##### Table of Contents









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, 2005                                                 
|          
|or        
|          
|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 number: 001-32417


Education Realty Trust, Inc.


(Exact Name of Registrant as Specified in Its Charter)


|                                                                                              |  |                                         
|--------------------------------------------------------------------------------------------- |  | ----------------------------------------
|Maryland                                                                                      |  | 20-1352180                              
|(State or other jurisdiction of
    incorporation or organization)                            |  | (I.R.S. Employer
    Identification No.)
|                                                                                             
|530 Oak Court Drive, Suite 300,
    Memphis Tennessee(Address of principal executive offices) |  | 38117(Zip Code)                         

Registrants telephone number, including area code:


(901) 259-2500


Securities registered pursuant to section 12(b) of the
Act:


|                                       |  |                                     
|-------------------------------------- |  | ------------------------------------
|Title of Class                         |  | Name of Exchange on Which Registered
|                                       |  |                                     
|Common Stock, $.01 par value per share |  | New York Stock Exchange             

Securities registered pursuant to section 12(g) of the
Act:


None


o þ


o þ


o þ


S-K 10-K 10-K. þ




o o þ


o þ






DOCUMENTS INCORPORATED BY REFERENCE


10-K










---



##### 










EDUCATION REALTY TRUST, INC.


Form 10-K


Year Ended December 31, 2005


|                                                   |  |                                                                                                                      |    |      |    | 
|-------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                                                   |  |                                                                                                                      |    | Page |   
|                                                   |  |                                                                                                                      |    |      |   
|Part I                                             |  |                                                                                                                      |    |     
|Item 1.                                            |  | Business                                                                                                             |    |      | 2  | 
|Item 1A.                                           |  | Risk Factors                                                                                                         |    |      | 13 | 
|Item 1B.                                           |  | Unresolved Staff Comments                                                                                            |    |      | 24 | 
|Item 2.                                            |  | Properties                                                                                                           |    |      | 24 | 
|Item 3.                                            |  | Legal Proceedings                                                                                                    |    |      | 27 | 
|Item 4.                                            |  | Submission of Matters to a Vote of Security
    Holders                                                              |    |      | 27 | 
|Part II                                           
|Item 5.                                            |  | Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities |    |      | 28 | 
|Item 6.                                            |  | Selected Financial Data                                                                                              |    |      | 30 | 
|Item 7.                                            |  | Managements Discussion and Analysis
    of Financial Condition and Results of Operations                            |    |      | 34 | 
|Item 7A.                                           |  | Quantitative and Qualitative Disclosures
    About Market Risk                                                       |    |      | 47 | 
|Item 8.                                            |  | Financial Statements and Supplementary
    Data                                                                      |    |      | 47 | 
|Item 9.                                            |  | Changes in and Disagreements with
    Accountants on Accounting and Financial Disclosure                             |    |      | 48 | 
|Item 9A.                                           |  | Controls and Procedures                                                                                              |    |      | 48 | 
|Item 9B.                                           |  | Other Information                                                                                                    |    |      | 48 | 
|Part III                                          
|Item 10.                                           |  | Directors and Executive Officers of the
    Registrant                                                               |    |      | 48 | 
|Item 11.                                           |  | Executive Compensation                                                                                               |    |      | 48 | 
|Item 12.                                           |  | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder Matters                   |    |      | 48 | 
|Item 13.                                           |  | Certain Relationships and Related
    Transactions                                                                   |    |      | 49 | 
|Item 14.                                           |  | Principal Accountant Fees and Services                                                                               |    |      | 49 | 
|Part IV                                           
|Item 15.                                           |  | Exhibits and Financial Statement
    Schedules                                                                       |    |      | 49 | 
|Signatures                                         |  |                                                                                                                      | 50 |     
|CODE OF ETHICS                                    
|EX-31.1 SECTION 302 CERTIFICATION OF THE CEO      
|EX-31.2 SECTION 302 CERTIFICATION OF THE CFO      
|EX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CFO



1



---



##### Table of Contents



FORWARD-LOOKING STATEMENTS


10-K


lease-up





PART I







|        |          
|------- | ---------
|Item 1. | Business.

Our Company








| |   |                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | located in close proximity to university campuses (within two
    miles or less);                                                                         
|
| |  | average age of approximately six years;                                                                                                                   
|
| |  | Designed specifically for students with modern unit plans and
    amenities; and                                                                          
|
| |  | supported by our long-standing Community Assistant program and
    other student-oriented activities and services that enhance the
    college experience.

2



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##### Table of Contents



Initial Public Offering and Formation Transactions






| |   |                                                                                                                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | approximately $121.2 million to pay the cash portion of our
    formation transactions;                                                                                                                                                                                                                         
|
| |  | approximately $118.4 million to repay mortgage debt assumed
    in the formation transactions, including prepayment fees of
    approximately $3.7 million;                                                                                                                                                     
|
| |  | approximately $6.0 million to fund our revolving loan
    commitment to an affiliate of JPI;                                                                                                                                                                                                                    
|
| |  | approximately $1.4 million to pay loan origination fees
    relating to our $100 million revolving credit facility that
    was obtained on January 31, 2005 and amended on
    April 4, 2005;                                                                                                                  
|
| |  | approximately $59.6 million to purchase properties located
    near the University of Mississippi in February 2005, the
    University of South Carolina in March 2005, Middle Tennessee
    State University in April 2005, the University of Florida in
    June 2005, and Auburn University in July 2005; and
|
| |  | approximately $6.7 million was used for general corporate
    purposes, including payment of distributions to our stockholders.                                                                                                                                                                                 



| |                                         
| | ----------------------------------------
| | Our Structure Following the Closing Date







3



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##### Table of Contents



Our Management Company and Our Development Company




Our Business and Growth Strategy




Acquisition Strategy






| |   |                                                                 
| | - | ----------------------------------------------------------------
| |  | campus reputation                                               
|
| |  | competitive admissions criteria                                 
|
| |  | limited number of on-campus beds and limited plans for expansion
|
| |  | distance of property from campus                                
|
| |  | property unit mix                                               
|
| |  | competition                                                     
|
| |  | significant
    out-of-state enrollment                         
|
| |  | operating performance                                           
|
| |  | potential for improved management                               
|
| |  | ownership and capital structure                                 
|
| |  | presence of desired amenities                                   
|
| |  | maintenance of the property                                     

4



---



##### Table of Contents





| |   |                                                               
| | - | --------------------------------------------------------------
| |  | access to a university-sponsored or public transportation line
|
| |  | parking availability                                          





Operating Strategy




Maximize property profitability. on-site




| |   |                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | establishing internal controls and procedures for cost control
    consistently throughout our communities;                                                                               
|
| |  | operating with flat property-level management structures,
    minimizing multiple layers of management;                                                                                   
|
| |  | negotiating utility and service-level pricing arrangements with
    national and regional vendors and requiring corporate-level
    approval of service agreements for each community; and
|
| |  | conducting an annual assessment of the costs and effectiveness
    of each of our marketing strategies in order to place greater
    emphasis on lower cost/high-impact initiatives.      

Proactive marketing practices. state-of


Develop and retain personnel. on-site on-site on-site


Maintain and develop strategic relationships.


5



---



##### Table of Contents





Third-Party Services








| |                                
| | -------------------------------
| | Third-party management services





6



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##### Table of Contents





|                                     |                                             |            |                                             |           |       |       |            |  |       |     | 
|------------------------------------ | ------------------------------------------- | ---------- | ------------------------------------------- | --------- | ----- | ----- | ---------- |  | ----- | --- | 
|Property                             |                                             | University |                                             | # of Beds |       |       | # of Units | 
|                                     |                                             |            |                                             |           |       |       |            | 
|On-campus properties                 |                                             |            |                                             |           |       |       |            |  |       |    
|                                     | University Park  Calhoun Street Apartments |            | University of Cincinnati                    |           |       | 726   |            |  |       | 288 | 
|                                     | Reinhard Villages                           |            | Clarion University of Pennsylvania          |           |       | 656   |            |  |       | 180 | 
|                                     | University Park                             |            | Salisbury University (Maryland)             |           |       | 576   |            |  |       | 145 | 
|                                     | Bettie Johnson Hall                         |            | University of Louisville                    |           |       | 490   |            |  |       | 224 | 
|                                     | University Village                          |            | California State University  San Marcos    |           |       | 471   |            |  |       | 126 | 
|                                     | Normal Hills Apartments                     |            | Alabama A&M University                      |           |       | 448   |            |  |       | 240 | 
|                                     | Herman & Heddy Kurz Hall                    |            | University of Louisville                    |           |       | 402   |            |  |       | 224 | 
|                                     | Arlington Park Apartments                   |            | University of Northern Colorado             |           |       | 396   |            |  |       | 180 | 
|                                     | University Park  Phase II                  |            | Salisbury University (Maryland)             |           |       | 312   |            |  |       | 108 | 
|                                     | Billy Minardi Hall                          |            | University of Louisville                    |           |       | 38    |            |  |       | 20  | 
|                                     |                                             |            |                                             |           |       |       |            | 
|Total on-campus                      |                                             |            |                                             |           | 4,515 |       |            |  | 1,735 |    
|Off-campus properties                |                                             |            |                                             |           |       |       |            |  |       |    
|                                     | Granville Towers                            |            | University of North Carolina at Chapel Hill |           |       | 1,321 |            |  |       | 363 | 
|                                     | The Reserve on Stinson                      |            | University of Oklahoma                      |           |       | 612   |            |  |       | 204 | 
|                                     | Illini Tower                                |            | University of Illinois at Champaign         |           |       | 709   |            |  |       | 175 | 
|                                     | Stratford Heights                           |            | University of Cincinnati                    |           |       | 692   |            |  |       | 174 | 
|                                     | Honeysuckle Apartments                      |            | Bloomsburg University of Pennsylvania       |           |       | 407   |            |  |       | 104 | 
|                                     | Evergreen Commons                           |            | Lock Haven University of Pennsylvania       |           |       | 408   |            |  |       | 108 | 
|                                     | University Towers                           |            | University of Texas                         |           |       | 632   |            |  |       | 184 | 
|                                     |                                             |            |                                             |           |       |       |            | 
|Total off-campus                     |                                             |            |                                             |           | 4,781 |       |            |  | 1,312 |    
|                                     |                                             |            |                                             |           |       |       |            | 
|Totals (for both on- and off-campus) |                                             |            |                                             |           | 9,296 |       |            |  | 3,047 |    
|                                     |                                             |            |                                             |           |       |       |            | 



| |                                            
| | -------------------------------------------
| | Third-party development consulting services





| |   |                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------
| |  | market analysis and evaluation of housing needs and options;                                                             
|
| |  | cooperation with university in architectural design;                                                                     
|
| |  | negotiation of ground lease, development agreement, construction
    contract, architectural contract and bond documents;
|
| |  | oversight of architectural design process;                                                                               
|
| |  | coordination of governmental and university plan approvals;                                                              
|
| |  | oversight of construction process;                                                                                       
|
| |  | design, purchase and installation of furniture;                                                                          

7



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| |   |                                           
| | - | ------------------------------------------
| |  | pre-opening marketing to students; and    
|
| |  | obtaining final approvals of construction.





