND HELD FOR DEVELOPMENT
4551 New York Avenue Land	Arlington, TX	$	—	$	4,754,659	$	—	$	(17,253	)	$	4,737,406	$	—	$	4,737,406	$	—	2013	N/A
LVIP Area VII-Lots 3, 4, 5 Land	Bethlehem, PA	—		6,058,664		—		2,832,704			8,891,368		—		8,891,368		—		2012	N/A
Mill Creek Road Land	Bethlehem, PA	—		18,548,585		—		1,256,223			19,804,808		—		19,804,808		—		2012	N/A
Boca Colannade Yamato Road	Boca Raton, FL	—		2,039,735		—		556,668			2,596,403		—		2,596,403		—		1998	N/A
12912 Virkler Drive Land	Charlotte, NC	—		208,646		—		14,743			223,389		—		223,389		—		2010	N/A
Charlotte Distribution Center Land-Lot 1	Charlotte, NC	—		654,713		—		(2,376		)	652,337		—		652,337		—		2011	N/A
Amberpoint Business Park Land	Dallas, TX	—		2,040,233		—		41,457			2,081,690		—		2,081,690		—		2012	N/A
Flying Cloud Drive Land	Eden Pairie, MN	—		2,051,631		—		17,695			2,069,326		—		2,069,326		—		2007	N/A
Camelback 303 Business Center Land	Goodyear, AZ	—		16,857,556		—		3,164,682			20,022,238		—		20,022,238		—		2007	N/A
Pleasant Ridge Road Land	Greensboro, NC	—		564,535		—		2,887,177			3,451,712		—		3,451,712		—		2006	N/A
Caliber Ridge Ind. Park Land	Greer, SC	—		1,811,803		—		2,639,848			4,451,651		—		4,451,651		—		2007	N/A
Hunters Green Land	Hagerstown, MD	—		5,489,586		—		8,581,024			14,070,610		—		14,070,610		—		2006	N/A
Lakefront Plaza II Land	Hampton, VA	—		138,101		—		100,289			238,390		—		238,390		—		2001	N/A
Ridge Road & Hanover Road Land	Hanover, MD	—		3,875,203		—		71,152			3,946,355		—		3,946,355		—		2012	N/A
Ridge Road Land	Hanover, MD	—		3,371,183		—		438,536			3,809,719		—		3,809,719		—		2008	N/A
Piedmond Centre Land	High Point, NC	—		913,276		—		907,686			1,820,962		—		1,820,962		—		2006	N/A
Commonwealth Corporate Center Land	Horsham, PA	—		3,043,938		—		14,024			3,057,962		—		3,057,962		—		2005	N/A
Interwood Land	Houston, TX	—		5,160,668		—		(4,131		)	5,156,537		—		5,156,537		—		2012	N/A
Rankin Road Land	Houston, TX	—		5,756,865		—		252,866			6,009,731		—		6,009,731		—		2007	N/A
Taub Beltway 8 Land	Houston, TX	—		9,511,795		—		49,341			9,561,136		—		9,561,136		—		2012	N/A
Kent County, UK	Kent, UK	—		—		—		—			2,579,128		—		2,579,128				2012	N/A
Commodore Business Park	Logan, NJ	—		792,118		—		1,061,915			1,854,033		—		1,854,033		—		1995	N/A
Spring Creek Land	Lower Macungie Twp, PA	—		25,615,668		—		168,389			25,784,057		—		25,784,057		—		2013	N/A
380 Old Morehall Road	Malvern, PA	—		1,344,809		—		(4,880		)	1,339,929		—		1,339,929		—		2012	N/A
Quarry Ridge Land	Malvern, PA	—		675,499		—		—			675,499		—		675,499		—		2001	N/A
Miami International Tradeport Land	Medley, FL	—		16,739,632		—		7,848,096			24,587,728		—		24,587,728		—		2011	N/A
Monarch Towne Center Land	Mirarar, FL	—		6,085,337		—		390,343			6,475,680		—		6,475,680		—		2006	N/A

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LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2013

				Initial Cost							Gross Amount Carried at End of Period
Project	Location	Encumbrances		Land		Building		Costs Capitalized Subsequent to Acquisition			Land and Improvements		Building and Improvements		Total 12/31/2013		Accumulated Depreciation 12/31/2013		Date of Construction or Acquisition	Depreciable life (years)
LAND HELD FOR DEVELOPMENT
557 Nazareth Pike Land	Nazareth, PA	—		4,667,646		—		38,720			4,706,366		—		4,706,366		—		2013	N/A
South 27th Street Land	Oak Creek, WI	—		2,169,232		—		2,066,217			4,235,449		—		4,235,449		—		2006	N/A
Beachline Industrial Park Land	Orlando, FL	—		365,230		—		(1,325		)	363,905		—		363,905		—		2006	N/A
26th Street North Land	Philadelphia, PA	—		90,774		—		1,047,441			1,138,215		—		1,138,215		—		2009	N/A
Buckeye Logistics Center West Land	Phoenix, AZ	—		11,203,594		—		(34,100		)	11,169,494		—		11,169,494		—		2013	N/A
Cotton Center Land	Phoenix, AZ	—		8,238,461		—		(29,895		)	8,208,566		—		8,208,566		—		2007	N/A
Eastport IX	Richmond, VA	—		211,627		—		2,545			214,172		—		214,172		—		1997	N/A
Eastport VIII	Richmond, VA	—		382,698		—		1,925			384,623		—		384,623		—		1997	N/A
Woodlands Center Land	Sandston, VA	—		148,314		—		21,100			169,414		—		169,414		—		1996	N/A
Northsight Land	Scottsdale, AZ	—		6,176,464		—		2,174,185			8,350,649		—		8,350,649		—		2005	N/A
Suffolk Land	Suffolk, VA	—		2,715,714		—		767,883			3,483,597		—		3,483,597		—		2006	N/A
6119 W. Linebaugh Avenue	Tampa, FL	—		180,136		—		29,735			209,871		—		209,871		—		2000	N/A
Legacy Park Land	Tampa, FL	—		3,289,423		—		4,975,350			8,264,773		—		8,264,773		—		2006	N/A
Renaissance Park Land	Tampa, FL	—		1,995,375		—		211,062			2,206,437		—		2,206,437		—		2007	N/A

Subtotal Land Held for Development		$	—	$	185,939,126	$	—	$	44,537,061		$	233,055,315	$	—	$	233,055,315	$	—

Total All Properties		$64,974,227		$1,317,562,696		$2,829,350,974		$2,576,962,929			$1,372,509,954		$5,353,945,770		$6,726,455,724		$1,057,679,601

* Denotes property is collateralized under mortgages with Allianz, John Hancock, LaSalle Bank, Aviva, New York Life and Wells Fargo totaling $475.8 million .

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SCHEDULE III

LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP

REAL ESTATE AND ACCUMULATED DEPRECIATION

(In thousands)

A summary of activity for real estate and accumulated depreciation is as follows:



	Year Ended December 31,
	2013			2012			2011
REAL ESTATE:
Balance at beginning of year	$	5,389,166		$	4,887,560		$	4,518,560
Additions	1,891,117			505,643			418,712
Disposition of property	(553,828		)	(4,037		)	(49,712		)

Balance at end of year	$	6,726,455		$	5,389,166		$	4,887,560

ACCUMULATED DEPRECIATION:
Balance at beginning of year	$	1,072,859		$	958,652		$	845,305
Depreciation expense	162,546			140,570			144,284
Disposition of property	(177,725		)	(26,363		)	(30,937		)

Balance at end of year	$	1,057,680		$	1,072,859		$	958,652

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Controls and Procedures with respect to the Trust

(a) Evaluation of Disclosure Controls and Procedures

The Trust’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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the Trust’s Chief Executive Officer and Chief Financial Officer have concluded that the Trust’s disclosure controls and procedures, as of the end of the period covered by this report, were effective to provide reasonable assurance that information required to be disclosed by the Trust 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 Trust’s management, including its principal executive and principal financial officers, or persons performing similar function, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting

There were no changes in the Trust’s internal control over financial reporting during the quarter ended December 31, 2013 that have materially affected or are reasonable likely to materially affect the Company’s internal control over financial reporting.

