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.

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.

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):

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.

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.