Our Operations


on-site


on-site


Residence Life and Student Development


on-site




| |   |                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------
| |  | community-building and social activities geared to
    university-related events, holidays, public safety and education;

8



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##### Table of Contents





| |   |                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------
| |  | study and attention skills counseling;                                                                                 
|
| |  | career development, resume writing and employment search skill
    training;                                           
|
| |  | sponsorship of intramural sport teams, academic clubs and
    alumni-based activities;                                 
|
| |  | parent and resident appreciation events;                                                                               
|
| |  | community service activities including recycling, blood drives,
    food drives and student volunteer committees;      
|
| |  | lectures focused on social issues, including effective
    communication, multi-cultural awareness and substance abuse;
|
| |  | university outreach activities; and                                                                                    
|
| |  | voter registration, enrollment and education.                                                                          

on-site


Marketing








Leasing




9



---



##### Table of Contents













| |   |                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Rent typically covers all common area amenities and
    water/sewer/trash removal. Internet and cable TV service are
    included where required by market conditions.                                                                                                                    
|
| |  | Student residents pay a non-refundable service fee in addition
    to an application fee. The service fee is used to recover the
    costs of redecorating at the end of the academic year.                                                                                               
|
| |  | Units are inspected quarterly for damage or routine repairs. All
    cited damages are repaired and immediately charged to the
    resident account for collection. This procedure reduces
    end-of-year repairs and
    keeps the units in good order throughout the term of residency.
|
| |  | Subletting units is permitted with our written consent and for a
    fee.                                                                                                                                                                                                                 
|
| |  | Student residents are responsible for any damages that their
    visitors cause anywhere on the premises.                                                                                                                                                                                 

Strategic Relationships


on-site follow-up




10



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Competition




| |                              
| | -----------------------------
| | Competition from universities







| |                                
| | -------------------------------
| | Competition from private owners





| |                          
| | -------------------------
| | Our competitive strengths





| |   |                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------
| |  | Senior management team with over 160 years of collective
    experience working together at the EDR Predecessor.      
|
| |  | Property portfolio with modern unit plans and amenities and
    average age of approximately six years.               
|
| |  | Focused acquisition strategy.                                                                                         
|
| |  | Complementary third-party services business, including
    third-party management and development consulting services.
|
| |  | Established marketing practices.                                                                                      
|
| |  | Focus on customer satisfaction and quality control.                                                                   

Employees






| |   |                                                               
| | - | --------------------------------------------------------------
| |  | 975 on-site employees,
    including 382 Community Assistants;
|
| |  | 15 persons in our property management services department;    

11



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| |   |                                                                     
| | - | --------------------------------------------------------------------
| |  | 9 persons in our development consulting services
    department; and
|
| |  | 36 executive, corporate administration and financial personnel.     





|                  |  |                                                       |  |                 |    | 
|----------------- |  | ----------------------------------------------------- |  | --------------- | -- | 
|Executive Officer |  | Title                                                 |  | Number of Years |   
|                  |  |                                                       |  |                 |   
|Paul O. Bower     |  | Chairman, Chief Executive Officer and President       |  |                 | 36 | 
|Craig L. Cardwell |  | Executive Vice President and Chief Investment Officer |  |                 | 34 | 
|Thomas J. Hickey  |  | Senior Vice President of Operations                   |  |                 | 33 | 
|Wallace L. Wilcox |  | Vice President of Construction                        |  |                 | 25 | 
|William W. Harris |  | Senior Vice President of Development                  |  |                 | 23 | 
|Susan B. Arrison  |  | Vice President of Human Resources                     |  |                 | 15 | 
|Randall H. Brown  |  | Executive Vice President and Chief Financial Officer  |  |                 | 6  | 

Code of Business Conduct and Ethics


www.educationrealty.com


Available Information


1-800-SEC-0330.


10-K, 10-Q, 8-K


12



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##### Table of Contents








|         |             
|-------- | ------------
|Item 1A. | Risk Factors



| |                                                 
| | ------------------------------------------------
| | Risks related to our properties and our business



| |                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our results of operations are subject to the following risks
    inherent in the student housing industry: annual leasing cycle,
    concentrated lease-up
    period, seasonal cash flows and increased risk of student
    defaults during the summer months of a twelve-month lease.





| |                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------
| | Our use of debt financing reduces cash available for
    distribution and may expose us to the risk of default under our
    debt obligations.





| |   |                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | we may be unable to borrow additional funds as needed or on
    favorable terms;                                                                                                                                                                           
|
| |  | we may be unable to refinance our indebtedness at maturity or
    the refinancing terms may be less favorable than the terms of
    our original indebtedness;                                                                                             
|
| |  | we may be forced to dispose of one or more of our properties,
    possibly on disadvantageous terms;                                                                                                                                                       
|
| |  | we may default on our payment or other obligations as a result
    of insufficient cash flow or otherwise, and the lenders or
    mortgagees may foreclose on our properties that secure their
    loans and receive an assignment of rents and leases; and
|
| |  | foreclosures could create taxable income without accompanying
    cash proceeds, a circumstance that could hinder our ability to
    meet the REIT distribution requirements.                                                                              



13



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##### Table of Contents





| |                                                         
| | --------------------------------------------------------
| | We are recently organized and have no operating history.





| |                                                                                         
| | ----------------------------------------------------------------------------------------
| | The consideration we paid for our initial assets may exceed
    their fair market value.





| |                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We face significant competition from university-owned student
    housing and from other private student housing communities
    located within close proximity to universities.







14



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| |                                                                                     
| | ------------------------------------------------------------------------------------
| | We may not be able to recover our costs for our development
    consulting services.





| |                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may be unable to take advantage of certain disposition
    opportunities because of additional costs we have agreed to pay
    if we sell certain of our properties in taxable transactions for
    a period of five years.





| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | We rely on our relationships with universities, and changes
    in university personnel and/or policies could adversely affect
    our operating results.



lease-up




| |                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our growth will be dependent upon our ability to acquire
    and/or develop, lease, integrate and manage additional student
    housing communities successfully.



15



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | we may be unable to acquire a desired property at all or at a
    desired purchase price because of competition from other
    purchasers of student housing;                                                                                                                                                                                                                                                                                                                                
|
| |  | many of our future acquisitions are likely to be dependent on
    external financing, and we may be unable to finance an
    acquisition on favorable terms or at all;                                                                                                                                                                                                                                                                                                                       
|
| |  | we may be required to incur significant capital expenditures to
    improve or renovate acquired properties;                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | we may be unable to quickly and efficiently integrate new
    acquisitions, particularly acquisitions of portfolios of
    properties, into our existing operations;                                                                                                                                                                                                                                                                                                                         
|
| |  | market conditions may result in higher than expected vacancy
    rates and lower than expected rental rates; and                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | we may acquire properties subject to liabilities but without any
    recourse, or with only limited recourse, to the sellers, or with
    liabilities that are unknown to us, such as liabilities for
    undisclosed environmental contamination, claims by tenants,
    vendors or other persons dealing with the former owners of the
    properties and claims for indemnification by members, directors,
    officers and others indemnified by the former owners of the
    properties.

lease-up




| |                                          
| | -----------------------------------------
| | Risks related to the real estate industry



| |                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our performance and the value of our real estate assets are
    subject to risks associated with real estate assets and with the
    real estate industry.







| |   |                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------
| |  | local oversupply of student housing units, increased competition
    or reduction in demand for student housing;
|
| |  | inability to collect rent from tenants;                                                                         
|
| |  | vacancies or our inability to lease beds on favorable terms;                                                    
|
| |  | increased operating costs, including insurance premiums,
    utilities, and real estate taxes;                  
|
| |  | costs of complying with changes in governmental regulations;                                                    
|
| |  | the relative illiquidity of real estate investments;                                                            
|
| |  | changing student demographics;                                                                                  
|
| |  | national, regional and local economic conditions; and                                                           
|
| |  | rising interest rates.                                                                                          

16



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| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We have limited time to perform due diligence on many of our
    acquired properties, which could subject us to significant
    unexpected liabilities and under-performance of the acquired
    properties.





| |                                                
| | -----------------------------------------------
| | Certain losses may not be covered by insurance.





| |                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------
| | Future terrorist attacks in the United States could harm the
    demand for and the value of our student housing communities.







| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| | We could incur significant costs related to government
    regulation and private litigation over environmental matters.



17



---



##### Table of Contents









| |                                                                                          
| | -----------------------------------------------------------------------------------------
| | We could be exposed to liability and remedial costs related
    to environmental matters.







18



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##### Table of Contents











| |                                                                                                        
| | -------------------------------------------------------------------------------------------------------
| | We may incur significant costs complying with the Americans
    with Disabilities Act and similar laws.







| |                                                                     
| | --------------------------------------------------------------------
| | We may incur significant costs complying with other
    regulations.





| |                                                                             
| | ----------------------------------------------------------------------------
| | Our potential participation in joint ventures presents
    additional risks.



19



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##### Table of Contents







| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | Illiquidity of real estate investments could significantly
    impede our ability to respond to adverse changes in the
    performance of our properties.







| |                                                
| | -----------------------------------------------
| | Risks related to our organization and structure



| |                                                                                                     
| | ----------------------------------------------------------------------------------------------------
| | To maintain our REIT status, we may be forced to limit the
    activities of our Management Company.





| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| | We will depend heavily on the availability of equity and debt
    capital to fund our business.



20



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| |   |                                                                                  
| | - | ---------------------------------------------------------------------------------
| |  | general market conditions;                                                       
|
| |  | our current debt levels and the number of properties subject to
    encumbrances;
|
| |  | our current performance and the markets perception of our
    growth potential; 
|
| |  | our cash flow and cash distributions; and                                        
|
| |  | the market price per share of our common stock.                                  





| |                                                                                  
| | ---------------------------------------------------------------------------------
| | Our charter contains restrictions on the ownership and
    transfer of our stock.







| |                                                                                                            
| | -----------------------------------------------------------------------------------------------------------
| | Certain tax and anti-takeover provisions of our charter and
    bylaws may inhibit a change of our control.





| |   |                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the REIT ownership limit described above;                                                                                                                 
|
| |  | authorization of the issuance of our preferred shares with
    powers, preferences or rights to be determined by our board of
    directors;              
|
| |  | the right of our board of directors, without a stockholder vote,
    to increase our authorized shares and classify or reclassify
    unissued shares; and
|
| |  | advance notice requirements for stockholder nomination of
    directors and for other proposals to be presented at stockholder
    meetings.              

21



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##### Table of Contents





| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | The Maryland business statutes also impose potential
    restrictions on a change of control of our Company.





| |                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------
| | We have the right to change some of our policies that may be
    important to our stockholders without stockholder consent.





| |                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | The ability of our board of directors to revoke our REIT
    election without stockholder approval may cause adverse
    consequences to our stockholders.





| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | Our rights and the rights of our stockholders to take action
    against our directors and officers are limited.





| |                                                                                    
| | -----------------------------------------------------------------------------------
| | Our success depends on key personnel whose continued service
    is not guaranteed.



22



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| |                         
| | ------------------------
| | Federal income tax risks



| |                                                                                                               
| | --------------------------------------------------------------------------------------------------------------
| | Failure to qualify as a REIT would have significant adverse
    consequences to us and the value of our stock.





| |   |                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | we would not be allowed a deduction for distributions to
    stockholders in computing our taxable income, and such amounts
    would be subject to federal income tax at regular corporate
    rates;   
|
| |  | we also could be subject to the federal alternative minimum tax
    and possibly increased state and local taxes; and                                                                                    
|
| |  | unless we are entitled to relief under applicable statutory
    provisions, we could not elect to be taxed as a REIT for four
    taxable years following the year during which we were
    disqualified.







| |                                                                                                 
| | ------------------------------------------------------------------------------------------------
| | We may be subject to federal and state income taxes that
    would harm our financial condition.



23



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##### Table of Contents





| |                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | An investment in our common stock has various tax risks,
    including the treatment of distributions in excess of earnings
    and the inability to apply passive losses against
    distributions.





| |                                                                                   
| | ----------------------------------------------------------------------------------
| | Future distributions may include a significant portion as a
    return of capital.








|         |                           
|-------- | --------------------------
|Item 1B. | Unresolved Staff Comments.








|        |            
|------- | -----------
|Item 2. | Properties.

General


five-year








| |   |                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | located in close proximity to university campuses (within two
    miles or less);                                                                         
|
| |  | average age of approximately seven years;                                                                                                                 
|
| |  | designed specifically for students with modern unit plans and
    amenities; and                                                                          
|
| |  | supported by our long-standing Community Assistant program and
    other student-oriented activities and services that enhance the
    college experience.