Controls and Procedures with respect to the Operating Partnership

(a) Evaluation of Disclosure Controls and Procedures

The Trust’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, on behalf of the Trust in its capacity as the general partner of the Operating Partnership, evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the Trust’s Chief Executive Officer and Chief Financial Officer have concluded that the Operating Partnership’s disclosure controls and procedures, as of the end of the period covered by this report, were effective to provide reasonable assurance that information required to be disclosed by the Operating Partnership 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 Trust’s management, including its principal executive and principal financial officers, or persons performing similar function, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting

There were no changes in the Operating Partnership’s internal control over financial reporting during the quarter ended December 31, 2013 that have materially affected or are reasonable likely to materially affect the Operating Partnership’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 shall be included in the Proxy Statement to be filed relating to the Company's 2014 Annual Meeting of Shareholders and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 shall be included in the Proxy Statement to be filed relating to the Company's 2014 Annual Meeting of Shareholders and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The information required by Item 12 shall be included in the Proxy Statement to be filed relating to the Company's 2014 Annual Meeting of Shareholders and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND TRUSTEE INDEPENDENCE

The information required by Item 13 shall be included in the Proxy Statement to be filed relating to the Company's 2014 Annual Meeting of Shareholders and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 shall be included in the Proxy Statement to be filed relating to the Company's 2014 Annual Meeting of Shareholders and is incorporated herein by reference.

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

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 Trust

Balance Sheets:

Liberty Property Trust Consolidated as of December 31, 2013 and 2012

Statements of Comprehensive Income:

Liberty Property Trust Consolidated for the years ended December 31, 2013, 2012 and 2011

Statements of Equity:

Liberty Property Trust Consolidated for the years ended December 31, 2013, 2012 and 2011

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Statements of Cash Flows:

Liberty Property Trust Consolidated for the years ended December 31, 2013, 2012 and 2011

Financial Statements - Liberty Property Limited Partnership

Balance Sheets:

Liberty Property Limited Partnership Consolidated as of December 31, 2013 and 2012

Statements of Comprehensive Income:

Liberty Property Limited Partnership Consolidated for the years ended December 31, 2013, 2012 and 2011

Statements of Owners' Equity:

Liberty Property Limited Partnership Consolidated for the years ended December 31, 2013, 2012 and 2011

Statements of Cash Flows:

Liberty Property Limited Partnership Consolidated for the years ended December 31, 2013, 2012 and 2011

Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT SCHEDULES:

Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2013 for Liberty Property Trust and Liberty Property Limited Partnership

All other schedules are omitted because they are either not required or the required information is shown in the financial statements or notes thereto.

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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 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).

3.1.3	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”)).

3.1.4	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).

3.1.5	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).

3.1.6	Articles of Amendment to the 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”)).

3.1.7	Restatement of the 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).

3.1.8	Articles of Amendment to the Amended and Restated Declaration of Trust of the Trust (Incorporated by reference to Annex A to the Registrant's Definitive Proxy Statement for the Annual Meeting of Shareholders held on May 20, 2010, filed with the Commission on April 20, 2010).

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 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 Commission on June 30, 2005 (the “June 30, 2005 Form 8-K”)).

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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 by reference to Exhibit 3(i) to the Current Report on Form 8-K of the Registrants, filed with the Commission on August 24, 2005).

3.1.13	Articles Supplementary to the amended and Restated Declaration of Trust of the Trust relating to the 6.70% Series G Cumulative Redeemable 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 Commission on December 18, 2006 (the “December 18, 2006 Form 8-K”)).

3.1.14	Articles Supplementary to the Amended and Restated Declaration of Trust of the Trust relating to the 7.40% Series H Cumulative Redeemable Preferred Partnership Interests (Incorporated by reference to Exhibit 3(i) to the Current Report on Form 8-K of the Registrants, filed with the Commission on August 23, 2007 (the “August 23, 2007 Form 8-K”)).

3.1.15	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”)).

3.1.16	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).

3.1.17	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).

3.1.18	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).

3.1.19	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).

3.1.20	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).

3.1.21	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).

3.1.22	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 Commission on August 24, 2005).

3.1.23	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 Commission on December 23, 2005).

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3.1.24	Seventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Liberty Property Limited Partnership (Incorporated by reference to Exhibit 10 to the December 18, 2006 Form 8-K).

3.1.25	Eighth Amendment to the Second Amendment and Restated Agreement of Limited Partnership of Liberty Property Limited Partnership (Incorporated by reference to Exhibit 10 to the August 23, 2007 Form 8-K).

3.1.26	Ninth Amendment to the Second Amendment and Restated Agreement of Limited Partnership of Liberty Property Limited Partnership. (Incorporated by reference to Exhibit 3.1.25 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011.)

3.1.27*	Amended and Restated Schedule A to the Second Restated and Amended Agreement of Limited Partnership of the Operating Partnership.

3.1.28	Liberty Property Trust First Amended and Restated By-Laws of the Trust, as Amended on December 6, 2007 (Incorporated by reference to Exhibit 3.1 filed with the Current Report on Form 8-K filed with the Commission on December 12, 2007).

4.1	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).

4.2	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 Operating Partnership (Incorporated by reference to Exhibit 10.4 filed with the Third Quarter 1997 Form 10-Q).

4.3	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”)).

4.4	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”)).

4.5	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).

4.6	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).

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4.7	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”)).

4.8	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”)).

4.9	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”)).

4.10	Ninth Supplemental Indenture, dated as of December 18, 2006, between Liberty Property Limited Partnership, as Issuer, and The Bank of New York Trust Company, N.A., as Trustee, supplementing the Senior Indenture, dated as of October 24, 1997, between Liberty Property Limited Partnership, as Obligor, and The Bank of New York Trust Company, N.A., (as successor to J.P. Morgan Trust Company, National Association and the First National Bank of Chicago), as Trustee, and relating to $300,000,000 principal amount of 5.50% Senior Notes due 2016 of Liberty Property Limited Partnership (Incorporated by reference to Exhibit 4.13 to the Registrants' Annual Report on Form 10-K for the fiscal year ended December 31, 2006).

4.11	Tenth Supplemental Indenture, dated as of September 25, 2007, between Liberty Property Limited Partnership, as Issuer, and The Bank of New York Trust Company, N.A., as Trustee, supplementing the Senior Indenture, dated as of October 24, 1997, between Liberty Property Limited Partnership, as Obligor, and The Bank of New York Trust Company, N.A., (as successor to J.P. Morgan Trust Company, National Association and the First National Bank of Chicago), as Trustee, and relating to $300,000,000 principal amount of 6.625% Senior Notes due 2017 of Liberty Property Limited Partnership (Incorporated by reference to Exhibit 4.1 to the Registrants' Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007).

4.12	Senior Indenture, dated as of September 22, 2010, between the Operating Partnership, as Obligor, and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.3 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of the Registrants (Commission File No. 333-150737) filed with the Commission on September 22, 2010).

4.13	First Supplemental Indenture, dated as of September 27, 2010, between the Operating Partnership, as Issuer, and U.S. Bank National Association, as Trustee, supplementing the Senior Indenture, dated as of September 22, 2010, between the Operating Partnership, as Obligor, and U.S. Bank National Association, as Trustee, and relating to $350,000,000 principal amount of 4.75% Senior Notes due 2020 of Liberty Property Limited Partnership. (Incorporated by reference to Exhibit 4.19 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010.)

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4.14	Second Supplemental Indenture, dated as of June 11, 2012, between the Operating Partnership, as Issuer, and U.S. Bank National Association, as Trustee, supplementing the Senior Indenture, dated as of September 22, 2010, between the Operating Partnership, as Obligor, and U.S. Bank National Association, as Trustee, and relating to $400,000,000 principal amount of 4.125% Senior Notes due 2022 of Liberty Property Limited Partnership. (Incorporated by reference to Exhibit 4.1 filed with the Registrants' Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012).

4.15	Third Supplemental Indenture, dated as of December 10, 2012, between the Operating Partnership, as Issuer, and U.S. Bank National Association, as Trustee, supplementing the Senior Indenture, dated as of September 22, 2010, between the Operating Partnership, as Obligor, and U.S. Bank National Association, as Trustee, and relating to $300,000,000 principal amount of 3.375% Senior Notes due 2023 of Liberty Property Limited Partnership. (Incorporated by reference to Exhibit 4.15 filed with the Registrants' Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the "2012 Form 10-K")).

4.16*	Fourth Supplemental Indenture, dated as of September 27, 2013, between the Operating Partnership, as Issuer, and U.S. Bank National Association, as Trustee, supplementing the Senior Indenture, dated as of September 22, 2010, between the Operating Partnership, as Obligor, and U.S. Bank National Association, as Trustee, and relating to $450,000,000 principal amount of 4.400% Senior Notes due 2024 of Liberty Property Limited Partnership.

