8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): July 27, 2009

LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

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

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

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

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

     On July 27, 2009, the Registrants issued a press release announcing the Registrants’ financial results for the quarter ended June 30, 2009. As set forth below, the Registrants are furnishing the press release as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit Number		Exhibit Title
	99.1	Press Release by the Registrants, dated July 27, 2009, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

SIGNATURES

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

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

Dated: July 28, 2009

EXHIBIT INDEX

Exhibit Number		Exhibit Title
	99.1	Press Release by the Registrants, dated July 27, 2009, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

EX-99.1

Exhibit 99.1

Press Release

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

LIBERTY PROPERTY TRUST ANNOUNCES
SECOND QUARTER RESULTS

Malvern, PA, July 27, 2009 — Liberty Property Trust (NYSE:LRY) reported that net income per common share (diluted) was $0.35 per share for the quarter ended June 30, 2009, compared to $0.34 per share (diluted) for the quarter ended June 30, 2008. For the six-month period ended June 30, 2009, net income per common share (diluted) was $0.62, compared to $.67 per share for the same period in 2008.

Funds from operations available to common shareholders (diluted) (“FFO”) for the second quarter of 2009 was $0.72 per share, compared to $0.80 per share for the second quarter of 2008. FFO per share for the six-month period ended June 30, 2009 was $1.44, compared to $1.60 per share for the same period in 2008. A reconciliation of GAAP net income to FFO is included in the financial tables accompanying this press release. Funds from operations for the second quarter include termination fees of $1.1 million, and an impairment charge of $3.8 million.

“Liberty’s solid performance during the second quarter on both the operational and capital fronts is a reflection of the resiliency of the company’s operating strategy and balance sheet, despite the pressures of a very tough economic environment,” said Bill Hankowsky, chief executive officer. “Liberty’s tenants understand the value of our high-quality, well-managed portfolio, and they are confident in our ability and dedication to making their workplaces work for them in a time of uncertainty.”

Portfolio Performance

Leasing: At June 30, 2009 Liberty’s in-service portfolio of 77.3 million square feet was 89.4% occupied, compared to 90.1% at the end of the first quarter. The decrease in occupancy was primarily driven by two large industrial distribution leases. During the quarter, Liberty completed lease transactions totaling 4.5 million square feet of space.

Same Store Performance: Property level operating income for same store properties increased by 0.5% on a cash basis and by 1.2% on a straight line basis for the second quarter of 2009 compared to the same quarter in 2008.

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Liberty Property Trust Second Quarter 2009 Earnings -2-

Capital Activities and Balance Sheet Management

Common Share Sales: During the second quarter of 2009, Liberty sold 5.5 million shares pursuant to a continuous offering program, generating net proceeds of $122.2 million.

Senior Note Obligations: During the quarter, Liberty purchased $3.5 million of its March 2011 Senior Notes and $4.9 million of its August 2012 Senior Notes. These notes were purchased at a $0.6 million discount. This discount is included in FFO as a debt extinguishment gain. Liberty repaid $238.6 million of 7.75% medium term notes which matured on April 15, 2009.

Property Sales: Liberty sold 10 operating properties, which contained 461,000 square feet of leaseable space, for $34.7 million.

Real Estate Investments

Development: During the second quarter, Liberty brought into service three development properties totaling 1.1 million square feet for a total investment of $73.6 million. These properties were 52.6% occupied at June 30^th. Leases have been signed for an additional 126,000 square feet in these properties, and these leases will commence during the third and fourth quarters.

During the second quarter Liberty commenced development on a $12.3 million, 75,000 square foot build-to-suit expansion for an existing tenant at 180 South Warner Road in King of Prussia, PA.

As of June 30, 2009, Liberty had 3.4 million square feet of wholly-owned and joint venture properties under development. This activity represents a total projected investment of $487.7 million, with an expected yield of 7.4%. The properties were 61.1% leased at June 30.

Acquisitions: Liberty acquired no properties during the quarter.