24



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##### Table of Contents



Properties




|                                |  |                           |                                   |       |  |             |      |      |  |       |         |                   |  |         |        |             |  |  |       |  |  |  |      |   |  |   |       |     |  |   |     |    
|------------------------------- |  | ------------------------- | --------------------------------- | ----- |  | ----------- | ---- | ---- |  | ----- | ------- | ----------------- |  | ------- | ------ | ----------- |  |  | ----- |  |  |  | ---- | - |  | - | ----- | --- |  | - | --- | ---
|                                |  |                           |                                   |       |  |             |      |      |  |       |         | Year Ended       
|                                |  |                           |                                   |       |  |             |      |      |  |       |         | December 31, 2005
|                                |  |                           |                                   |       |  |             |      |      |  |       |         |                  
|                                |  |                           |                                   |       |  |             |      |      |  |       |         | Average           |  | Monthly |        | Revenue per
|                                |  |                           |                                   | Year  |  | Acquisition |      | # of |  | # of  |         | Occupancy         |  | Total   |        | Available  
|Name                            |  | Primary University Served |                                   | Built |  | Date        |      | Beds |  | Units |         | Rate(1)           |  | Revenue |        | Bed(2)     
|                                |  |                           |                                   |       |  |             |      |      |  |       |         |                   |  |         |        |            
|                                |  |                           |                                   |       |  |             |      |      |  |       |         | (In thousands)   
|NorthPointe                     |  |                           | University of Arizona             |       |  |             | 1999 |      |  |       | Jan 05 |                   |  |         | 912    |             |  |  | 300   |  |  |  | 89.7 | % |  | $ | 301   |     |  | $ | 330 |    
|The Reserve at Athens           |  |                           | University of Georgia             |       |  |             | 1999 |      |  |       | Jan 05 |                   |  |         | 612    |             |  |  | 200   |  |  |  | 95.6 |   |  |   | 214   |     |  |   | 350 |    
|The Reserve at Clemson          |  |                           | Clemson University                |       |  |             | 1999 |      |  |       | Jan 05 |                   |  |         | 590    |             |  |  | 177   |  |  |  | 95.4 |   |  |   | 186   |     |  |   | 316 |    
|Players Club                    |  |                           | Florida State University          |       |  |             | 1994 |      |  |       | Jan 05 |                   |  |         | 336    |             |  |  | 84    |  |  |  | 96.1 |   |  |   | 125   |     |  |   | 372 |    
|The Gables                      |  |                           | Western Kentucky University       |       |  |             | 1996 |      |  |       | Jan 05 |                   |  |         | 290    |             |  |  | 73    |  |  |  | 89.2 |   |  |   | 81    |     |  |   | 278 |    
|College Station                 |  |                           | Augusta State University          |       |  |             | 1989 |      |  |       | Jan 05 |                   |  |         | 203    |             |  |  | 61    |  |  |  | 74.4 |   |  |   | 42    |     |  |   | 207 |    
|University Towers               |  |                           | North Carolina State University   |       |  |             | 1989 |      |  |       | Jan 05 |                   |  |         | 953    |             |  |  | 251   |  |  |  | 73.9 |   |  |   | 432   | (6) |  |   | 453 | (6)
|The Pointe at South Florida     |  |                           | University of South Florida       |       |  |             | 1999 |      |  |       | Jan 05 |                   |  |         | 1,002  |             |  |  | 336   |  |  |  | 96.1 |   |  |   | 411   |     |  |   | 442 |    
|Commons at Knoxville            |  |                           | University of Tennessee           |       |  |             | 1999 |      |  |       |         |                   |  |         | 708    |             |  |  | 211   |  |  |  | 94.8 |   |  |   | 281   |     |  |   | 396 |    
|The Commons                     |  |                           | Florida State University          |       |  |             | 1997 |      |  |       | Jan 05 |                   |  |         | 732    |             |  |  | 252   |  |  |  | 95.1 |   |  |   | 257   |     |  |   | 351 |    
|The Reserve on Perkins          |  |                           | Oklahoma State University         |       |  |             | 1999 |      |  |       | Jan 05 |                   |  |         | 732    |             |  |  | 234   |  |  |  | 92.9 |   |  |   | 216   |     |  |   | 295 |    
|The Reserve at Star Pass        |  |                           | University of Arizona             |       |  |             | 2001 |      |  |       | Jan 05 |                   |  |         | 1,020  |             |  |  | 336   |  |  |  | 93.1 |   |  |   | 325   |     |  |   | 319 |    
|The Pointe at Western           |  |                           | Western Michigan University       |       |  |             | 2000 |      |  |       | Jan 05 |                   |  |         | 876    |             |  |  | 324   |  |  |  | 95.3 |   |  |   | 342   |     |  |   | 391 |    
|College Station at W. Lafayette |  |                           | Purdue University                 |       |  |             | 2000 |      |  |       | Jan 05 |                   |  |         | 960    |             |  |  | 336   |  |  |  | 91.8 |   |  |   | 298   |     |  |   | 311 |    
|Commons on Kinnear              |  |                           | The Ohio State University         |       |  |             | 2000 |      |  |       | Jan 05 |                   |  |         | 502    |             |  |  | 166   |  |  |  | 95.8 |   |  |   | 234   |     |  |   | 465 |    
|The Pointe                      |  |                           | Pennsylvania State University     |       |  |             | 1999 |      |  |       | Jan 05 |                   |  |         | 984    |             |  |  | 294   |  |  |  | 93.2 |   |  |   | 363   |     |  |   | 369 |    
|The Reserve at Columbia         |  |                           | University of Missouri            |       |  |             | 2000 |      |  |       | Jan 05 |                   |  |         | 676    |             |  |  | 260   |  |  |  | 96.9 |   |  |   | 275   |     |  |   | 406 |    
|The Reserve on Frankford        |  |                           | Texas Tech University             |       |  |             | 1997 |      |  |       | Jan 05 |                   |  |         | 737    |             |  |  | 243   |  |  |  | 86.9 |   |  |   | 252   |     |  |   | 342 |    
|The Village on Tharpe           |  |                           | Florida State University          |       |  |             | 1995 |      |  |       | Jan 05 |                   |  |         | 1,554  |             |  |  | 486   |  |  |  | 94.7 |   |  |   | 533   |     |  |   | 343 |    
|The Lofts                       |  |                           | University of Central Florida     |       |  |             | 2002 |      |  |       | Jan 05 |                   |  |         | 730    |             |  |  | 254   |  |  |  | 96.3 |   |  |   | 404   |     |  |   | 553 |    
|The Reserve on West 31st        |  |                           | University of Kansas              |       |  |             | 1998 |      |  |       | Jan 05 |                   |  |         | 720    |             |  |  | 192   |  |  |  | 89.8 |   |  |   | 215   |     |  |   | 299 |    
|Campus Creek                    |  |                           | University of Mississippi         |       |  |             | 2004 |      |  |       | Feb 05 |                   |  |         | 636    |             |  |  | 192   |  |  |  | 88.6 |   |  |   | 218   |     |  |   | 377 |    
|Pointe West                     |  |                           | University of South Carolina      |       |  |             | 2003 |      |  |       | Mar 05 |                   |  |         | 480    |             |  |  | 144   |  |  |  | 96.2 |   |  |   | 147   |     |  |   | 337 |    
|Campus Lodge                    |  |                           | University of Florida             |       |  |             | 2001 |      |  |       | Jun 05 |                   |  |         | 1,116  |             |  |  | 360   |  |  |  | 92.8 |   |  |   | 349   |     |  |   | 491 |    
|College Grove                   |  |                           | Middle Tennessee State University |       |  |             | 1998 |      |  |       | Apr 05 |                   |  |         | 864    |             |  |  | 240   |  |  |  | 94.7 |   |  |   | 187   |     |  |   | 297 |    
|The Reserve on South College    |  |                           | Auburn University                 |       |  |             | 1999 |      |  |       | Jul 05 |                   |  |         | 576    |             |  |  | 180   |  |  |  | 92.4 |   |  |   | 90    |     |  |   | 287 |    
|                                |  |                           |                                   |       |  |             |      |      |  |       |         |                   |  |         |        |             |  |  |       |  |  |  |      |   |  |   |       |     |  |   |     |    
|Total                           |  |                           |                                   |       |  |             | 1998 | (3)  |  |       |         |                   |  |         | 19,501 |             |  |  | 6,186 |  |  |  | 92.2 | % |  | $ | 6,778 |     |  | $ | 366 | (3)
|                                |  |                           |                                   |       |  |             |      |      |  |       |         |                   |  |         |        |             |  |  |       |  |  |  |      |   |  |   |       |     |  |   |     |    

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|                       |  |                           |                                 |      |       |  |      |      |  |                            |       |  |           |         |       |             |         |  |           |        |  |   |       |     |  |   |     |    
|---------------------- |  | ------------------------- | ------------------------------- | ---- | ----- |  | ---- | ---- |  | -------------------------- | ----- |  | --------- | ------- | ----- | ----------- | ------- |  | --------- | ------ |  | - | ----- | --- |  | - | --- | ---
|                       |  |                           |                                 |      |       |  |      |      |  | EDR Predecessor Year Ended |      
|                       |  |                           |                                 |      |       |  |      |      |  | December 31, 2004          |      
|                       |  |                           |                                 |      |       |  |      |      |  |                            |      
|                       |  |                           |                                 |      |       |  |      |      |  | Average                    |       |  | Monthly   |         |       | Revenue per |        
|                       |  |                           |                                 | Year |       |  | # of |      |  | # of                       |       |  | Occupancy |         |       | Total       |         |  | Available |       
|Name                   |  | Primary University Served |                                 |      | Built |  |      | Beds |  |                            | Units |  |           | Rate(4) |       |             | Revenue |  |           | Bed(5) | 
|                       |  |                           |                                 |      |       |  |      |      |  |                            |       |  |           |         |       |             |         |  |           |        | 
|                       |  |                           |                                 |      |       |  |      |      |  | (In thousands)             |      
|NorthPointe            |  |                           | University of Arizona           |      |       |  | 1999 |      |  |                            | 912   |  |           |         | 300   |             |         |  | 91.9      | %      |  | $ | 465   |     |  | $ | 371 |    
|The Reserve at Athens  |  |                           | University of Georgia           |      |       |  | 1999 |      |  |                            | 612   |  |           |         | 200   |             |         |  | 93.8      |        |  |   | 222   |     |  |   | 362 |    
|The Reserve at Clemson |  |                           | Clemson University              |      |       |  | 1999 |      |  |                            | 590   |  |           |         | 177   |             |         |  | 95.0      |        |  |   | 193   |     |  |   | 327 |    
|Players Club           |  |                           | Florida State University        |      |       |  | 1994 |      |  |                            | 336   |  |           |         | 84    |             |         |  | 94.4      |        |  |   | 128   |     |  |   | 379 |    
|The Gables             |  |                           | Western Kentucky University     |      |       |  | 1995 |      |  |                            | 290   |  |           |         | 73    |             |         |  | 97.3      |        |  |   | 93    |     |  |   | 321 |    
|College Station        |  |                           | Augusta State University        |      |       |  | 1989 |      |  |                            | 203   |  |           |         | 61    |             |         |  | 88.4      |        |  |   | 51    |     |  |   | 253 |    
|University Towers(6)   |  |                           | North Carolina State University |      |       |  | 1989 |      |  |                            | 953   |  |           |         | 251   |             |         |  | 75.9      |        |  |   | 465   | (6) |  |   | 480 | (6)
|                       |  |                           |                                 |      |       |  |      |      |  |                            |       |  |           |         |       |             |         |  |           |        | 
|Total                  |  |                           |                                 |      |       |  | 1995 | (3)  |  |                            | 3,896 |  |           |         | 1,146 |             |         |  | 89.2      | %      |  | $ | 1,617 |     |  | $ | 421 | (3)
|                       |  |                           |                                 |      |       |  |      |      |  |                            |       |  |           |         |       |             |         |  |           |        | 






|    |                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Average of the physical month-end occupancy rates for the period
    subsequent to acquisition through December 31, 2005.                                                                                                                             
|   
|(2) | Monthly revenue per available bed for 2005 is equal to total
    revenue for the period subsequent to acquisition through
    December 31, 2005 divided by the sum of the design beds
    (including staff and model beds) at the property each month.
|   
|(3) | Represents average for all properties in portfolio.                                                                                                                                                                                                   
|   
|(4) | Average of the physical month-end occupancy rates for the twelve
    months ended December 31, 2004.                                                                                                                                                  
|   
|(5) | Monthly revenue per available bed for 2004 is equal to total
    annual revenue divided by the sum of the design beds (including
    staff and model beds) at the property each month.                                                                
|   
|(6) | Revenues and revenue per available bed for University Towers
    excludes revenue from food service operations.                                                                                                                                       

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##### Table of Contents



Mortgage Indebtedness




|                                                           |  |                  |         |   |             |  |       |          |  |  |              |  |  |  |         | 
|---------------------------------------------------------- |  | ---------------- | ------- | - | ----------- |  | ----- | -------- |  |  | ------------ |  |  |  | ------- | 
|                                                           |  | Education Realty |         |   |             |  |       |          | 
|                                                           |  | Trust, Inc.      |         |   | Contractual |  |       |          |  | 
|                                                           |  | Outstanding at   |         |   | Fixed       |  |       |          |  | 
|                                                           |  | December 31,     |         |   | Interest    |  |       | Maturity |  |  |             
|Property                                                   |  | 2005             |         |   | Rate        |  |       | Date     |  |  | Amortization | 
|                                                           |  |                  |         |   |             |  |       |          |  |  |              | 
|University Towers                                          |  | $                | 23,996  |   |             |  | 6.77% |          |  |  | 3/1/2008     |  |  |  | 30 Year | 
|The Reserve at Clemson                                     |  |                  | 11,810  |   |             |  | 6.63% |          |  |  | 5/1/2007     |  |  |  | 30 Year | 
|The Gables                                                 |  |                  | 4,499   |   |             |  | 5.50% |          |  |  | 11/1/2013    |  |  |  | 30 Year | 
|NorthPointe                                                |  |                  | 18,562  |   |             |  | 6.63% |          |  |  | 5/1/2007     |  |  |  | 30 Year | 
|The Pointe at S. Florida                                   |  |                  | 23,900  |   |             |  | 5.48% |          |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Pointe at Western                                      |  |                  | 21,600  |   |             |  | 5.48% |          |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Lofts                                                  |  |                  | 26,500  |   |             |  | 3.49% |          |  |  | 4/5/2007     |  |  |  | 30 Year | 
|The Reserve on Perkins/ The Commons at Knoxville           |  |                  | 32,000  |   |             |  | 5.48% |          |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Pointe at Penn State/ The Reserve at Star Pass         |  |                  | 50,740  |   |             |  | 5.48% |          |  |  | 7/7/2009     |  |  |  | 30 Year | 
|Campus Lodge                                               |  |                  | 37,313  |   |             |  | 6.97% |          |  |  | 5/1/2012     |  |  |  | 30 Year | 
|Pointe West                                                |  |                  | 11,148  |   |             |  | 4.92% |          |  |  | 8/1/2014     |  |  |  | 30 Year | 
|College Station at W. Lafayette                            |  |                  | 14,800  |   |             |  | 5.48% |          |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Commons on Kinnear                                     |  |                  | 14,700  |   |             |  | 5.48% |          |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Reserve at Frankford                                   |  |                  | 14,500  |   |             |  | 5.48% |          |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Reserve at Columbia                                    |  |                  | 19,400  |   |             |  | 5.48% |          |  |  | 7/7/2009     |  |  |  | 30 Year | 
|                                                           |  |                  |         |   |             |  |       |          |  |  |              | 
|Total debt /weighted average rate                          |  | $                | 325,468 |   |             |  | 5.67% |          |  |  |              |  |  |  |         | 
|Unamortized premium/ (discount)                            |  |                  | 2,867   |   |             |  |       |          |  |  |              |  |  |  |         | 
|                                                           |  |                  |         |   |             |  |       |          |  |  |              | 
|Total mortgage loans net of unamortized premium/(discount) |  |                  | 328,335 |   |             |  |       |          |  |  |              |  |  |  |         | 
|Less current portion of long-term debt                     |  |                  | (2,932  | ) |             |  |       |          |  |  |              |  |  |  |         | 
|                                                           |  |                  |         |   |             |  |       |          |  |  |              | 
|Total long-term debt, net of current portion               |  | $                | 325,403 |   |             |  |       |          |  |  |              |  |  |  |         | 
|                                                           |  |                  |         |   |             |  |       |          |  |  |              | 

30-year







|        |                   
|------- | ------------------
|Item 3. | Legal Proceedings.








|        |                                                         
|------- | --------------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security
    Holders.