10.1@	Liberty Property Trust Amended and Restated Share Incentive Plan as amended effective May 21, 2009 (Incorporated by reference to Appendix A to the Registrant's Definitive Proxy Statement for the Annual Meeting of Shareholders held on May 21, 2009, filed with the Commission on April 17, 2009).

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).

10.8.1	Third Amended and Restated Credit Agreement, dated as of October 21, 2011, by and among Liberty Property Limited Partnership, Liberty Property Trust, Bank of America, N.A. as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Wells Fargo Bank, N.A., SunTrust Bank and Citizens Bank of Pennsylvania, as Documentation Agents, PNC Bank, National Association, as Co-Documentation Agent, Citibank, N.A., UBS Securities LLC, U.S. Bank National Association, Capital One, N.A. and Bank of Tokyo Mitsubishi UFJ, Ltd., as Managing Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as Joint Bookrunners and Joint Lead Arrangers, and the lenders a party thereto. (The "Third Amended and Restated Credit Agreement") (Incorporated by reference to Exhibit 99.1 filed with the Registrants' Current Report on Form 8-K filed with the Commission on October 27, 2011).

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10.8.2	Amendment No. 1 to the Third Amended and Restated Credit Agreement dated January 25, 2013, by and among Liberty Property Limited Partnership, as borrower, Liberty Property Trust, Bank of America, N.A., as administrative agent for itself and the lenders under the Third Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.8.2 filed with the 2012 Form 10-K).

10.9@	Liberty Property Trust - Amended Management Severance Plan (Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2008).

10.10@	Liberty Property Trust - Employee Stock Purchase Plan (Incorporated by reference to Exhibit 4.1 filed with the Trust's Registration Statement on Form S-8 (Commission File No. 333-175263)).

10.11@	Liberty Property Trust 2008 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 filed with the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008 (the “First Quarter 2008 Form 10-Q”)).

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 Agreement under the Liberty Property Trust Amended and Restated Share Incentive Plan (Incorporated by reference to Exhibit 10.2 filed with the First Quarter 2008 Form 10-Q).

10.14@	Form of 2009 Long Term Incentive Plan Target Unit Award Agreement (Incorporated by reference to Exhibit 10.2 filed with the Registrants' Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009).

10.15.1+	Amended and Restated Limited Partnership of Liberty/Commerz 1701 JFK Boulevard Limited Partnership, dated as of April 11, 2006, by and among Liberty Property Philadelphia Corporation IV East, as general partner, and the Operating Partnership and 1701 JFK Boulevard Philadelphia, L.P. as limited partners (Incorporated by reference to Exhibit 10.3 filed with the Registrants' Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006 (the “Second Quarter 2006 Form 10-Q”)).

10.15.2+*	Substitution of Limited Partner Agreement, dated as of December 31, 2013, by and among Liberty Property Philadelphia Corporation IV East, as general partner, Liberty Property Limited Partnership and Comcast Philadelphia Holdings, LLC.

10.16	NOI Support Agreement, dated as of April 11, 2006, by Liberty Property Limited Partnership in favor of Liberty/Commerz 1701 JFK Boulevard, L.P. and 1701 JFK Boulevard Philadelphia, L.P. (Incorporated by reference to Exhibit 10.4 filed with the Registrants' Second Quarter 2006 Form 10-Q).

10.17	Completion and Payment Agreement and Guaranty, dated as of April 11, 2006, by the Operating Partnership for the benefit of 1701 JFK Boulevard Philadelphia, L.P. and Liberty/Commerz 1701 JFK Boulevard L.P. (Incorporated by reference to Exhibit 10.5 filed with the Registrants' Second Quarter 2006 Form 10-Q).

10.18+	Agreement of Limited Partnership of Liberty Washington, L.P. by and between Liberty Washington Venture, LLC and New York State Common Retirement Fund dated as of October 4, 2007 (Incorporated by reference to Exhibit 10.18 filed with the Registrants' Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010).

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10.19+	Contribution Agreement among New York State Common Retirement Fund and Liberty Property Limited Partnership and Liberty Washington, L.P. dated October 4, 2007 (Incorporated by reference to Exhibit 10.19 filed with the Registrants' Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010).

10.20$+	Partnership Interest Purchase Agreement, dated as of July 31, 2013, by and among Liberty Property Limited Partnership, Cabot Industrial Value Fund III Manager, Limited Partnership and Cabot Industrial Value Fund III, Inc. (Incorporated by reference to Exhibit 2.1 filed with the Registrants’ Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2013).

10.21$	Agreement of Sale and Purchase, dated as of November 7, 2013, by and among Liberty Property Limited Partnership, Liberty Property Development Corp., 9755 Patuxent Woods Drive Trust and Annapolis Development, LLC and Greenfield Real Estate, LLC (Incorporated by reference to Exhibit 2.1 filed with the Registrants’ Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2013).

10.22	First Amendment to Agreement of Sale and Purchase, dated as of December 4, 2013, by and among Liberty Property Limited Partnership, Liberty Property Development Corp., 9755 Patuxent Woods Drive Trust and Annapolis Development, LLC and Greenfield Real Estate, LLC(Incorporated by reference to Exhibit 2.2 filed with the Registrants’ Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2013).

10.23	Second Amendment to Agreement of Sale and Purchase, dated as of December 17, 2013, by and among Liberty Property Limited Partnership, Liberty Property Development Corp., 9755 Patuxent Woods Drive Trust and Annapolis Development, LLC and Greenfield Real Estate, LLC (Incorporated by reference to Exhibit 2.3 filed with the Registrants’ Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2013).

10.24	Third Amendment to Agreement of Sale and Purchase, dated as of December 23, 2013, by and among Liberty Property Limited Partnership, Liberty Property Development Corp., 9755 Patuxent Woods Drive Trust and Annapolis Development, LLC and Greenfield Real Estate, LLC (Incorporated by reference to Exhibit 2.4 filed with the Registrants’ Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2013).

12*	Statement Re: Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges

21*	Subsidiaries.

23.1*	Consent of Ernst & Young LLP relating to the Trust.

23.2*	Consent of Ernst & Young LLP relating to 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.

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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 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.)

101.INS*	XBRL Instance Document.

101.SCH*	XBRL Taxonomy Extension Schema Document.

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*	XBRL Extension Labels Linkbase.

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

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	____________
*	Filed herewith.

**	Furnished herewith

+	Confidential treatment has been granted by or requested from the Securities and Exchange Commission with respect to portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

@	Compensatory plan or arrangement.

$	The Company will file supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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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 TRUST

Date: February 28, 2014 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 and Chief Executive Officer (Principal Executive Officer)	February 28, 2014
William P. Hankowsky

/s/ GEORGE J. ALBURGER, JR.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 28, 2014
George J. Alburger, Jr.

/s/ M. LEANNE LACHMAN	Trustee	February 28, 2014
M. Leanne Lachman

/s/ FREDERICK F. BUCHHOLZ	Trustee	February 28, 2014
Frederick F. Buchholz

/s/ DAVID L. LINGERFELT	Trustee	February 28, 2014
David L. Lingerfelt

/s/ THOMAS C. DELOACH, JR.	Trustee	February 28, 2014
Thomas C. DeLoach, Jr.

/s/ DANIEL P. GARTON	Trustee	February 28, 2014
Daniel P. Garton

/s/ STEPHEN D. STEINOUR	Trustee	February 28, 2014
Stephen D. Steinour

/s/ KATHERINE E. DIETZE	Trustee	February 28, 2014
Katherine E. Dietze

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SIGNATURES

LIBERTY PROPERTY LIMITED PARTNERSHIP

Date: February 28, 2014 By: /s/ WILLIAM P. HANKOWSKY

--------------------

WILLIAM P. HANKOWSKY

CHAIRMAN, PRESIDENT AND

CHIEF EXECUTIVE OFFICER



/s/ WILLIAM P. HANKOWSKY	Chairman of the Board of Trustees, President and Chief Executive Officer (Principal Executive Officer)	February 28, 2014
William P. Hankowsky

/s/ GEORGE J. ALBURGER, JR.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 28, 2014
George J. Alburger, Jr.

/s/ M. LEANNE LACHMAN	Trustee	February 28, 2014
M. Leanne Lachman

/s/ FREDERICK F. BUCHHOLZ	Trustee	February 28, 2014
Frederick F. Buchholz

/s/ DAVID L. LINGERFELT	Trustee	February 28, 2014
David L. Lingerfelt

/s/ THOMAS C. DELOACH, JR.	Trustee	February 28, 2014
Thomas C. DeLoach, Jr.