About the Company

Liberty Property Trust (NYSE:LRY) is a leader in commercial real estate, serving customers in the United States and United Kingdom, through the development, acquisition, ownership and management of superior office and industrial properties. Liberty’s 77 million square foot portfolio includes more than 700 properties which provide office, distribution and light manufacturing facilities to 2,100 tenants.

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

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Liberty Property Trust Second Quarter 2009 Earnings -3-

Liberty will host a conference call during which management will discuss second quarter results, on Tuesday, July 28, 2009, at 1 p.m. eastern time. To access the conference call in the United States or Canada, please dial 1-888-870-2815. For international access, dial 706-643-7691. No password or code is needed. A replay of the call will be available by dialing 1-800-642-1687 for US/Canada participants or 706-645-9291 for international participants. A passcode is needed for the replay: 16828993. The call can also be accessed via the Internet on the Investors page of Liberty’s web site at www.libertyproperty.com for two weeks following the call.

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

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Liberty Property Trust
Statement of Operations
June 30, 2009
(Unaudited and in thousands, except per share amounts)

	Quarter Ended						Six Months Ended
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008
Operating Revenue
Rental	$	130,846		$	123,557		$	260,045		$	254,847
Operating expense reimbursement		54,818			56,438			112,773			112,513
Total operating revenue		185,664			179,995			372,818			367,360
Operating Expenses
Rental property		35,368			35,534			74,515			74,219
Real estate taxes		22,119			22,961			44,244			43,104
General and administrative		11,659			13,047			27,222			27,083
Depreciation and amortization		42,571			42,508			85,705			85,174
Total operating expenses		111,717			114,050			231,686			229,580
Operating Income		73,947			65,945			141,132			137,780
Other Income/Expense
Interest and other		2,520			3,009			5,624			6,096
Debt extinguishment gain		563			—			1,092			—
Interest		(37,300	)		(36,330	)		(75,420	)		(77,679	)
Total other income/expense		(34,217	)		(33,321	)		(68,704	)		(71,583	)
Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures		39,730			32,624			72,428			66,197
(Loss) gain on property dispositions		(2,050	)		835			(2,344	)		1,476
Income taxes		(127	)		(580	)		(344	)		(1,064	)
Equity in earnings of unconsolidated joint ventures		1,192			1,010			1,609			1,387
Income from continuing operations		38,745			33,889			71,349			67,996
Discontinued operations (including net gain on property dispositions of $3,670 and $2,793 for the quarters ended June 30, 2009 and 2008 and $3,869 and $3,403 for the six month periods ended June 30, 2009 and 2008)		4,467			4,489			5,705			6,778
Net Income		43,212			38,378			77,054			74,774
Less: Net income attributable to minority interest		(6,541	)		(6,749	)		(12,494	)		(13,184	)
Net Income available to common shareholders	$	36,671		$	31,629		$	64,560		$	61,590
Basic income per common share
Continuing operations	$	0.31		$	0.29		$	0.58		$	0.60
Discontinued operations	$	0.04		$	0.05		$	0.05		$	0.07
Total basic income per common share	$	0.35		$	0.34		$	0.63		$	0.67
Diluted income per common share
Continuing operations	$	0.31		$	0.29		$	0.57		$	0.60
Discontinued operations	$	0.04		$	0.05		$	0.05		$	0.07
Total diluted income per common share	$	0.35		$	0.34		$	0.62		$	0.67
Weighted average shares
Basic		105,768			92,322			103,244			92,001
Diluted		106,245			92,701			103,625			92,248
Amounts attributable to common shareholders
Income from continuing operations	$	32,362		$	27,333		$	59,062		$	55,105
Discontinued operations		4,309			4,296			5,498			6,485
Net income	$	36,671		$	31,629		$	64,560		$	61,590

Liberty Property Trust
Statement of Funds From Operations
June 30, 2009
(Unaudited and in thousands, except per share amounts)