NYSE Certifications




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##### Table of Contents



10-K





PART II







|        |                                                                                                                      
|------- | ---------------------------------------------------------------------------------------------------------------------
|Item 5. | Market for Registrants Common Equity, Related
    Stockholder Matters and Issuer Purchases of Equity
    Securities.

Market Information




|                                              |  |      |       |  |     |               |       |          |  |   |      | 
|--------------------------------------------- |  | ---- | ----- |  | --- | ------------- | ----- | -------- |  | - | ---- | 
|                                              |  |      |       |  |     | Distributions |      
|                                              |  | High |       |  | Low |               |       | Declared | 
|                                              |  |      |       |  |     |               |       |          | 
|Period from January 31 through March 31, 2005 |  | $    | 17.66 |  |     | $             | 16.00 |          |  |   |     | 
|Three months ended June 30, 2005              |  |      | 18.75 |  |     |               | 15.57 |          |  | $ | 0.19 | 
|Three months ended September 30, 2005         |  |      | 20.34 |  |     |               | 16.40 |          |  | $ | 0.30 | 
|Three months ended December 31, 2005          |  | $    | 16.63 |  |     | $             | 12.17 |          |  | $ | 0.30 | 

Initial Public Offering






| |   |                                                                                                                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | approximately $121.2 million to pay the cash portion of our
    formation transactions;                                                                                                                                                                                                                         
|
| |  | approximately $118.4 million to repay mortgage debt assumed
    in the formation transactions, including prepayment fees of
    approximately $3.7 million;                                                                                                                                                     
|
| |  | approximately $6.0 million to fund our revolving loan
    commitment to an affiliate of JPI;                                                                                                                                                                                                                    
|
| |  | approximately $1.4 million to pay loan origination fees
    relating to our $100 million revolving credit facility that
    was obtained on January 31, 2005 and amended on
    April 4, 2005;                                                                                                                  
|
| |  | approximately $59.6 million to purchase properties located
    near the University of Mississippi in February 2005, the
    University of South Carolina in March 2005, Middle Tennessee
    State University in April 2005, the University of Florida in
    June 2005, and Auburn University in July 2005; and
|
| |  | approximately $6.7 million was used for general corporate
    purposes, including payments of distributions to our
    stockholders.                                                                                                                                                                            

Recent Sales of Unregistered Securities




28



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29



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##### Table of Contents





|                                                           |  |                         |     |                     |  |                         |     |  |  |  |         | 
|---------------------------------------------------------- |  | ----------------------- | --- | ------------------- |  | ----------------------- | --- |  |  |  | ------- | 
|                                                           |  |                         |     |                     |  | Number of Securities   
|                                                           |  |                         |     |                     |  | Remaining Available for
|                                                           |  |                         |     |                     |  | Future Issuance under  
|                                                           |  | Number of Securities to |     | Weighted Average    |  | Equity Compensation    
|                                                           |  | be Issued upon Exercise |     | Exercise Price of   |  | Plans (excluding       
|                                                           |  | of Outstanding Options, |     | Outstanding Options |  | securities reflected in
|                                                           |  | Warrants and Rights     |     | Warrants and Rights |  | column (a))            
|                                                           |  |                         |     |                     |  |                        
|Equity compensation plans approved by security holders     |  |                         | N/A |                     |  |                         | N/A |  |  |  | 614,000 | 
|Equity compensation plans not approved by security holders |  |                         | N/A |                     |  |                         | N/A |  |  |  | N/A     | 
|                                                           |  |                         |     |                     |  |                         |     |  |  |  |         | 
|Total                                                      |  |                         | N/A |                     |  |                         | N/A |  |  |  | 614,000 | 
|                                                           |  |                         |     |                     |  |                         |     |  |  |  |         | 






|        |                         
|------- | ------------------------
|Item 6. | Selected Financial Data.







| |   |                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the student housing operations of Education Properties Trust,
    LLC (including the properties referred to as Northpointe, The
    Reserve at Athens, The Reserve at Clemson and Players Club)
|
| |  | the student housing operations of the properties referred to as
    the Gables, College Station and University Towers, and                                                                     
|
| |  | the third party management and development consulting service
    operations and real estate operations of Allen & OHara
    Education Services, LLC                                          



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##### Table of Contents



10-K.


STATEMENT OF OPERATIONS DATA


|                                                                       |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |       |        |        |   |       |        |        | 
|---------------------------------------------------------------------- | ------------------------------------------- | ------------------------ | ------- | ------ | ----------- | - | ----- | ------ | ------ | - | ----- | ------ | ------ | ---- | ----- | ------ | ------ | - | ----- | ------ | ------ | 
|                                                                       |                                             | Education Realty         |         |        | EDR         |  
|                                                                       |                                             | Trust Inc.               |         |        | Predecessor |  
|                                                                       |                                             |                          |         |        |             |  
|                                                                       |                                             | Year Ended December 31,  |        
|                                                                       |                                             |                          |        
|                                                                       |                                             | 2005                     |         |        | 2004        |   |       | 2003   |        |   | 2002  |        |        | 2001 |      
|                                                                       |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |      
|                                                                       |                                             | (In thousands)           |        
|Revenues:                                                              |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |       |        |        |   |       |       
|                                                                       | Student housing leasing revenue             |                          | $       | 75,877 |             |   | $     | 17,896 |        |   | $     | 17,095 |        |      | $     | 19,139 |        |   | $     | 13,084 |       
|                                                                       | Student housing food service revenue        |                          |         | 3,491  |             |   |       | 3,137  |        |   |       | 2,879  |        |      |       |        |        |   |       |        |       
|                                                                       | Third-party development consulting services |                          |         | 1,759  |             |   |       | 392    |        |   |       | 691    |        |      |       | 1,444  |        |   |       | 305    |       
|                                                                       | Third-party management revenue              |                          |         | 1,968  |             |   |       | 1,326  |        |   |       | 1,026  |        |      |       | 784    |        |   |       | 767    |       
|                                                                       | Operating expense reimbursements            |                          |         | 6,694  |             |   |       | 5,223  |        |   |       | 4,438  |        |      |       | 3,345  |        |   |       | 2,947  |       
|                                                                       |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |      
|                                                                       |                                             | Total revenues           |         |        | 89,789      |   |       |        | 27,974 |   |       |        | 26,129 |      |       |        | 24,712 |   |       |        | 17,103 | 
|                                                                       |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |      
|Operating expenses:                                                    |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |       |        |        |   |       |       
|                                                                       | Student housing leasing operations          |                          |         | 37,794 |             |   |       | 7,645  |        |   |       | 7,408  |        |      |       | 9,212  |        |   |       | 6,282  |       
|                                                                       | Student housing food service operations     |                          |         | 3,275  |             |   |       | 2,899  |        |   |       | 2,645  |        |      |       |        |        |   |       |        |       
|                                                                       | Reimbursable operating expenses             |                          |         | 6,694  |             |   |       | 5,223  |        |   |       | 4,438  |        |      |       | 3,345  |        |   |       | 2,947  |       
|                                                                       | General and administrative                  |                          |         | 12,549 |             |   |       | 3,545  |        |   |       | 3,425  |        |      |       | 3,242  |        |   |       | 2,111  |       
|                                                                       | Depreciation and amortization               |                          |         | 28,168 |             |   |       | 3,120  |        |   |       | 3,061  |        |      |       | 3,324  |        |   |       | 1,336  |       
|                                                                       |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |      
|                                                                       |                                             | Total operating expenses |         |        | 89,480      |   |       |        | 22,432 |   |       |        | 20,977 |      |       |        | 19,123 |   |       |        | 12,676 | 
|                                                                       |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |      
|Operating income (loss)                                                |                                             |                          | 309     |        |             |   | 5,542 |        |        |   | 5,152 |        |        |      | 5,589 |        |        |   | 4,427 |       
|Nonoperating expense                                                   |                                             |                          | 17,266  |        |             |   | 5,786 |        |        |   | 5,771 |        |        |      | 5,715 |        |        |   | 3,436 |       
|                                                                       |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |      
|Income (loss) before equity in earnings of unconsolidated
    entities |                                             |                          | (16,957 | )      |             |   | (244  | )      |        |   | (619  | )      |        |      | (126  | )      |        |   | 991   |       
|Equity in earnings of unconsolidated entities                          |                                             |                          | 880     |        |             |   | 1,002 |        |        |   | 629   |        |        |      | 128   |        |        |   | 263   |       
|                                                                       |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |      
|Net income (loss) before income taxes and minority
    interest        |                                             |                          | (16,077 | )      |             |   | 758   |        |        |   | 10    |        |        |      | 2     |        |        |   | 1,254 |       
|Taxes                                                                  |                                             |                          | 497     |        |             |   |       |        |        |   |       |        |        |      |       |        |        |   |       |       
|                                                                       |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |      
|Income (loss) before minority interest                                 |                                             |                          | (16,574 | )      |             |   | 758   |        |        |   | 10    |        |        |      | 2     |        |        |   | 1,254 |       
|Minority interest                                                      |                                             |                          | (1,040  | )      |             |   |       |        |        |   |       |        |        |      |       |        |        |   |       |       
|                                                                       |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |      
|Net income (loss)                                                      |                                             | $                        | (15,534 | )      |             | $ | 758   |        |        | $ | 10    |        |        | $    | 2     |        |        | $ | 1,254 |       
|                                                                       |                                             |                          |         |        |             |   |       |        |        |   |       |        |        |      |      

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BALANCE SHEET DATA


|                             |                                 |                    |         |         |                 |   |        |        |  |   |        |        |  |      |        |        |  |   |        |        |  
|---------------------------- | ------------------------------- | ------------------ | ------- | ------- | --------------- | - | ------ | ------ |  | - | ------ | ------ |  | ---- | ------ | ------ |  | - | ------ | ------ | -
|                             |                                 | As of December 31, |        
|                             |                                 |                    |        
|                             |                                 | Education Realty   |         |         |                
|                             |                                 | Trust, Inc.        |         |         | EDR Predecessor |  
|                             |                                 |                    |         |         |                 |  
|                             |                                 | 2005               |         |         | 2004            |   |        | 2003   |  |   | 2002   |        |  | 2001 |       
|                             |                                 |                    |         |         |                 |   |        |        |  |   |        |        |  |      |       
|                             |                                 | (In thousands)     |        
|Assets:                      |                                 |                    |         |         |                 |   |        |        |  |   |        |        |  |      |        |        |  |   |        |       
|                             | Student housing properties, net |                    | $       | 620,305 |                 |   | $      | 83,785 |  |   | $      | 86,388 |  |      | $      | 88,900 |  |   | $      | 49,357 |  
|                             | Other assets, net               |                    |         | 83,744  |                 |   |        | 5,089  |  |   |        | 5,536  |  |      |        | 5,315  |  |   |        | 4,884  |  
|                             |                                 |                    |         |         |                 |   |        |        |  |   |        |        |  |      |       
|Total assets                 |                                 | $                  | 704,049 |         |                 | $ | 88,874 |        |  | $ | 91,924 |        |  | $    | 94,215 |        |  | $ | 54,241 |       
|                             |                                 |                    |         |         |                 |   |        |        |  |   |        |        |  |      |       
|                            
|Liabilities and equity:      |                                 |                    |         |         |                 |   |        |        |  |   |        |        |  |      |        |        |  |   |        |       
|                             | Mortgage notes payable          |                    | $       | 328,335 |                 |   | $      | 81,111 |  |   | $      | 82,204 |  |      | $      | 82,959 |  |   | $      | 52,150 |  
|                             | Other liabilities               |                    |         | 17,255  |                 |   |        | 5,974  |  |   |        | 7,225  |  |      |        | 5,798  |  |   |        | 4,771  |  
|                             |                                 |                    |         |         |                 |   |        |        |  |   |        |        |  |      |       
|Total liabilities            |                                 |                    | 345,590 |         |                 |   | 87,085 |        |  |   | 89,429 |        |  |      | 88,757 |        |  |   | 56,921 |       
|                             | Minority interest               |                    |         | 27,926  |                 |   |        |       |  |   |        |       |  |      |        |       |  |   |        |       |  
|                             | Equity (deficit)                |                    |         | 330,533 |                 |   |        | 1,789  |  |   |        | 2,495  |  |      |        | 5,458  |  |   |        | (2,680 | )
|                             |                                 |                    |         |         |                 |   |        |        |  |   |        |        |  |      |       
|Total liabilities and equity |                                 | $                  | 704,049 |         |                 | $ | 88,874 |        |  | $ | 91,924 |        |  | $    | 94,215 |        |  | $ | 54,241 |       
|                             |                                 |                    |         |         |                 |   |        |        |  |   |        |        |  |      |       