/s/ DANIEL P. GARTON	Trustee	February 28, 2014
Daniel P. Garton

/s/ STEPHEN D. STEINOUR	Trustee	February 28, 2014
Stephen D. Steinour

/s/ KATHERINE E. DIETZE	Trustee	February 28, 2014
Katherine E. Dietze

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EXHIBIT INDEX



EXHIBIT NO.

3.1.27	Amended and Restated Schedule A to the Second Restated and Amended Agreement of Limited Partnership of the Operating Partnership.

4.16	Fourth Supplemental Indenture, dated as of September 27, 2013, between the Operating Partnership, as Issuer, and U.S. Bank National Association, as Trustee, supplementing the Senior Indenture, dated as of September 22, 2010, between the Operating Partnership, as Obligor, and U.S. Bank National Association, as Trustee, and relating to $450,000,000 principal amount of 4.400% Senior Notes due 2024 of Liberty Property Limited Partnership.

10.15.2+	Substitution of Limited Partner Agreement, dated as of December 31, 2013, by and among Liberty Property Philadelphia Corporation IV East, as general partner, Liberty Property Limited Partnership and Comcast Philadelphia Holdings, LLC.

12	Statement Re: Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges

21	Subsidiaries.

23.1	Consent of Ernst & Young LLP relating to the Trust.

23.2	Consent of Ernst & Young LLP relating to the Operating Partnership.

31.1	Certification of the Chief Executive Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2	Certification of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.3	Certification 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	Certification 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	Certification 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	Certification 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	Certification 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	Certification 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.)

101.INS	XBRL Instance Document.

101.SCH	XBRL Taxonomy Extension Schema Document.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.

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101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	XBRL Extension Labels Linkbase.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

+	Confidential treatment has been requested with respect to a portion of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

136



Exhibit 3.1.27

SCHEDULE 'A'

Liberty Property Limited Partnership
Partnership Interests
As of December 31, 2013


		Number of
		Partnership
	Limited Partners	Interests	%

	Balitsaris, Peter	58,542	0.0390	%
	Carr, Claiborn	115,000	0.0766	%
	Denny, Joseph	260,250	0.1733	%
	Jill Felix Colton Revocable Trust	—	—	%
	Jill Felix Colton Revocable Trust (Estate)	—	—	%
	Fenza, Robert	195,043	0.1299	%
	Fitzgerald, Ward	14,491	0.0097	%
	Hagan, Michael	14,491	0.0097	%
	Hammers, David	244,426	0.1628	%
	Kiel, Bob	14,491	0.0097	%
	Kline, Earl	19,128	0.0127	%
	Lutz, Jim	37,312	0.0248	%
	Mazzarelli, James	14,491	0.0097	%
	Messaros, Sharron	7,245	0.0048	%
	Morrissey, Mary Beth	14,491	0.0097	%
	Price, Leslie	60,000	0.0400	%
	Joseph Reichert Estate	—	—	%
	Marital Trust for Susannah Rouse	460,418	0.3066	%
	Trust for Congdon Children	85,347	0.0568	%
	Trust for Hammers Children	95,348	0.0635	%
	Trust for Mary Rouse	13,621	0.0091	%
	Trust for Anne Rouse	13,621	0.0091	%
	Trust for Rouse Younger Children	81,726	0.0544	%
	Trust for Laurie Hammers	5,506	0.0037	%
	Weitzmann, Mike	42,312	0.0282	%
	Liberty Special Purpose Trust	10,574	0.0070	%
	Thomas, Rebecca	8,076	0.0054	%
	Trust for J. Ryan Lingerfelt	15,625	0.0104	%
	Trust for Justin M. Lingerfelt	15,625	0.0104	%
	Trust for Daniel K. Lingerfelt	15,625	0.0104	%
	Trust for Catherine E. Lingerfelt	15,625	0.0104	%
	Lingerfelt, Alan T.	268,750	0.1790	%
	L. Harold Lingerfelt Exempt Family Trust	73,621	0.0490	%
	L. Harold Lingerfelt Non-Exempt Family Trust	73,621	0.0490	%
	L. Harold Lingerfelt Exempt Marital Trust	8,566	0.0057	%
	L. Harold Lingerfelt Non-Exempt Marital Trust	8,567	0.0057	%
	David L. Lingerfelt Revocable Trust	30,674	0.0204	%



Morris U. Ferguson Family Trust	6,000	0.0040	%
Lingerfelt, Carl C.	10,900	0.0073	%
Wright, Murray H.	7,500	0.0050	%
Robert M. Latimer and Erle Marie Latimer Revocable Trust	12,500	0.0083	%
Norman G. Samet Revocable Trust	14,013	0.0093	%
Mann, Bernard	14,012	0.0093	%
Rouse & Associates Maryland Ptshp	20,000	0.0133	%
Helwig, A. Carl	169,737	0.1130	%
Sunday, James J.	72,348	0.0482	%
Walters, Charles J.	723	0.0005	%
Charles J. Walters Irrevocable Trust	100,000	0.0666	%
Stanford Baratz Revocable Trust	9,044	0.0060	%
F. Greek Logan Properties, LLC	33,682	0.0224	%
Virginia Acquisition I, LLC	228,144	0.1519	%
David Mandelbaum	228,144	0.1519	%
Nathan Mandelbaum	228,144	0.1519	%

Preferred Limited Partners

BSSF RP Holdings LLC - Series E		N/A
GSEP 2005 Realty Corp. - Series F		N/A
GSEP 2006 Realty Corp. - Series G		N/A
James Baker - Series I-2		N/A
Del Heil - Series I-2		N/A
Luke V. McCarthy - Series I-2		N/A
Forbes W. Burdette - Series I-2		N/A
Goodman Family Trust Dated 10/29/03 - Series I-2		N/A
Roger J. Roelle - Series I-2		N/A
Debbie Christensen - Series I-2		N/A
Kris Nielsen - Series I-2		N/A
John R. Provine - Series I-2		N/A
Hubbell Realty Corporation - Series I-2		N/A
Jack W. Shoemaker - Series I-2		N/A
Ronald E. Soderling, TTEE - Series I-2		N/A

General Partner

Liberty Property Trust	GP	97.6245	%

Total Ownership		100	%

General Partner - The partnership units for Liberty Property Trust have not been reflected
because there is no conversion of units to shares by the general partner.

Exhibit 4.16

LIBERTY PROPERTY LIMITED PARTNERSHIP

ISSUER

U.S. BANK NATIONAL ASSOCIATION,

TRUSTEE

FOURTH SUPPLEMENTAL INDENTURE

DATED AS OF SEPTEMBER 27, 2013

4.400% SENIOR NOTES DUE 2024

SUPPLEMENT TO INDENTURE,

DATED AS OF SEPTEMBER 22, 2010, BETWEEN

LIBERTY PROPERTY LIMITED PARTNERSHIP AND

U.S. BANK NATIONAL ASSOCIATION

FORM OF SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE , dated as of September 27, 2013, between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “Company”), having its principal offices at 500 Chesterfield Parkway, Malvern, Pennsylvania 19355, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), having its Corporate Trust Office at Two Liberty Place, 50 S. 16th Street, Suite 2000, Mail Station: Ex-PA-WBSP, Philadelphia, PA 19102.

RECITALS

WHEREAS, the Company executed and delivered its Base Indenture (the “Base Indenture”), dated as of September 22, 2010, to the Trustee to issue from time to time for its lawful purposes debt securities evidencing its unsecured indebtedness.

WHEREAS, the Base Indenture provides that by means of a supplemental indenture, the Company may create one or more series of its debt securities and establish the form and terms and conditions thereof.

WHEREAS, the Company intends by this Fourth Supplemental Indenture to (i) create a series of debt securities to be issued from time to time in an unlimited principal amount entitled “Liberty Property Limited Partnership 4.400% Senior Notes due 2024” (the “Notes”); and (ii) establish the form and the terms and conditions of such Notes.

WHEREAS, the Board of Trustees of Liberty Property Trust (the “Trust”), the general partner of the Company, has approved the creation of the Notes and the form, terms and conditions thereof.

WHEREAS, the consent of Holders to the execution and delivery of this Fourth Supplemental Indenture is not required, and all other actions required to be taken under the Base Indenture with respect to this Fourth Supplemental Indenture have been taken.

NOW, THEREFORE IT IS AGREED:

ARTICLE ONE

Definitions, Creation, Form and Terms and Conditions of the Debt Securities

SECTION 1.01 Definitions . (a) Capitalized terms used in this Fourth Supplemental Indenture and not otherwise defined shall have the meanings ascribed to them in the Base Indenture. In addition, the following additional terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms defined:

“Closing Date” means September 27, 2013.