	Quarter Ended										Six Months Ended
	June 30, 2009					June 30, 2008					June 30, 2009					June 30, 2008
				Per					Per					Per					Per
				Weighted					Weighted					Weighted					Weighted
				Average					Average					Average					Average
	Dollars			Share		Dollars			Share		Dollars			Share		Dollars			Share
Reconciliation of net income to FFO — basic:
Basic — income available to common shareholders	$	36,671		$	0.35	$	31,629		$	0.34	$	64,560		$	0.63	$	61,590		$	0.67
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		4,132					4,329					8,122					7,877
Depreciation and amortization		42,364					43,252					85,386					86,630
Gain on property dispositions		(5,067	)				(3,164	)				(5,375	)				(4,132	)
Minority interest share in addback for depreciation and amortization and gain on property dispositions		(1,467	)				(1,914	)				(3,204	)				(3,909	)
Funds from operations available to common shareholders — basic	$	76,633		$	0.72	$	74,132		$	0.80	$	149,489		$	1.45	$	148,056		$	1.61
Reconciliation of net income to FFO — diluted:
Diluted — income available to common shareholders	$	36,671		$	0.35	$	31,629		$	0.34	$	64,560		$	0.62	$	61,590		$	0.67
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		4,132					4,329					8,122					7,877
Depreciation and amortization		42,364					43,252					85,386					86,630
Gain on property dispositions		(5,067	)				(3,164	)				(5,375	)				(4,132	)
Minority interest excluding preferred unit distributions		1,345					1,428					2,409					2,780
Funds from operations available to common shareholders — diluted	$	79,445		$	0.72	$	77,474		$	0.80	$	155,102		$	1.44	$	154,745		$	1.60
Reconciliation of weighted average shares:
Weighted average common shares — all basic calculations		105,768					92,322					103,244					92,001
Dilutive shares for long term compensation plans		477					379					381					247
Diluted shares for net income calculations		106,245					92,701					103,625					92,248
Weighted average common units		4,017					4,190					4,019					4,190
Diluted shares for funds from operations calculations		110,262					96,891					107,644					96,438

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.

Liberty Property Trust
Balance Sheet
June 30, 2009
(In thousands, except share amounts)

	June 30, 2009			December 31, 2008
	(unaudited)
Assets
Real estate:
Land and land improvements	$	824,906		$	806,122
Building and improvements		4,301,270			4,218,839
Less: accumulated depreciation		(1,040,218	)		(972,831	)
Operating real estate		4,085,958			4,052,130
Development in progress		215,155			245,463
Land held for development		222,324			209,551
Net real estate		4,523,437			4,507,144
Cash and cash equivalents		124,536			15,794
Restricted cash		40,351			39,726
Accounts receivable		6,636			12,985
Deferred rent receivable		89,291			83,498
Deferred financing and leasing costs, net of accumulated amortization (2009, $149,723; 2008, $139,346)		134,700			133,293
Investment in unconsolidated joint ventures		255,419			266,602
Assets held for sale		25,750			75,526
Prepaid expenses and other assets		74,369			82,467
Total assets	$	5,274,489		$	5,217,035
Liabilities
Mortgage loans	$	471,820		$	198,560
Unsecured notes		1,846,339			2,131,607
Credit facility		140,000			260,000
Accounts payable		35,262			32,481
Accrued interest		31,315			36,474
Dividend and distributions payable		54,057			48,858
Other liabilities		169,880			182,549
Total liabilities		2,748,673			2,890,529
Equity
Shareholders’ equity:
Common shares of beneficial interest, $.001 par value, 183,987,000 shares authorized, 110,847,466 (includes 1,249,909 in treasury) and 100,034,404 (includes 1,249,909 in treasury) shares issued and outstanding as of June 30, 2009 and December 31, 2008, respectively		111			101
Additional paid-in capital		2,391,615			2,162,820
Accumulated other comprehensive income (loss)		4,120			(5,378	)
Distributions in excess of net income		(222,739	)		(185,721	)
Common shares in treasury, at cost, 1,249,909 shares as of June 30, 2009 and December 31, 2008		(51,951	)		(51,951	)
Total shareholders’ equity		2,121,156			1,919,871
Minority interest — operating partnership		403,950			405,505
Minority interest — consolidated joint ventures		710			1,130
Total equity		2,525,816			2,326,506
Total liabilities & equity	$	5,274,489		$	5,217,035