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OTHER DATA (UNAUDITED)


|                                  |                                                                                      |                                                     |   |          |                 |  |   |        |   |  |      |        |   |      |   |         |   |  |   |         |  
|--------------------------------- | ------------------------------------------------------------------------------------ | --------------------------------------------------- | - | -------- | --------------- |  | - | ------ | - |  | ---- | ------ | - | ---- | - | ------- | - |  | - | ------- | -
|                                  |                                                                                      | As of December 31,                                  |  
|                                  |                                                                                      |                                                     |  
|                                  |                                                                                      | Education Realty                                    |   |          |                
|                                  |                                                                                      | Trust, Inc.                                         |   |          | EDR Predecessor | 
|                                  |                                                                                      |                                                     |   |          |                 | 
|                                  |                                                                                      | 2005                                                |   |          | 2004            |  |   | 2003   |   |  | 2002 |        |   | 2001 |  
|                                  |                                                                                      |                                                     |   |          |                 |  |   |        |   |  |      |        |   |      |  
|                                  |                                                                                      | (In thousands except selected property information) |  
|Funds from operations (FFO)(1):   |                                                                                      |                                                     |   |          |                 |  |   |        |   |  |      |        |   |      |   |         |   |  |   |        
|                                  | Net income (loss)                                                                    |                                                     | $ | (15,534  | )               |  | $ | 758    |   |  | $    | 10     |   |      | $ | 2       |   |  | $ | 1,254   |  
|                                  | Plus student housing property depreciation and amortization of
    lease intangibles |                                                     |   | 28,896   |                 |  |   | 3,120  |   |  |      | 3,061  |   |      |   | 3,324   |   |  |   | 1,336   |  
|                                  |                                                                                      |                                                     |   |          |                 |  |   |        |   |  |      |        |   |      |  
|                                  | Funds from operations                                                                |                                                     | $ | 13,362   |                 |  | $ | 3,878  |   |  | $    | 3,071  |   |      | $ | 3,326   |   |  | $ | 2,590   |  
|                                  |                                                                                      |                                                     |   |          |                 |  |   |        |   |  |      |        |   |      |  
|Cash flow information:            |                                                                                      |                                                     |   |          |                 |  |   |        |   |  |      |        |   |      |   |         |   |  |   |        
|                                  | Net cash provided by operations                                                      |                                                     | $ | 18,373   |                 |  | $ | 3,068  |   |  | $    | 4,309  |   |      | $ | 3,992   |   |  | $ | 2,807   |  
|                                  | Net cash used in investing                                                           |                                                     |   | (200,157 | )               |  |   | (181   | ) |  |      | (925   | ) |      |   | (42,982 | ) |  |   | (25,939 | )
|                                  | Net cash provided by (used in) financing                                             |                                                     |   | 243,445  |                 |  |   | (2,480 | ) |  |      | (3,658 | ) |      |   | 38,951  |   |  |   | 23,296  |  
|Per share and distribution data:  |                                                                                      |                                                     |   |          |                 |  |   |        |   |  |      |        |   |      |   |         |   |  |   |        
|                                  | Net loss per share basic and diluted                                                 |                                                     | $ | (.67     | )               |  | $ | (2,220 | ) |  |      |       |   |      |   |        |   |  |   |        |  
|                                  | Cash distributions declared per share/unit                                           |                                                     |   | .79      |                 |  |   |       |   |  |      |       |   |      |   |        |   |  |   |        |  
|                                  | Cash distribution declared                                                           |                                                     |   | 18,721   |                 |  |   |       |   |  |      |       |   |      |   |        |   |  |   |        |  
|Selected property information(2): |                                                                                      |                                                     |   |          |                 |  |   |        |   |  |      |        |   |      |   |         |   |  |   |        
|                                  | Units                                                                                |                                                     |   | 6,186    |                 |  |   | 1,146  |   |  |      | 1,146  |   |      |   | 1,146   |   |  |   | 669     |  
|                                  | Beds                                                                                 |                                                     |   | 19,501   |                 |  |   | 3,896  |   |  |      | 3,896  |   |      |   | 3,896   |   |  |   | 2,394   |  
|                                  | Occupancy(3)                                                                         |                                                     |   | 92.2     | %               |  |   | 89.2   | % |  |      | 85.1   | % |      |   | 87.6    | % |  |   | 87.8    | %
|                                  | Revenue per available bed(4)                                                         |                                                     | $ | 366      |                 |  | $ | 421    |   |  | $    | 406    |   |      | $ | 400     |   |  | $ | 465     |  






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | As defined by the National Association of Real Estate Investment
    Trusts (NAREIT), FFO represents net income (loss)
    (computed in accordance with GAAP), excluding gains (or losses)
    from sales of property, plus real estate-related depreciation
    and amortization and after adjustments for unconsolidated
    partnerships and joint ventures. Adjustments for unconsolidated
    partnerships and joint ventures will be calculated to reflect
    funds from operations on the same basis. We present FFO because
    we consider it an important supplemental measure of our
    operating performance and believe it is frequently used by
    securities analysts, investors and other interested parties in
    the evaluation of REITs, many of which present FFO when
    reporting their results. FFO is intended to exclude GAAP
    historical cost depreciation and amortization of real estate and
    related assets, which assumes that the value of real estate
    diminishes ratably over time. Historically, however, real estate
    values have risen or fallen with market conditions. Because FFO
    excludes depreciation and amortization unique to real estate,
    gains and losses from property dispositions and extraordinary
    items, it provides a performance measure that, when compared
    year over year, reflects the impact to operations from trends in
    occupancy rates, rental rates, operating costs, development
    activities and interest costs, providing perspective not
    immediately apparent from net income.
|   
|(2) | The selected property information represents all 26 owned
    properties for 2005. The 2004 data represents the seven
    properties owned by the EDR Predecessor, which are NorthPointe,
    The Reserve at Athens, The Reserve at Clemson, Players Club, The
    Gables, College Station and University Towers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(3) | Average of the month-end occupancy rates for rolling
    twelve-month period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(4) | Revenue per available bed is equal to the total twelve-month
    rolling revenue divided by the sum of the design beds (including
    staff and model beds) at the property each month. 2005 Revenue
    per available bed is equal to revenue for the eleven months
    ended December 31, 2005 divided by the sum of the available
    beds for each of the eleven months then ended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|        |                                                                                           
|------- | ------------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis of Financial
    Condition and Results of Operations.

The following discussion should be read in conjunction with
the financial statements and notes thereto appearing elsewhere
in this report. Where appropriate, the following discussion
includes analysis of the effects of our Offering and the
formation transactions. We make statements in this section that
are forward-looking statements, see the section of this
Form 10-K report
entitled Forward-Looking Statements. Certain risk
factors may cause our actual results, performance or
achievements to differ materially from those expressed or
implied by the following discussion. For a discussion of such
risk factors, see the sections of this
Form 10-K report
entitled Risk Factors and Forward-Looking
Statements. All dollar amounts in this discussion, except
for per share data and operating statistics, are in
thousands.


Overview












| |                      
| | ---------------------
| | Our Business Segments





| |                        
| | -----------------------
| | Student Housing Leasing





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| |                                
| | -------------------------------
| | Third-Party Management Services





| |                                            
| | -------------------------------------------
| | Third-Party Development Consulting Services





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| |                   
| | ------------------
| | Trends and Outlook



| |                    
| | -------------------
| | Rents and Occupancy





| |                                                                          
| | -------------------------------------------------------------------------
| | Integration Costs Related to the Acquisition of Additional
    Properties





| |                                 
| | --------------------------------
| | General and Administrative Costs





| |                             
| | ----------------------------
| | Critical Accounting Policies



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| |                                            
| | -------------------------------------------
| | Student Housing Leasing Revenue Recognition







| |                                                                                
| | -------------------------------------------------------------------------------
| | Revenue and Cost Recognition of Third-Party Development
    Consulting Services







| |                                      
| | -------------------------------------
| | Student Housing Property Acquisitions



Business Combinations


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| |                        
| | -----------------------
| | Repairs and Maintenance





| |                               
| | ------------------------------
| | Long Lived Assets  Impairment



Results of Operations




| |                                                                      
| | ---------------------------------------------------------------------
| | Comparison of years ended December 31, 2005 and
    December 31, 2004



|          |                                             |                                 |   |             |                              |  |   |             |  |  |             |       |         |       |   |             |         |  |             |          |  |  |          |        |  |             |   |     |       |  |   |       |  |  |   |       |   |  |   |        | 
|--------- | ------------------------------------------- | ------------------------------- | - | ----------- | ---------------------------- |  | - | ----------- |  |  | ----------- | ----- | ------- | ----- | - | ----------- | ------- |  | ----------- | -------- |  |  | -------- | ------ |  | ----------- | - | --- | ----- |  | - | ----- |  |  | - | ----- | - |  | - | ------ | 
|          |                                             | Year Ended December 31, 2005(1) |   |             | Year Ended December 31, 2004 | 
|          |                                             |                                 |   |             |                              | 
|          |                                             |                                 |   | Third-Party |                              |  |   |             |  |  | Third-Party |       |         |      
|          |                                             | Student                         |   |             | Development                  |  |   | Third-Party |  |  |             |       | Student |       |   | Development |         |  | Third-Party |          |  | 
|          |                                             | Housing                         |   |             | Consulting                   |  |   | Management  |  |  |             |       | Housing |       |   | Consulting  |         |  | Management  |          |  | 
|          |                                             | Leasing                         |   |             | Services                     |  |   | Services    |  |  | Adjustments |       |         | Total |   |             | Leasing |  |             | Services |  |  | Services |        |  | Adjustments |   |     | Total | 
|          |                                             |                                 |   |             |                              |  |   |             |  |  |             |       |         |       |   |             |         |  |             |          |  |  |          |        |  |             |   |     |       | 
|          |                                             | (In thousands)                  |  
|Revenues: |                                             |                                 |   |             |                              |  |   |             |  |  |             |       |         |       |   |             |         |  |             |          |  |  |          |        |  |             |   |     |       |  |   |       |  |  |   |       |   |  |   |       
|          | Student housing leasing revenue             |                                 | $ | 75,877      |                              |  | $ |            |  |  | $           |      |         |       | $ |            |         |  | $           | 75,877   |  |  | $        | 17,896 |  |             | $ |    |       |  | $ |      |  |  | $ |      |   |  | $ | 17,896 | 
|          | Student housing food service revenue        |                                 |   | 3,491       |                              |  |   |            |  |  |             |      |         |       |   |            |         |  |             | 3,491    |  |  |          | 3,137  |  |             |   |    |       |  |   |      |  |  |   |      |   |  |   | 3,137  | 
|          | Third-party development consulting services |                                 |   |            |                              |  |   | 1,759       |  |  |             |      |         |       |   |            |         |  |             | 1,759    |  |  |          |       |  |             |   | 392 |       |  |   |      |  |  |   |      |   |  |   | 392    | 
|          | Third-party management revenue              |                                 |   |            |                              |  |   |            |  |  |             | 1,968 |         |       |   |            |         |  |             | 1,968    |  |  |          |       |  |             |   |    |       |  |   | 1,326 |  |  |   |      |   |  |   | 1,326  | 
|          | Intersegment revenues                       |                                 |   |            |                              |  |   |            |  |  |             | 2,644 |         |       |   | (2,644      | )       |  |             |         |  |  |          |       |  |             |   |    |       |  |   | 973   |  |  |   | (973  | ) |  |   |       | 
|          | Operating expense reimbursements            |                                 |   |            |                              |  |   |            |  |  |             |      |         |       |   | 6,694       |         |  |             | 6,694    |  |  |          |       |  |             |   |    |       |  |   |      |  |  |   | 5,223 |   |  |   | 5,223  | 
|          |                                             |                                 |   |             |                              |  |   |             |  |  |             |       |         |       |   |             |         |  |             |          |  |  |          |        |  |             |   |     |       | 
|          | Total revenues                              |                                 |   | 79,368      |                              |  |   | 1,759       |  |  |             | 4,612 |         |       |   | 4,050       |         |  |             | 89,789   |  |  |          | 21,033 |  |             |   | 392 |       |  |   | 2,299 |  |  |   | 4,250 |   |  |   | 27,974 | 