“Global Note” means a single fully-registered global note in book entry form, without coupons, substantially in the form of Exhibit A attached hereto.

“Indenture” means the Base Indenture as supplemented by this Fourth Supplemental Indenture.

“Intercompany Debt” means Debt to which the only parties are the Trust, any of its subsidiaries, the Company and any Subsidiary, or Debt owed to the Trust arising from routine cash management practices, but only so long as such Debt is held solely by any of the Trust, any of its subsidiaries, the Company and any Subsidiary.

“Subsidiary” shall have the meaning provided in the Base Indenture and shall include Liberty Property Development Corp. and Liberty Property Development Corp.-II.

(b) The following term, which is defined in the Base Indenture, is amended and restated in its entirety as follows:

“Reinvestment Rate” means the yield on Treasury securities at a constant maturity corresponding to the remaining life (as of the date of redemption, and rounded to the nearest month) to Stated Maturity of the principal being redeemed (the “Treasury Yield”), plus 0.30%. For purposes hereof, the Treasury Yield shall be equal to the arithmetic mean of the yields published in the Statistical Release under the heading “Week Ending” for “U.S. Government Securities - Treasury Constant Maturities” with a maturity equal to such remaining life; provided, that if no published maturity exactly corresponds to such remaining life, then the Treasury Yield shall be interpolated or extrapolated on a straight-line basis from the arithmetic means of the yields for the next shortest and next longest published maturities. For purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury Yield in the above manner, then the Treasury Yield shall be determined in the manner that most closely approximates the above manner, as reasonably determined by the Company.

(c) With respect to the securities of all series created on or after the date of this Fourth Supplemental Indenture, the term “Unencumbered Total Asset Value”, which is defined in the Base Indenture, shall have the following meaning:

“ Unencumbered Total Asset Value ” as of any date means the sum of: (i) the value of those Undepreciated Real Estate Assets not subject to an encumbrance; and (ii) the value of all other assets of the Partnership and its Subsidiaries on a consolidated basis not subject to an encumbrance, as determined in accordance with GAAP (but excluding accounts receivable and intangibles); provided, however, that all investments by the Company and its Subsidiaries in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Total Asset Value to the extent that such investments would have otherwise been included.

SECTION 1.02 Creation of the Debt Securities . In accordance with Section 301 of the Base Indenture, the Company hereby creates the Notes as a separate series of its debt securities issued pursuant to the Indenture. The Notes shall be issued in an aggregate principal amount initially limited to $450,000,000.

The Company may issue, in addition to the Notes originally issued on the Closing Date, additional Notes. The Notes originally issued on the Closing Date and any additional Notes originally issued subsequent to the Closing Date shall be a single series for all purposes under the Indenture.

SECTION 1.03 Form of the Debt Securities . The Notes will be represented by one or more fully-registered global notes in book-entry form, without coupons, registered in the name of the nominee of DTC. The Notes shall be in the form of Exhibit A attached hereto and the terms set forth in such form shall be incorporated herein. So long as DTC, or its nominee, is the registered owner of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under the Indenture. Ownership of beneficial interests in the Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC (with respect to beneficial interests of participants) or by participants or persons that hold interests through participants (with respect to beneficial interests of beneficial owners).

SECTION 1.04 Terms and Conditions of the Debt Securities . The Notes shall be governed by all the terms and conditions of the Base Indenture, as supplemented by this Fourth Supplemental Indenture, and in particular, the following provisions shall be the terms of the Notes:

(a) Optional Redemption . At any time prior to November 15, 2023, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price equal to the Redemption Price.

At any time on or after November 15, 2023, the Notes will be redeemable at the option of the Company, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the Redemption Date.

If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice.

Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not less than 30 days nor more than 60 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed.

If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Company shall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part.

Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

(b) Maturity; Payment of Principal and Interest . The principal amount of the Notes shall be payable on February 15, 2024, subject to the provisions of the Indenture and the Notes. Interest will accrue from September 27, 2013. The Notes will bear interest at 4.400% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2014. Principal and interest payments on interests represented by a Global Note will be made to DTC or its nominee, as the case may be, as the registered owner of such Global Note. All payments of principal and interest in respect of the Global Note will be made by the Company in immediately available funds. The principal of the Notes payable on the Maturity Date or upon redemption will be paid against presentation and surrender of the Notes at the corporate trust office of the Trustee at 60 Livingston Avenue, 1 ^st Floor, Bond Drop Window, St. Paul, MN, 55107, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debt.

(c) Applicability of Defeasance or Covenant Defeasance . The provisions of Article 14 of the Base Indenture shall apply to the Notes.

ARTICLE TWO

Additional Covenants

The Notes shall be governed by all the covenants contained in the Base Indenture, as supplemented by this Fourth Supplemental Indenture. In addition, this Fourth Supplemental Indenture amends and restates Section 1004 of the Base Indenture to read as follows:

“SECTION 1004. Limitations on Incurrence of Debt.

(a) The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, that is subordinate in right of payment to the Notes, if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of: (i) the Company’s Adjusted Total Assets as of the end of the most recent fiscal quarter prior to the incurrence of such additional Debt; and (ii) the increase in Adjusted Total Assets since the end of such quarter (including any increase resulting from the incurrence of additional Debt).

(b) The Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge on the date on which such additional Debt is to be incurred, on a pro forma basis, after giving effect to the incurrence of such Debt and to the application of the proceeds thereof would have been less than 1.5 to 1.

(c) The Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the properties of the Company or any Subsidiary (“Secured Debt”), whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of the sum of: (i) the Company’s Adjusted Total Assets as of the end of the most recent fiscal quarter prior to the incurrence of such additional Debt; and (ii) the increase in Adjusted Total Assets since the end of such quarter (including any increase resulting from the incurrence of additional Debt).

(d) The Company will at all time maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate principal amount of all outstanding unsecured Debt of the Company and its Subsidiaries on a consolidated basis.

For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be “incurred” by the Company or a Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

ARTICLE THREE

Trustee

SECTION 3.01 Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or the due execution thereof by the Company. The recitals of fact contained herein shall be taken as the statements solely of the Company, and the Trustee assumes no responsibility for the correctness thereof.

ARTICLE FOUR

Miscellaneous Provisions

SECTION 4.01 Ratification of Original Indenture . This Fourth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture, and as supplemented and modified hereby, the Base Indenture is in all respects ratified and confirmed, and the Base Indenture and this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

SECTION 4.02 Effect of Headings . The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 4.03 Successors and Assigns . All covenants and agreements in this Fourth Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 4.04 Separability Clause . In case any one or more of the provisions contained in this Fourth Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 4.05 Governing Law . This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Fourth Supplemental Indenture is subject to the provisions of the Trust Indenture Act, that are required to be part of this Fourth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 4.06 Counterparts . This Fourth Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

[Signature Page to Fourth Supplemental Indenture]

IN WITNESS WHEREOF , the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the date first above written.




		LIBERTY PROPERTY LIMITED PARTNERSHIP

		By:		Liberty Property Trust,
				as its sole General Partner

		By:		/s/ William P. Hankowsky

				Name: William P. Hankowsky
				Title: Chairman, President and CEO




Attest:
/s/ Bonnie S. Milavec
Name: Bonnie S. Milavec
Title: Assistant Secretary




		U.S. BANK NATIONAL ASSOCIATION, as Trustee

		By:		/s/ George J. Rayzis

				Name: George J. Rayzis
				Title: Vice President




Attest:
/s/ Stephen J. Kaba
Name: Stephen J. Kaba
Title: Vice President

Exhibit 10.15.2

SUBSTITUTION OF LIMITED PARTNER AGREEMENT

THIS SUBSTITUTION OF LIMITED PARTNER AGREEMENT (this “ Agreement ” ), dated as of December 31, 2013, is by and among LIBERTY PROPERTY PHILADELPHIA CORPORATION IV EAST , a Pennsylvania corporation ( “ General Partner ” ), LIBERTY PROPERTY LIMITED PARTNERSHIP , a Pennsylvania limited partnership ( “ Investor A Limited Partner ” and together with General Partner, collectively the “ Liberty Entities ” ), and Comcast Philadelphia Holdings, LLC , a Delaware limited liability company ( “ Substitute Investor B Limited Partner ” ).