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|                                                                                                           |                                         |                                 |         |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |       |  |             |       |       |       |   |       |       |  |   |       |       |   |   |        |       | 
|---------------------------------------------------------------------------------------------------------- | --------------------------------------- | ------------------------------- | ------- | ----------- | ---------------------------- | - | ----- | ----------- |  | - | ----------- | ----- | ------- | ----- | ----- | ----------- | ------- | - | ----------- | -------- |  | - | -------- | ----- |  | ----------- | ----- | ----- | ----- | - | ----- | ----- |  | - | ----- | ----- | - | - | ------ | ----- | 
|                                                                                                           |                                         | Year Ended December 31, 2005(1) |         |             | Year Ended December 31, 2004 |  
|                                                                                                           |                                         |                                 |         |             |                              |  
|                                                                                                           |                                         |                                 |         | Third-Party |                              |   |       |             |  |   | Third-Party |       |         |      
|                                                                                                           |                                         | Student                         |         |             | Development                  |   |       | Third-Party |  |   |             |       | Student |       |       | Development |         |   | Third-Party |          |  |  
|                                                                                                           |                                         | Housing                         |         |             | Consulting                   |   |       | Management  |  |   |             |       | Housing |       |       | Consulting  |         |   | Management  |          |  |  
|                                                                                                           |                                         | Leasing                         |         |             | Services                     |   |       | Services    |  |   | Adjustments |       |         | Total |       |             | Leasing |   |             | Services |  |   | Services |       |  | Adjustments |       |       | Total |  
|                                                                                                           |                                         |                                 |         |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |       |  |             |       |       |       |  
|                                                                                                           |                                         | (In thousands)                  |        
|Operating expenses:                                                                                        |                                         |                                 |         |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |       |  |             |       |       |       |   |       |       |  |   |       |       |   |   |        |      
|                                                                                                           | Student housing leasing operations      |                                 |         | 37,794      |                              |   |       |            |  |   |             |      |         |       |       |            |         |   |             | 37,794   |  |   |          | 7,645 |  |             |       |      |       |   |       |      |  |   |       |      |   |   |        | 7,645 | 
|                                                                                                           | Student housing food service operations |                                 |         | 3,275       |                              |   |       |            |  |   |             |      |         |       |       |            |         |   |             | 3,275    |  |   |          | 2,899 |  |             |       |      |       |   |       |      |  |   |       |      |   |   |        | 2,899 | 
|                                                                                                           | General and administrative              |                                 |         |            |                              |   |       | 2,245       |  |   |             | 3,969 |         |       |       |            |         |   |             | 6,214    |  |   |          |      |  |             |       | 1,329 |       |   |       | 2,216 |  |   |       |      |   |   |        | 3,545 | 
|                                                                                                           | Intersegment expenses                   |                                 |         | 2,644       |                              |   |       |            |  |   |             |      |         |       |       | (2,644      | )       |   |             |         |  |   |          | 973   |  |             |       |      |       |   |       |      |  |   |       | (973  | ) |   |        |      | 
|                                                                                                           | Reimbursable operating expenses         |                                 |         |            |                              |   |       |            |  |   |             |      |         |       |       | 6,694       |         |   |             | 6,694    |  |   |          |      |  |             |       |      |       |   |       |      |  |   |       | 5,223 |   |   |        | 5,223 | 
|                                                                                                           |                                         |                                 |         |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |       |  |             |       |       |       |  
|Total operating expenses                                                                                   |                                         |                                 | 43,713  |             |                              |   | 2,245 |             |  |   | 3,969       |       |         |       | 4,050 |             |         |   | 53,977      |          |  |   | 11,517   |       |  |             | 1,329 |       |       |   | 2,216 |       |  |   | 4,250 |       |   |   | 19,312 |      
|                                                                                                           |                                         |                                 |         |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |       |  |             |       |       |       |  
|Net operating income (loss)                                                                                |                                         |                                 | 35,655  |             |                              |   | (486  | )           |  |   | 643         |       |         |       |      |             |         |   | 35,812      |          |  |   | 9,516    |       |  |             | (937  | )     |       |   | 83    |       |  |   |      |       |   |   | 8,662  |      
|Nonoperating expenses(2)                                                                                   |                                         |                                 | 46,578  |             |                              |   | (6    | )           |  |   |            |       |         |       |      |             |         |   | 46,572      |          |  |   | 8,906    |       |  |             |      |       |       |   |      |       |  |   |      |       |   |   | 8,906  |      
|                                                                                                           |                                         |                                 |         |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |       |  |             |       |       |       |  
|Income (loss) before equity in earnings of unconsolidated
    entities, income taxes and minority interest |                                         |                                 | (10,923 | )           |                              |   | (480  | )           |  |   | 643         |       |         |       |      |             |         |   | (10,760     | )        |  |   | 610      |       |  |             | (937  | )     |       |   | 83    |       |  |   |      |       |   |   | (244   | )    
|Equity in earnings of unconsolidated entities                                                              |                                         |                                 |        |             |                              |   | 880   |             |  |   |            |       |         |       |      |             |         |   | 880         |          |  |   |         |       |  |             | 1,002 |       |       |   |      |       |  |   |      |       |   |   | 1,002  |      
|                                                                                                           |                                         |                                 |         |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |       |  |             |       |       |       |  
|Income (loss) before taxes and minority interest(3)                                                        |                                         | $                               | (10,923 | )           |                              | $ | 400   |             |  | $ | 643         |       |         | $     |      |             |         | $ | (9,880      | )        |  | $ | 610      |       |  | $           | 65    |       |       | $ | 83    |       |  | $ |      |       |   | $ | 758    |      
|                                                                                                           |                                         |                                 |         |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |       |  |             |       |       |       |  






|    |                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The information presented for the year ended December 31,
    2005 represents the combined results of operations for Education
    Realty Trust, Inc. (post Offering) and the EDR Predecessor (pre
    Offering).             
|   
|(2) | Non operating expenses include interest expense, interest income
    and exit fees on early payment of debt, amortization of deferred
    financing costs, depreciation, and amortization of intangibles.                     
|   
|(3) | The following is a reconciliation of the reportable
    segments net income (loss) before income taxes and
    minority interest to the Trusts consolidated net income
    (loss) before income taxes and minority interest:

|                                                                                 |                                                             |      |        |         |      |   |     |     | 
|-------------------------------------------------------------------------------- | ----------------------------------------------------------- | ---- | ------ | ------- | ---- | - | --- | --- | 
|                                                                                 |                                                             | 2005 |        |         | 2004 |  
|                                                                                 |                                                             |      |        |         |      |  
|Net income (loss) before taxes and minority interest for
    reportable segments |                                                             | $    | (9,880 | )       |      | $ | 758 |    
|Unallocated corporate amounts:                                                   |                                                             |      |        |         |      |   |     |    
|                                                                                 | Noncash compensation charge for PIUs and restricted stock  |      |        | (4,679  | )    |   |     |    | 
|                                                                                 | Other corporate expenses                                    |      |        | (1,518  | )    |   |     |    | 
|                                                                                 |                                                             |      |        |         |      |  
|                                                                                 | Net income (loss) before income taxes and minority interest |      | $      | (16,077 | )    |   | $   | 758 | 
|                                                                                 |                                                             |      |        |         |      |  



| |                        
| | -----------------------
| | Student housing leasing

04-05


39



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|                                              |  |              |       |  |                |   |         |              |  |  |                |   |  |   |     | 
|--------------------------------------------- |  | ------------ | ----- |  | -------------- | - | ------- | ------------ |  |  | -------------- | - |  | - | --- | 
|                                              |  | Average      |       |  |                |   | Average |              |  | 
|                                              |  | Occupancy    |       |  | Average RevPAB |   |         | Occupancy    |  |  | Average RevPAB |  
|                                              |  | December 31, |       |  | December 31,   |   |         | December 31, |  |  | December 31,   |  
|                                              |  | 2005         |       |  | 2005           |   |         | 2004         |  |  | 2004           |  
|                                              |  |              |       |  |                |   |         |              |  |  |                |  
|EDR Predecessor (excluding University Towers) |  |              | 93.3% |  |                | $ | 320     |              |  |  | 93.5           | % |  | $ | 348 | 
|University Towers                             |  |              | 73.1% |  |                | $ | 436     |              |  |  | 75.9           | % |  | $ | 488 | 
|Total EDR Predecessor                         |  |              | 92.2% |  |                | $ | 348     |              |  |  | 89.2           | % |  | $ | 383 | 
|JPI Portfolio(1)                              |  |              | 93.8% |  |                | $ | 369     |              |  |  |               |   |  |   |    | 
|New Acquisitions(1)                           |  |              | 92.9% |  |                | $ | 372     |              |  |  |               |   |  |   |    | 
|Total EDR Owned                               |  |              | 92.2% |  |                | $ | 365     |              |  |  | 89.2           | % |  | $ | 383 | 






|    |                                                
|--- | -----------------------------------------------
|(1) | Properties were not owned as December 31, 2004.





| |                                            
| | -------------------------------------------
| | Third-party development consulting services







40



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##### Table of Contents





| |                                
| | -------------------------------
| | Third-party management services







| |                      
| | ---------------------
| | Nonoperating expenses



41



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##### Table of Contents





| |                                                                      
| | ---------------------------------------------------------------------
| | Comparison of years ended December 31, 2004 and
    December 31, 2003