WHEREAS, Liberty General Partner, Liberty Limited Partner and 1701 JFK Boulevard Philadelphia, L.P., a Delaware limited partnership ( “ Existing Investor B Limited Partner ” ), are the only partners in Liberty/Commerz 1701 JFK Boulevard, L.P., a Delaware limited partnership (the “ Partnership ”), as set forth in that certain Amended and Restated Limited Partnership Agreement of Liberty/Commerz 1701 JFK Boulevard, L.P., dated as of April 11, 2006, as amended (the “ Partnership Agreement ”). Capitalized terms used by not defined herein shall have the respective meanings set forth in the Partnership Agreement.

WHEREAS, Existing Investor B Limited Partner currently owns a limited partnership interest in the Partnership having an eighty-percent (80%) Percentage Interest (“ Existing Investor B Limited Partner’s LP Interests ”).

WHEREAS, Existing Investor B Limited Partner and Substitute Investor B Limited Partner have entered into that certain Limited Partnership Interest Purchase and Sale Agreement dated as of October 14 2013 (the “ Purchase and Sale Agreement ” ), and are entering into that certain Assignment and Assumption of Limited Partnership Interest dated on or about the date hereof (the “ Assignment and Assumption ” and together with the Purchase and Sale Agreement, collectively the “ Transfer Documents ”).

WHEREAS, pursuant to the Transfer Documents, Existing Investor B Limited Partner is selling, assigning, transferring and conveying to Substitute Investor B Limited Partner all of Existing Investor B Limited Partner’s right, title and interest in and to Existing Investor B Limited Partner’s LP Interests (the “ Transfer ” ).

WHEREAS, the Liberty Entities have consented in writing to the Transfer, as required by Section 9.01(a) of the Partnership Agreement, and desire to admit Substitute Investor B Limited Partner as a substitute Limited Partner in the Partnership, and Substitute Investor B Limited Partner desires to be admitted as a substitute Limited Partner in the Partnership.

WHEREAS, the parties desire to make certain amendments to the Partnership Agreement to reflect the Transfer and the admission of Substitute Investor B Limited Partner as a substitute Limited Partner in the Partnership.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration the receipt of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. The Liberty Entities hereby acknowledge the Transfer of the Existing Investor B Limited Partner’s LP Interest to Substitute Investor B Limited Partner, and Substitute Investor B

Limited Partner’s acceptance of the Transfer from Existing Investor B Limited Partner, and, from and after the date of the Assignment and Assumption, Substitute Investor B Limited Partner’s assumption of all right, title and interest in and to, and all obligations and liabilities with respect to, the Existing Investor B Limited Partner’s LP Interests.

2. The Liberty Entities hereby acknowledge that the requirements for Substitute Investor B Limited Partner to become a substitute Limited Partner in the Partnership, as set forth in Section 9.01(g) of Partnership Agreement, have been satisfied, and Substitute Investor B Limited Partner is hereby admitted as a substitute Limited Partner in the Partnership for all purposes of the Partnership Agreement, as amended hereby.

3. Substitute Investor B Limited Partner hereby agrees to become a substitute Limited Partner in the Partnership and, from and after the date hereof, to be bound by the Partnership Agreement, as amended hereby.

4. Substitute Investor B Limited Partner hereby represents and warrants that it is acquiring the Partnership Interest for its own account for investment and not with a view to the resale or distribution thereof and that it will only Transfer the acquired Partnership Interest (subject to the terms of Section IX of the Partnership Agreement) to a Person who so similarly represents and warrants.

5. The definition of “Investor B Limited Partner” in Section II of the Partnership Agreement is hereby amended and restated to read in full as follows as of the date of this Agreement:

“”Investor B Limited Partner” shall mean Comcast Philadelphia Holdings, LLC, a Delaware limited liability company, or any entity that shall succeed Comcast Philadelphia Holdings, LLC as the Investor B Limited Partner in accordance with the provisions of this Agreement.”

6. As of the date of this Agreement, Section II of the Partnership Agreement is amended by deleting the definition of “Commerz Competitor” and inserting in appropriate alphabetical order the following new defined term:

““Comcast Competitor” shall mean any Person engaged in any of the following activities, whether or not occurring in the market or markets in which Investor B Limited Partner does business:

(1) the sale or commercial distribution to the public, by wired or wireless electronic or optical transmission, of audio, video or audio/video programming or services including, without limitation, broadcast television, video-on-demand, broadcast radio, cable television, cable radio, MMDS, SMA TV, satellite and direct broadcast, with or without the simultaneous sale of equipment facilitating the same; or

(2) the sale to the public of goods and services through or utilizing a dedicated video or broadcast channel, or the operation of a dedicated channel for the sale of goods and services by others; or

(3) the production and/or distribution of programming for audio, video or audio/video broadcast, or for distribution or other media (including without limitation CD, DVD and. other tangible and intangible media); or

(4) the sale or distribution of access to the Internet (or any successor network) utilizing wired or wireless means, including, without limitation, by means of cable or fiber optic lines, digital or dedicated subscriber lines, satellite, cellular or digital wireless technology, with or without the simultaneous sale of equipment facilitating the same; or

(5) any successor or additional line of business in which Investor B Limited Partner or its Affiliate is engaged at such time and which is either (i) its primary business activity or product line, or (ii) a product line in which Investor B Limited Partner or its Affiliate has a substantial national or regional market share.”

7. Sections 9.01(b) and (c) of the Partnership Agreement are hereby amended to delete the word “CLI” and insert in its place “Comcast Corporation.”

8. Section 9.01(d)(ii) of the Partnership Agreement is hereby amended and restated in full as follows as of the date of this Agreement:

“(ii) provided that the Investor B Limited Partner is at all times Controlled by Comcast Corporation or any of its Affiliates, direct or indirect beneficial ownership interests in the Investor B Limited Partner, or any direct or indirect beneficial ownership interest in any partner or member of the Investor B Limited Partner, may be Transferred, (A) without the approval of any other Partner, to any Investor B Related Party, and (B) with the prior written approval of the General Partner to any Qualified Person other than an Investor B Related Party. The General Partner’s approval of any proposed Transfer to a Person other than an Investor B Related Party may not be unreasonably withheld, delayed or conditioned (subject to compliance with the right of first offer provisions of Section 9.01(m) hereof); provided, however, that the General Partner shall be deemed to have been reasonable in withholding its approval if the proposed transferee (and each of its principals and equity investors) (1) has not been identified to the General Partner’s reasonable satisfaction, (2) is not a Qualified Person, or (3) is a real estate management or development company (or an Affiliate of such a company) that competes with the General Partner and its Affiliates;”

9. Section 9.01(d)(iii) of the Partnership Agreement is hereby deleted in its entirety.

10. As of and after the date of this Agreement, each reference in the Partnership Agreement to “Commerz Competitor” shall be deemed to be a reference to “Comcast Competitor.”

11. Each of the Liberty Partners and the Substitute Investor B Limited Partner agrees that it will not make any claim or take any position against the other that disputes the accuracy as of the date of this Agreement, of any of the matters set forth below :

(a) All distributions made since the Partnership Agreement was executed are set forth on Schedule A attached hereto;

(b) The Completion and Payment Agreement, dated April 11, 2006, executed by Investor A Limited Partner for the benefit of the Partnership and Investor B Limited Partner has been fully performed and is no longer in effect.

(c) The NOI Support Agreement, dated April 11, 2006, executed by Investor A Limited Partner for the benefit of the Partnership and Investor B Limited Partner has been fully performed and is no longer in effect.

(d) The Management and Leasing Agreement is in full force and effect, and none of the parties to this Agreement has knowledge of any default on the part of the Manager thereunder.

12. As of and after the date of this Agreement, notwithstanding anything to the contrary contained elsewhere in the Partnership Agreement: (a) all rights, remedies, elections, consents and approvals of the Partnership under the Comcast Lease shall be exercisable at the direction of the Liberty Partners in their sole discretion without the need for any consent or approval of the Substitute Investor B Limited Partner; and (b) all rights, remedies, elections, consents and approvals of the Partnership under the Management and Leasing Agreement shall be exercisable at the direction of the Substitute Investor B Limited Partner in its sole discretion without the need for any consent or approval of the Liberty Partners.