|                                                                                                           |                                             |                                 |        |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |        |  |             |       |       |       |   |       |       |  |   |       |       |   |   |        |        | 
|---------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------- | ------ | ----------- | ---------------------------- | - | ----- | ----------- |  | - | ----------- | ----- | ------- | ----- | ----- | ----------- | ------- | - | ----------- | -------- |  | - | -------- | ------ |  | ----------- | ----- | ----- | ----- | - | ----- | ----- |  | - | ----- | ----- | - | - | ------ | ------ | 
|                                                                                                           |                                             | Year Ended December 31, 2004(1) |        |             | Year Ended December 31, 2003 |  
|                                                                                                           |                                             |                                 |        |             |                              |  
|                                                                                                           |                                             |                                 |        | Third-Party |                              |   |       |             |  |   | Third-Party |       |         |      
|                                                                                                           |                                             | Student                         |        |             | Development                  |   |       | Third-Party |  |   |             |       | Student |       |       | Development |         |   | Third-Party |          |  |  
|                                                                                                           |                                             | Housing                         |        |             | Consulting                   |   |       | Management  |  |   |             |       | Housing |       |       | Consulting  |         |   | Management  |          |  |  
|                                                                                                           |                                             | Leasing                         |        |             | Services                     |   |       | Services    |  |   | Adjustments |       |         | Total |       |             | Leasing |   |             | Services |  |   | Services |        |  | Adjustments |       |       | Total |  
|                                                                                                           |                                             |                                 |        |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |        |  |             |       |       |       |  
|                                                                                                           |                                             | (In thousands)                  |       
|Revenues:                                                                                                  |                                             |                                 |        |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |        |  |             |       |       |       |   |       |       |  |   |       |       |   |   |        |       
|                                                                                                           | Student housing leasing revenue             |                                 | $      | 17,896      |                              |   | $     |            |  |   | $           |      |         |       | $     |            |         |   | $           | 17,896   |  |   | $        | 17,095 |  |             | $     |      |       |   | $     |      |  |   | $     |      |   |   | $      | 17,095 | 
|                                                                                                           | Student housing food service revenue        |                                 |        | 3,137       |                              |   |       |            |  |   |             |      |         |       |       |            |         |   |             | 3,137    |  |   |          | 2,879  |  |             |       |      |       |   |       |      |  |   |       |      |   |   |        | 2,879  | 
|                                                                                                           | Third-party development consulting services |                                 |        |            |                              |   |       | 392         |  |   |             |      |         |       |       |            |         |   |             | 392      |  |   |          |       |  |             |       | 691   |       |   |       |      |  |   |       |      |   |   |        | 691    | 
|                                                                                                           | Third-party management revenue              |                                 |        |            |                              |   |       |            |  |   |             | 1,326 |         |       |       |            |         |   |             | 1,326    |  |   |          |       |  |             |       |      |       |   |       | 1,026 |  |   |       |      |   |   |        | 1,026  | 
|                                                                                                           | Intersegment revenues                       |                                 |        |            |                              |   |       |            |  |   |             | 973   |         |       |       | (973        | )       |   |             |         |  |   |          |       |  |             |       |      |       |   |       | 959   |  |   |       | (959  | ) |   |        |       | 
|                                                                                                           | Operating expense reimbursements            |                                 |        |            |                              |   |       |            |  |   |             |      |         |       |       | 5,223       |         |   |             | 5,223    |  |   |          |       |  |             |       |      |       |   |       |      |  |   |       | 4,438 |   |   |        | 4,438  | 
|                                                                                                           |                                             |                                 |        |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |        |  |             |       |       |       |  
|                                                                                                           | Total revenues                              |                                 |        | 21,033      |                              |   |       | 392         |  |   |             | 2,299 |         |       |       | 4,250       |         |   |             | 27,974   |  |   |          | 19,974 |  |             |       | 691   |       |   |       | 1,985 |  |   |       | 3,479 |   |   |        | 26,129 | 
|Operating Expenses:                                                                                        |                                             |                                 |        |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |        |  |             |       |       |       |   |       |       |  |   |       |       |   |   |        |       
|                                                                                                           | Student housing leasing operations          |                                 |        | 7,645       |                              |   |       |            |  |   |             |      |         |       |       |            |         |   |             | 7,645    |  |   |          | 7,559  |  |             |       |      |       |   |       |      |  |   |       |      |   |   |        | 7,559  | 
|                                                                                                           | Student housing food service operations     |                                 |        | 2,899       |                              |   |       |            |  |   |             |      |         |       |       |            |         |   |             | 2,899    |  |   |          | 2,645  |  |             |       |      |       |   |       |      |  |   |       |      |   |   |        | 2,645  | 
|                                                                                                           | General and administrative                  |                                 |        |            |                              |   |       | 1,329       |  |   |             | 2,216 |         |       |       |            |         |   |             | 3,545    |  |   |          |       |  |             |       | 1,245 |       |   |       | 2,029 |  |   |       |      |   |   |        | 3,274  | 
|                                                                                                           | Intersegment expenses                       |                                 |        | 973         |                              |   |       |            |  |   |             |      |         |       |       | (973        | )       |   |             |         |  |   |          | 959    |  |             |       |      |       |   |       |      |  |   |       | (959  | ) |   |        |       | 
|                                                                                                           | Reimbursable operating expenses             |                                 |        |            |                              |   |       |            |  |   |             |      |         |       |       | 5,223       |         |   |             | 5,223    |  |   |          |       |  |             |       |      |       |   |       |      |  |   |       | 4,438 |   |   |        | 4,438  | 
|                                                                                                           |                                             |                                 |        |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |        |  |             |       |       |       |  
|Total operating expenses                                                                                   |                                             |                                 | 11,517 |             |                              |   | 1,329 |             |  |   | 2,216       |       |         |       | 4,250 |             |         |   | 19,312      |          |  |   | 11,163   |        |  |             | 1,245 |       |       |   | 2,029 |       |  |   | 3,479 |       |   |   | 17,916 |       
|                                                                                                           |                                             |                                 |        |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |        |  |             |       |       |       |  
|Net operating income (loss)                                                                                |                                             |                                 | 9,516  |             |                              |   | (937  | )           |  |   | 83          |       |         |       |      |             |         |   | 8,662       |          |  |   | 8,811    |        |  |             | (554  | )     |       |   | (44   | )     |  |   |      |       |   |   | 8,213  |       
|Nonoperating expenses                                                                                      |                                             |                                 | 8,906  |             |                              |   |      |             |  |   |            |       |         |       |      |             |         |   | 8,906       |          |  |   | 8,832    |        |  |             |      |       |       |   |      |       |  |   |      |       |   |   | 8,832  |       
|                                                                                                           |                                             |                                 |        |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |        |  |             |       |       |       |  
|Income (loss) before equity in earnings of unconsolidated
    entities, income taxes and minority interest |                                             |                                 | 610    |             |                              |   | (937  | )           |  |   | 83          |       |         |       |      |             |         |   | (244        | )        |  |   | (21      | )      |  |             | (554  | )     |       |   | (44   | )     |  |   |      |       |   |   | (619   | )     
|Equity in earnings of unconsolidated entities                                                              |                                             |                                 |       |             |                              |   | 1,002 |             |  |   |            |       |         |       |      |             |         |   | 1,002       |          |  |   |         |        |  |             | 629   |       |       |   |      |       |  |   |      |       |   |   | 629    |       
|                                                                                                           |                                             |                                 |        |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |        |  |             |       |       |       |  
|Income (loss) before taxes and minority interest                                                           |                                             | $                               | 610    |             |                              | $ | 65    |             |  | $ | 83          |       |         | $     |      |             |         | $ | 758         |          |  | $ | (21      | )      |  | $           | 75    |       |       | $ | (44   | )     |  | $ |      |       |   | $ | 10     |       
|                                                                                                           |                                             |                                 |        |             |                              |   |       |             |  |   |             |       |         |       |       |             |         |   |             |          |  |   |          |        |  |             |       |       |       |  



| |                        
| | -----------------------
| | Student housing leasing





42



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| |                                            
| | -------------------------------------------
| | Third-party development consulting services





| |                                
| | -------------------------------
| | Third-party management services





| |                           
| | --------------------------
| | General and administrative



Liquidity and Capital Resources




| |                                           
| | ------------------------------------------
| | Liquidity outlook and capital requirements









43



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##### Table of Contents





| |                     
| | --------------------
| | Capital expenditures



|                                     |  |                               |           |  |      |   |         |      |  |   |         | 
|------------------------------------ |  | ----------------------------- | --------- |  | ---- | - | ------- | ---- |  | - | ------- | 
|                                     |  | As of and for the Years Ended |          
|                                     |  | December 31,                  |          
|                                     |  |                               |          
|                                     |  | 2005                          |           |  | 2004 |   |         | 2003 | 
|                                     |  |                               |           |  |      |   |         |      | 
|Total units                          |  |                               | 5,935     |  |      |   | 895     |      |  |   | 895     | 
|Total beds                           |  |                               | 18,548    |  |      |   | 2,943   |      |  |   | 2,943   | 
|Total recurring capital expenditures |  | $                             | 1,637,810 |  |      | $ | 166,363 |      |  | $ | 184,913 | 
|Average per unit                     |  | $                             | 275.96    |  |      | $ | 185.88  |      |  | $ | 206.61  | 
|Average per bed                      |  | $                             | 88.30     |  |      | $ | 56.53   |      |  | $ | 62.83   | 









| |                             
| | ----------------------------
| | Pre-development expenditures



Commitments




|                                          |  |                |        |  |       |   |         |       |  |   |         |  |  |       |        |  |  |   |         | 
|----------------------------------------- |  | -------------- | ------ |  | ----- | - | ------- | ----- |  | - | ------- |  |  | ----- | ------ |  |  | - | ------- | 
|                                          |  | Less than      |        |  | 1-3   |   |         | 3-5   |  |   | After 5 |  |  |      
|                                          |  | 1 Year         |        |  | Years |   |         | Years |  |   | Years   |  |  | Total |       
|                                          |  |                |        |  |       |   |         |       |  |   |         |  |  |       |       
|                                          |  | (In thousands) |       
|Contractual Obligations:                  |  |                |        |  |       |   |         |       |  |   |         |  |  |       |        |  |  |   |         | 
|Long-Term Debt Obligations(1)             |  | $              | 2,932  |  |       | $ | 88,851  |       |  | $ | 184,636 |  |  | $     | 49,049 |  |  | $ | 325,468 | 
|Contractual Fixed Interest Obligations(2) |  |                | 18,644 |  |       |   | 30,219  |       |  |   | 11,542  |  |  |       | 5,823  |  |  |   | 66,228  | 
|Operating Lease Obligations(3)            |  |                | 437    |  |       |   | 863     |       |  |   | 353     |  |  |       |       |  |  |   | 1,653   | 
|Capital Reserve Obligations(4)            |  |                | 1,416  |  |       |   | 2,573   |       |  |   | 843     |  |  |       | 347    |  |  |   | 5,179   | 
|                                          |  |                |        |  |       |   |         |       |  |   |         |  |  |       |       
|Total                                     |  | $              | 23,429 |  |       | $ | 122,506 |       |  | $ | 197,374 |  |  | $     | 55,219 |  |  | $ | 398,528 | 
|                                          |  |                |        |  |       |   |         |       |  |   |         |  |  |       |       






|    |                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes required monthly principal amortization and amounts due
    at maturity on first mortgage debt secured by student housing
    properties.

44



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|    |                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------
|(2) | Includes contractual fixed rate interest payments.                                                   
|   
|(3) | Includes future minimum lease commitments under operating lease
    obligations.                     
|   
|(4) | Includes future annual contributions to the capital reserve as
    required by certain mortgage debt.

Long-Term Indebtedness








|                                                         |  |   |         | 
|-------------------------------------------------------- |  | - | ------- | 
|Year                                                     |  |  
|                                                         |  |  
|2006                                                     |  | $ | 2,932   | 
|2007                                                     |  |   | 61,233  | 
|2008                                                     |  |   | 27,618  | 
|2009                                                     |  |   | 183,748 | 
|2010                                                     |  |   | 888     | 
|Thereafter                                               |  |   | 49,049  | 
|                                                         |  |   |        
|Total                                                    |  | $ | 325,468 | 
|                                                         |  |   |        
|Debt premium                                             |  |   | 2,867   | 
|                                                         |  |   |        
|Outstanding as of December 31, 2005, net of debt premium |  | $ | 328,335 | 
|                                                         |  |   |        



Off-Balance Sheet Arrangements




Funds From Operations




45



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##### Table of Contents









|                                                                                     |  |                         |         |   |      |   |       |      |  |   |       | 
|------------------------------------------------------------------------------------ |  | ----------------------- | ------- | - | ---- | - | ----- | ---- |  | - | ----- | 
|                                                                                     |  | Year Ended December 31, |        
|                                                                                     |  |                         |        
|                                                                                     |  | 2005                    |         |   | 2004 |   |       | 2003 | 
|                                                                                     |  |                         |         |   |      |   |       |      | 
|                                                                                     |  | (In thousands)          |        
|Net income (loss)                                                                    |  | $                       | (15,534 | ) |      | $ | 758   |      |  | $ | 10    | 
|Plus student housing property depreciation and amortization of
    lease intangibles |  |                         | 28,896  |   |      |   | 3,120 |      |  |   | 3,061 | 
|                                                                                     |  |                         |         |   |      |   |       |      | 
|Funds from operations                                                                |  | $                       | 13,362  |   |      | $ | 3,878 |      |  | $ | 3,071 | 
|                                                                                     |  |                         |         |   |      |   |       |      | 

Inflation




Recent accounting pronouncements


Exchange
of Nonmonetary Assets, Accounting for Nonmonetary Transactions


Share-Based Payment Accounting
for Stock-Based Compensation Accounting for Stock
Issued to Employees


46



---



##### Table of Contents





Accounting for Conditional Asset Retirement
Obligations  an interpretation of
FASB Statement No. 143 Accounting for
Asset Retirement Obligations


04-5: Determining Whether a General Partner, or the General
Partners as a Group, Controls a Limited Partnership or Similar
Entity When the Limited Partners Have Certain Rights 04-5). 04-5 78-9 kick-out 04-5 04-5







|         |                                                                
|-------- | ---------------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures About Market
    Risk.








|        |                                             
|------- | --------------------------------------------
|Item 8. | Financial Statements and Supplementary Data.

F-1 F-58 10-K.


47



---



##### Table of Contents








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








|         |                         
|-------- | ------------------------
|Item 9A. | Controls and Procedures.

Managements Evaluation of Disclosure Controls and
Procedures




13a-15(e) 15d-15(e)


Changes in Internal Control Over Financial Reporting







Item 9B.Other
Information.







PART III







|         |                                                    
|-------- | ---------------------------------------------------
|Item 10. | Directors and Executive Officers of the Registrant.








|         |                        
|-------- | -----------------------
|Item 11. | Executive Compensation.








|         |                                                                                                    
|-------- | ---------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial Owners and
    Management and Related Stockholder Matters.



48



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##### Table of Contents








|         |                                                
|-------- | -----------------------------------------------
|Item 13. | Certain Relationships and Related Transactions.








|         |                                        
|-------- | ---------------------------------------
|Item 14. | Principal Accounting Fees and Services.






PART IV







|         |                                            
|-------- | -------------------------------------------
|Item 15. | Exhibits and Financial Statement Schedules.





| |                        
| | -----------------------
| | 1. Financial Statements



| |                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------
| | The list of the financial statements filed as part of this
    Annual Report on
    Form 10-K is set
    forth on page F-1 herein.



| |                                 
| | --------------------------------
| | 2. Financial Statement Schedules



| |                                                                                       
| | --------------------------------------------------------------------------------------
| | All schedules required are included in the financial statements
    and notes thereto.



| |            
| | -----------
| | 3. Exhibits



| |                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The list of exhibits filed as part of this Annual Report on
    Form 10-K is
    submitted in the Exhibit Index following the financial
    statements in response to Item 601 of
    Regulation S-K.





| |                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------
| | The exhibits filed in response to Item 601 of
    Regulation S-K are
    listed on the Exhibit Index attached hereto.