13. As of and after the date of this Agreement, Section 12.01, Notices, of the Partnership Agreement is amended as set forth below:

If to the Investor B Limited Partner:

Comcast Corporation

1701 JFK Boulevard

Philadelphia, PA 19103 USA

Attn: Robert Pick

FAX #: (215) 286-8093

with copies to:

Comcast Corporation

1701 JFK Boulevard

Philadelphia, PA 19103 USA

Attn: General Counsel

FAX #: (215) 286-7794

14. The parties hereby confirm the continuing validity and enforceability of the Partnership Agreement, acknowledge that Substitute Investor B Limited Partner shall succeed to all rights and obligations of Existing Investor B Limited Partner thereunder as of the date hereof. This provision shall be construed to further amend the Partnership Agreement to the extent necessary to reflect the admission of Substitute Investor B Limited Partner in the Partnership and to give effect to the other provisions of this Agreement.

15. The parties agree to cooperate in good faith to take such further steps as may be necessary or appropriate in order to fully reflect and evidence the Transfer documented hereby.

16. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any and each other counterpart. It shall not be necessary for each of the signatories to affix their signatures to one and the same signature page to this Agreement, but such signatures may be affixed to separate signature pages which, when attached hereto, shall collectively constitute the valid execution of this Agreement by such signatories. A facsimile signature transmitted by any party shall constitute an original signature for purposes of binding the transmitting party to this Agreement.

17. This Agreement shall not be effective until all counterpart signatures are received.

18. This Agreement shall be binding upon and inure to the benefit of each party hereto and their respective successors and assigns.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement, acting by their duly authorized agents, as of the date first above written.



	LIBERTY PROPERTY PHILADELPHIA CORPORATION IV EAST , a Pennsylvania corporation


	By: __________________________________ Name: Title:

	LIBERTY PROPERTY LIMITED PARTNERSHIP , a Pennsylvania limited partnership

	By: Liberty Property Trust, its general partner


	By: _____________________________ Name: Title:

	Comcast Philadelphia Holdings, LLC , a Delaware limited liability company


	By: __________________________________ Name: Title:

SCHEDULE A

List of Distributions



Liberty/Commerz 1701 JFK Blvd, LP
Distribution History

Distribution Date	Commerz	Liberty	Total

[The confidential material contained herein

has been omitted and has been separately filed with the Commission]



EXHIBIT 12 - STATEMENT RE: COMPUTATION OF RATIO
OF EARNINGS TO FIXED CHARGES
AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES

LIBERTY PROPERTY TRUST / LIBERTY PROPERTY LIMITED PARTNERSHIP
(Amounts in thousands except ratio amounts)


		2013		2012		2011		2010		2009

Earnings:
Income from continuing operations before equity in earnings of unconsolidated subsidiaries and after distribution of earnings from unconsolidated subsidiaries		$	106,306	$	104,061	$	113,064	$	100,796	$	112,042
Add:	Interest expense	123,485		99,283		97,809		107,255		108,628
	Depreciation expense on capitalized interest	1,800		1,639		1,622		1,678		1,607
	Amortization of deferred financing costs	3,630		4,080		4,179		4,882		3,915

Earnings		$	235,221	$	209,063	$	216,674	$	214,611	$	226,192


Fixed charges:
Interest expense		$	123,485	$	99,283	$	97,809	$	107,255	$	108,628
Amortization of deferred financing charges		3,630		4,080		4,179		4,882		3,915
Capitalized interest		9,618		9,919		3,011		929		7,640

Fixed charges		136,733		113,282		104,999		113,066		120,183

Preferred unit distributions		2,119		9,902		21,069		21,012		21,012

Combined fixed charges		$	138,852	$	123,184	$	126,068	$	134,078	$	141,195

Ratio of earnings to fixed charges		1.72		1.85		2.06		1.90		1.88

Ratio of earnings to combined fixed charges		1.69		1.70		1.72		1.60		1.60

Exhibit 21

Liberty Property Trust

Liberty Property Limited Partnership

Liberty Lehigh Partnership

Liberty Property Philadelphia Limited Partnership

Liberty Property Philadelphia Limited Partnership II

Liberty Property Philadelphia Corporation

Liberty Property Philadelphia Trust

Liberty/Commerz 1701 JFK Boulevard, L.P.

Liberty Property Philadelphia Limited Partnership IV West

Liberty Property Philadelphia Corporation IV East

Liberty Property Philadelphia Corporation IV West

Liberty Property Philadelphia Corporation V

Liberty Property Philadelphia Limited Partnership V

Liberty Property Philadelphia Limited Partnership VI

Liberty Property Philadelphia Trust VI

Liberty Property Development Corp.

Liberty Property Development Corp. II

Liberty Special Purpose Trust

Liberty/Parkway 8 ^th & Walnut, LP

Liberty/Parkway 8 ^th & Walnut Trust

Liberty Property 19 ^th & Arch LP

Liberty Property 19 ^th & Arch Trust

LPT 19 ^th & Arch Limited LP

LPT 19 ^th & Arch Limited II LP

LP Malvern Limited Partnership

LP Malvern LLC

40 Liberty Boulevard, LLC

Land Holdings Realty LLC

Rivers Business Commons Associates Limited Partnership

Liberty Property Philadelphia Navy Yard Limited Partnership

Liberty Property Philadelphia Navy Yard Corporation

Liberty Property/Synterra Limited Partnership

Liberty Venture I, LP

Liberty Venture I, LLC

Liberty Illinois, LP

Liberty Illinois Venture, LLC

L/S One Crescent Drive, LP

L/S One Crescent Drive, LLC

L/S Three Crescent Drive, LP

L/S Three Crescent Drive, LLC

L/S Five Crescent Drive, LP

L/S Five Crescent Drive, LLC

L/S 4775 League Island Blvd., LP

L/S 4775 League Island Blvd., LLC

L/S 26 ^th Street North, LP

L/S 26 ^th Street North, LLC

L/S 26 ^th Street South, LP

L/S 26 ^th Street South, LLC

L/S 150 Rouse Boulevard, LP

L/S 150 Rouse Boulevard, LLC

L/S 201 Rouse Boulevard, LP

L/S 201 Rouse Boulevard, LLC

Liberty Property Philadelphia Development/Management, LP

Liberty Deer Park, LLC

Liberty Delaware, LLC

Liberty Cotton Center, LLC

Liberty Cotton Center II, LLC

Liberty Property Lux, LLC

Annapolis Development, LLC

9755 Patuxent Woods Drive Trust

Perryman 159, L.L.C.

Liberty Stoneridge, LLC

Liberty Durham, LLC

Liberty Shopton A, LLC

Liberty Shopton B, LLC

Liberty 600 Industrial, G.P.

Liberty AIPO Limited Partnership

Liberty Washington, LP

Liberty Washington Venture, LLC

Liberty 1100 17 ^th Street, LP

Liberty 2100M Street, LP

Republic 20 ^th Street LLC

Republic Property TRS LLC

Republic Park LLC

RKB CP IV LLC

RKB Lakeside Manager LLC

RKB Lakeside LLC

RKB Corporate Oaks LLC

RPT Presidents Park LLC

Presidents Park I LLC

Presidents Park II LLC

Presidents Park III LLC

RKB Pender LLC

RPLP I LLC

RPT 1425 Investors LP

RPT 1425 Holdings LLC

RPT 1425 New York Avenue LLC

RKB WillowWood Manager LLC

RKB WillowWood LLC

RPB WillowWood I LLC

RPB WillowWood II LLC

Cabot III - DE1M01-M02, LLC

Cabot III - IL1B02, LLC

Cabot III - IL1B04, LLC

Cabot III - IL1M03, LLC

Cabot III - IN1B02, LLC

Cabot III - KY1B01, LLC

Cabot III - MA1M01, LLC

Cabot III - MD1B01, LLC

Cabot III - MD1M01, LLC

Cabot III - MD1M02, LLC

Cabot III - MD1M03 - M04 & W10, LLC

Cabot III - MD1W01-W03, LLC

Cabot III - MD1W04, W06 & W07, LLC

Cabot III - MD1W05, LLC

Cabot III - MD1W08, LLC

Cabot III - MD1W09, LLC

Cabot III - MD1W11, LLC

Cabot III - NJ1B01, LLC

Cabot III - NJ1M01, LLC

Cabot III - NJ1M02, LLC

CIVF3 Beltsville 1, LLC

CIVF3 Beltsville 2, LLC

CIVF3 Beltsville 3, LLC

Cabot Business Parkway Holdings, LLC

Cabot III Unsecured Pool, LLC

Cabot III - PA GP 3, LLC

Cabot III - PA GP 4, LLC

Cabot III - TX GP, LLC

Cabot III - TX GP 2, LLC

Cabot III - PA1W01, L.P.

Cabot III - PA2B01, LP

Cabot III - PA2M01, LP

Cabot III - PA2M02, LP

Cabot III - TX1M01, LP

Cabot III - TX1W04, LP

Cabot III - GB1B02, LLC

Cabot III - GB1B03, LLC

Cabot III - GB1B05, LLC

Cabot III - UK 1B01 Limited

Bora Finance Limited

Silversword Properties Limited

Cambridge Medipark Limited

CBC Estate Management Limited

Liberty Property Trust UK Limited

Kings Hill Estate Management Company Limited

Kings Hill Sports Management Limited

Rouse Kent (Residential) Limited

Kings Hill Property Management Limited

Kings Hill Residential Estate Management Company Limited

iCO Didsbury Limited

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:


1)	Registration Statement (Form S-3 No. 333-120692),


2)	Registration Statement (Form S-3 No. 333-173951),


3)	Registration Statement (Form S-3 No. 333-94782),


4)	Registration Statement (Form S-3 No. 333-22211),


5)	Registration Statement (Form S-3 No. 333-43267),


6)	Registration Statement (Form S-3 No. 333-39282) ,


7)	Registration Statement (Form S-3 No. 333-65592), and


8)	Registration Statement (Form S-3 No. 333-125571) of Liberty Property Trust and Liberty Property Limited Partnership,


9)	Registration Statement (Form S-3 No. 333-14139),


10)	Registration Statement (Form S-3 No. 333-53297),


11)	Registration Statement (Form S-3 No. 333-63115),


12)	Registration Statement (Form S-3 No. 333-37218),


13)	Registration Statement (Form S-3 No. 333-45032),


14)	Registration Statement (Form S-3 No. 333-63494),


15)	Registration Statement (Form S-3 No. 333-63978),


16)	Registration Statement (Form S-3 No. 333-91702),


17)	Registration Statement (Form S-3 No. 333-107482),


18)	Registration Statement (Form S-3 No. 333-108040),


19)	Registration Statement (Form S-3 No. 333-114609),


20)	Registration Statement (Form S-3 No. 333-118994),


21)	Registration Statement (Form S-3 No. 333-130948),


22)	Registration Statement (Form S-3 No. 333-125572),


23)	Registration Statement (Form S-3 No. 333-122365),


24)	Registration Statement (Form S-3 No. 333-173950),


25)	Registration Statement (Form S-8 No. 333-141314) pertaining to the Liberty Property Trust Amended and Restated Share Incentive Plan,


26)	Registration Statement (Form S-8 No. 333-32244) pertaining to the Liberty Property Trust Amended and Restated Share Incentive Plan,


27)	Registration Statement (Form S-8 No. 333-62504) pertaining to the Liberty Property Trust Amended and Restated Share Incentive Plan,


28)	Registration Statement (Form S-8 No. 333-62506) pertaining to the Liberty Property Trust Amended and Restated Share Incentive Plan,


29)	Registration Statement (Form S-8 No. 333-118995) pertaining to the Liberty Property Trust Amended and Restated Share Incentive Plan, and


30)	Registration Statement (Form S-8 No. 333-159732) pertaining to the Liberty Property Trust Amended and Restated Share Incentive Plan, and in the related Prospectuses, and


31)	Registration Statement (Form S-8 No. 333 - 175263) pertaining to the Liberty Property Trust Amended and Restated Employee Stock Purchase Plan

of our reports dated February 28, 2014 , with respect to the consolidated financial statements and schedule of Liberty Property Trust and the effectiveness of internal control over financial reporting of Liberty Property Trust, included in this Annual Report (Form 10-K) of Liberty Property Trust for the year ended December 31, 2013 .

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

February 28, 2014

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:


1)	Registration Statement (Form S-3 No. 333-120692),


2)	Registration Statement (Form S-3 No. 333-173951),


3)	Registration Statement (Form S-3 No. 333-94782),


4)	Registration Statement (Form S-3 No. 333-22211),


5)	Registration Statement (Form S-3 No. 333-43267),


6)	Registration Statement (Form S-3 No. 333-39282),


7)	Registration Statement (Form S-3 No. 333-65592), and


8)	Registration Statement (Form S-3 No. 333-125571)

of Liberty Property Trust and Liberty Property Limited Partnership and in the related Prospectuses of our reports dated February 28, 2014 , with respect to the consolidated financial statements and schedule of Liberty Property Limited Partnership and the effectiveness of internal control over financial reporting of Liberty Property Limited Partnership, included in this Annual Report (Form 10-K) of Liberty Property Limited Partnership for the year ended December 31, 2013 .

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

February 28, 2014

Exhibit 31.1

LIBERTY PROPERTY TRUST

CERTIFICATIONS REQUIRED BY

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, William P. Hankowsky, certify that:

1. I have reviewed this Form 10-K of Liberty Property Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting,

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	February 28, 2014	By: /s/ WILLIAM P. HANKOWSKY
		William P. Hankowsky
		Chairman, President and Chief Executive Officer

Exhibit 31.2

LIBERTY PROPERTY TRUST

CERTIFICATIONS REQUIRED BY

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, George J. Alburger, Jr., certify that:

1. I have reviewed this Form 10-K of Liberty Property Trust;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	February 28, 2014	By: /s/ GEORGE J. ALBURGER, JR.
		George J. Alburger, Jr.
		Executive Vice President and Chief Financial Officer

Exhibit 31.3

LIBERTY PROPERTY LIMITED PARTNERSHIP

CERTIFICATIONS REQUIRED BY

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, William P. Hankowsky, certify that:

1. I have reviewed this Form 10-K of Liberty Property Limited Partnership;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	February 28, 2014	By: /s/ WILLIAM P. HANKOWSKY
		William P. Hankowsky
		Chairman, President and Chief Executive Officer of
		Liberty Property Trust, the Registrant’s sole general partner

Exhibit 31.4

LIBERTY PROPERTY LIMITED PARTNERSHIP

CERTIFICATIONS REQUIRED BY

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, George J. Alburger, Jr., certify that:

1. I have reviewed this Form 10-K of Liberty Property Limited Partnership;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	February 28, 2014	By: /s/ GEORGE J. ALBURGER, JR.
		George J. Alburger, Jr.
		Executive Vice President and Chief Financial Officer of Liberty Property Trust, the Registrant’s sole general partner

Exhibit 32.1

LIBERTY PROPERTY TRUST

CERTIFICATIONS REQUIRED BY

RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934

In connection with the Annual Report of Liberty Property Trust (the “Company”) on Form 10-K for the year ended December 31, 2013 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, WILLIAM P. HANKOWSKY, President and Chief Executive Officer of the Company, certify in connection with Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, that based on my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



/s/ WILLIAM P. HANKOWSKY
William P. Hankowsky
Chairman, President and Chief Executive Officer

Date:	February 28, 2014

Exhibit 32.2

LIBERTY PROPERTY TRUST

CERTIFICATIONS REQUIRED BY

RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934

In connection with the Annual Report of Liberty Property Trust (the “Company”) on Form 10-K for the year ended December 31, 2013 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, GEORGE J. ALBURGER, JR., Executive Vice President and Chief Financial Officer of the Company, certify in connection with Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, that based on my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



/s/ GEORGE J. ALBURGER, JR.
George J. Alburger, Jr.
Executive Vice President and Chief Financial Officer

Date:	February 28, 2014

Exhibit 32.3

LIBERTY PROPERTY LIMITED PARTNERSHIP

CERTIFICATIONS REQUIRED BY

RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934

In connection with the Annual Report of Liberty Property Limited Partnership (the “Company”) on Form 10-K for the year ended December 31, 2013 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, WILLIAM P. HANKOWSKY, President and Chief Executive Officer of Liberty Property Trust (the sole general partner of the Company), certify in connection with Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, that based on my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



/s/ WILLIAM P. HANKOWSKY
William P. Hankowsky
Chairman, President and Chief Executive Officer of Liberty Property Trust, the Company’s sole general partner

Date:	February 28, 2014

Exhibit 32.4

LIBERTY PROPERTY LIMITED PARTNERSHIP

CERTIFICATIONS REQUIRED BY

RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934

In connection with the Annual Report of Liberty Property Limited Partnership (the “Company”) on Form 10-K for the year ended December 31, 2013 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, GEORGE J. ALBURGER, JR., Executive Vice President and Chief Financial Officer of Liberty Property Trust (the sole general partner of the Company), certify in connection with Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, that based on my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



/s/ GEORGE J. ALBURGER, JR.
George J. Alburger, Jr.
Executive Vice President and Chief Financial Officer of Liberty Property Trust, the Company’s sole general partner

Date:	February 28, 2014