49



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##### Table of Contents






SIGNATURES






| |                             
| | ----------------------------
| | Education Realty Trust, Inc.



| |     |                  
| | --- | -----------------
| | By: | /s/ Paul O. Bower

| |                                       
| | --------------------------------------
| |                                       
| | Paul O. Bower                         
| | President, Chief Executive Officer    
| | and Chairman of the Board of Directors





|                                                 |  |                                                                                                              |  |                |  | 
|------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------ |  | -------------- |  | 
|Signature                                        |  | Title                                                                                                        |  | Date          
|                                                 |  |                                                                                                              |  |               
|                                                
|/s/ Paul O. BowerPaul O. Bower                   |  | President, Chief Executive Officer and Chairman of the Board of
    Directors (Principal Executive Officer)  |  | March 31, 2006
|                                                
|/s/ Randall H. BrownRandall H. Brown             |  | Executive Vice President, Chief Financial Officer, Treasurer and
    Secretary (Principal Financial Officer) |  | March 31, 2006
|                                                
|/s/ J. Drew KoesterJ. Drew Koester               |  | Vice President and Chief Accounting Officer (Principal
    Accounting Officer)                               |  | March 31, 2006
|                                                
|/s/ Monte J. BarrowMonte J. Barrow               |  | Director                                                                                                     |  | March 31, 2006
|                                                
|/s/ William J. Cahill, IIIWilliam J. Cahill, III |  | Director                                                                                                     |  | March 31, 2006
|                                                
|/s/ Randall L. ChurcheyRandall L. Churchey       |  | Director                                                                                                     |  | March 31, 2006
|                                                
|/s/ John L. FordJohn L. Ford                     |  | Director                                                                                                     |  | March 31, 2006

50



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##### Table of Contents



INDEX TO FINANCIAL STATEMENTS


|                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                                                                                                                                                                                                                                         |  | Page
|                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|Education Realty Trust, Inc. and EDR Predecessor                                                                                                                                                                                                                                                                                                                                         |  |     
|Report of independent registered public
    accounting firm                                                                                                                                                                                                                                                                                                                              |  | F-2 
|Consolidated and combined balance sheets as
    of December 31, 2005 and 2004                                                                                                                                                                                                                                                                                                            |  | F-3 
|Consolidated and combined statements of
    operations for the Trust for the year ended December 31,
    2005 and the period July 12, 2004 (date of formation)
    through December 31, 2004 and for the EDR Predecessor for
    the period January 1, 2005 through January 30, 2005
    and the years ended December 31, 2004 and 2003                                                  |  | F-4 
|Consolidated and combined statements of
    changes in stockholders and predecessor owners
    equity for the Trust for the year ended December 31, 2005
    and the period July 12, 2004 (date of formation) through
    December 31, 2004 and for the EDR Predecessor for the
    period January 1, 2005 through January 30, 2005 and
    the years ended December 31, 2004 and 2003 |  | F-5 
|Consolidated and combined statements of
    cash flows for the Trust for the year ended December 31,
    2005 and the period July 12, 2004 (date of formation)
    through December 31, 2004 and for the EDR Predecessor for
    the period January 1, 2005 through January 30, 2005
    and the years ended December 31, 2004 and 2003                                                  |  | F-6 
|Notes to consolidated and combined
    financial statements                                                                                                                                                                                                                                                                                                                              |  | F-7 
|National Development/ Allen & OHara CUPA,
    LLC                                                                                                                                                                                                                                                                                                                                       |  |     
|Report of independent registered public
    accounting firm                                                                                                                                                                                                                                                                                                                              |  | F-35
|Balance sheets as of December 31, 2005
    (unaudited) and 2004                                                                                                                                                                                                                                                                                                                          |  | F-36
|Statements of operations for the years
    ended December 31, 2005 (unaudited) and 2004 and the
    period from April 1, 2003 (date operations commenced) to
    December 31, 2003                                                                                                                                                                                                       |  | F-37
|Statements of changes in members
    equity (deficit) for the years ended December 31, 2005
    (unaudited) and 2004 and the period from April 1, 2003
    (date operations commenced) to December 31, 2003                                                                                                                                                                             |  | F-38
|Statements of cash flows for the years
    ended December 31, 2005 (unaudited) and 2004 and the
    period from April 1, 2003 (date operations commenced) to
    December 31, 2003                                                                                                                                                                                                       |  | F-39
|Notes to financial statements                                                                                                                                                                                                                                                                                                                                                            |  | F-40
|National Development/ Allen & OHara Clarion,
    LLC                                                                                                                                                                                                                                                                                                                                    |  |     
|Report of independent registered public
    accounting firm                                                                                                                                                                                                                                                                                                                              |  | F-43
|Balance sheets as of December 31, 2005
    (unaudited) and 2004                                                                                                                                                                                                                                                                                                                          |  | F-44
|Statements of operations for the years
    ended December 31, 2005 (unaudited) 2004 and the
    period from September 1, 2003 (date operations commenced)
    to December 31, 2003 (unaudited)                                                                                                                                                                                           |  | F-45
|Statements of changes in members
    equity (deficit) for the years ended December 31, 2005
    (unaudited) and 2004 and the period from September 1,
    2003 (date operations commenced) to December 31, 2003
    (unaudited)                                                                                                                                                         |  | F-46
|Statements of cash flows for the years
    ended December 31, 2005 (unaudited) and 2004 and the
    period from September 1, 2003 (date operations commenced)
    to December 31, 2003 (unaudited)                                                                                                                                                                                       |  | F-47
|Notes to financial statements                                                                                                                                                                                                                                                                                                                                                            |  | F-48
|National Development/ Allen & OHara Lock
    Haven, LLC                                                                                                                                                                                                                                                                                                                                 |  |     
|Report of independent registered public
    accounting firm                                                                                                                                                                                                                                                                                                                              |  | F-51
|Balance sheets as of December 31, 2005
    (unaudited) and 2004                                                                                                                                                                                                                                                                                                                          |  | F-52
|Statements of operations for the years
    ended December 31, 2005 (unaudited) and 2004 and the
    period from July 1, 2003 (date operations commenced) to
    December 31, 2003 (unaudited)                                                                                                                                                                                            |  | F-53
|Statements of changes in members
    equity (deficit) for the years ended December 31, 2005
    (unaudited) and 2004 and the period from July 1, 2003
    (date operations commenced) to December 31, 2003
    (unaudited)                                                                                                                                                              |  | F-54
|Statements of cash flows for the years
    ended December 31, 2005 (unaudited) and 2004 and the
    period from July 1, 2003 (date operations commenced) to
    December 31, 2003 (unaudited)                                                                                                                                                                                            |  | F-55
|Notes to financial statements                                                                                                                                                                                                                                                                                                                                                            |  | F-56

F-1



---



##### Table of Contents






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




















F-2



---



##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR





CONSOLIDATED AND COMBINED BALANCE SHEETS


December 31, 2005 and 2004


|                                                                                                                                                                     |  |                                     |         |   |                   |   |       |             |  |   |        | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ----------------- | - | ----- | ----------- |  | - | ------ | 
|                                                                                                                                                                     |  | December 31, 2005                   |         |   | December 31, 2004 |  
|                                                                                                                                                                     |  |                                     |         |   |                   |  
|                                                                                                                                                                     |  | Education                           |         |   | Education         |   |       |            
|                                                                                                                                                                     |  | Realty                              |         |   | Realty            |   |       | EDR         | 
|                                                                                                                                                                     |  | Trust, Inc.                         |         |   | Trust, Inc.       |   |       | Predecessor | 
|                                                                                                                                                                     |  | Consolidated                        |         |   | Consolidated      |   |       | Combined    | 
|                                                                                                                                                                     |  |                                     |         |   |                   |   |       |             | 
|                                                                                                                                                                     |  | (Amounts in thousands, except share |        
|                                                                                                                                                                     |  | and per share data)                 |        
|ASSETS                                                                                                                                                              
|Student housing properties, net                                                                                                                                      |  | $                                   | 620,305 |   |                   | $ |      |             |  | $ | 83,785 | 
|Corporate office furniture, net                                                                                                                                      |  |                                     | 991     |   |                   |   |       |             |  |   |        | 
|Cash and cash equivalents                                                                                                                                            |  |                                     | 61,662  |   |                   |   | 1     |             |  |   | 2,883  | 
|Restricted cash                                                                                                                                                      |  |                                     | 6,738   |   |                   |   |      |             |  |   | 1,102  | 
|Student contracts receivable, net                                                                                                                                    |  |                                     | 470     |   |                   |   |      |             |  |   | 87     | 
|Management fee receivable from third party                                                                                                                           |  |                                     | 552     |   |                   |   |      |             |  |   | 161    | 
|Goodwill and other intangibles, net                                                                                                                                  |  |                                     | 3,546   |   |                   |   |      |             |  |   |       | 
|Other assets                                                                                                                                                         |  |                                     | 9,785   |   |                   |   | 3,790 |             |  |   | 856    | 
|                                                                                                                                                                     |  |                                     |         |   |                   |   |       |             | 
|Total assets                                                                                                                                                         |  | $                                   | 704,049 |   |                   | $ | 3,791 |             |  | $ | 88,874 | 
|                                                                                                                                                                     |  |                                     |         |   |                   |   |       |             | 
|                                                                                                                                                                    
|LIABILITIES AND STOCKHOLDERS AND PREDECESSOR
    OWNERS EQUITY                                                                                                    
|                                                                                                                                                                    
|Liabilities:                                                                                                                                                         |  |                                     |         |   |                   |   |       |             |  |   |        | 
|Mortgage loans, net of unamortized premium/discount                                                                                                                  |  | $                                   | 328,335 |   |                   | $ |      |             |  | $ | 81,111 | 
|Revolving line of credit                                                                                                                                             |  |                                     |        |   |                   |   | 497   |             |  |   |       | 
|Note payable to affiliate                                                                                                                                            |  |                                     |        |   |                   |   |      |             |  |   | 485    | 
|Accounts payable                                                                                                                                                     |  |                                     | 2,075   |   |                   |   |      |             |  |   | 262    | 
|Accrued expenses                                                                                                                                                     |  |                                     | 7,295   |   |                   |   |      |             |  |   | 1,380  | 
|Accounts payable affiliate                                                                                                                                           |  |                                     | 225     |   |                   |   | 3,515 |             |  |   | 799    | 
|Deferred revenue                                                                                                                                                     |  |                                     | 7,660   |   |                   |   |      |             |  |   | 3,048  | 
|                                                                                                                                                                     |  |                                     |         |   |                   |   |       |             | 
|Total liabilities                                                                                                                                                    |  |                                     | 345,590 |   |                   |   | 4,012 |             |  |   | 87,085 | 
|                                                                                                                                                                     |  |                                     |         |   |                   |   |       |             | 
|Minority interest                                                                                                                                                    |  |                                     | 27,926  |   |                   |   |      |             |  |   |       | 
|Commitments and contingencies                                                                                                                                        |  |                                     |        |   |                   |   |      |             |  |   |       | 
|                                                                                                                                                                    
|Stockholders and predecessor owners equity:                                                                                                                        |  |                                     |         |   |                   |   |       |             |  |   |        | 
|Common stock, $.01 par value, 200,000,000 shares
    authorized, 26,263,889 and 100 shares issued and
    outstanding as of December 31, 2005 and 2004, respectively |  |                                     | 263     |   |                   |   |      |             |  |   |       | 
|Preferred shares, $0.01 par value, 50,000,000 shares
    authorized, no shares issued and outstanding                                                                |  |                                     |        |   |                   |   |      |             |  |   |       | 
|Unearned deferred compensation                                                                                                                                       |  |                                     | (2,470  | ) |                   |   |      |             |  |   |       | 
|Additional paid in capital                                                                                                                                           |  |                                     | 354,134 |   |                   |   | 1     |             |  |   |       | 
|Loan to unitholder                                                                                                                                                   |  |                                     | (5,996  | ) |                   |   |      |             |  |   |       | 
|Warrants                                                                                                                                                             |  |                                     | 375     |   |                   |   |      |             |  |   |       | 
|Accumulated deficit                                                                                                                                                  |  |                                     | (15,773 | ) |                   |   | (222  | )           |  |   |       | 
|Predecessor owners equity                                                                                                                                           |  |                                     |        |   |                   |   |      |             |  |   | 1,789  | 
|                                                                                                                                                                     |  |                                     |         |   |                   |   |       |             | 
|Total stockholders and predecessor owners equity                                                                                                                   |  |                                     | 330,533 |   |                   |   | (221  | )           |  |   | 1,789  | 
|                                                                                                                                                                     |  |                                     |         |   |                   |   |       |             | 
|Total liabilities and stockholders and predecessor
    owners equity                                                                                               |  | $                                   | 704,049 |   |                   | $ | 3,791 |             |  | $ | 88,874 | 
|                                                                                                                                                                     |  |                                     |         |   |                   |   |       |             | 



F-3



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR





CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS


|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------- | ---------- | ------- | ------------------------ | - | --------- | ----------- |  | - | ------------ | - |  | ------------ | ------ | - |  | - | ------ | -
|                                                                                                  |  | Education Realty Trust, Inc.                            |            |         |                         
|                                                                                                  |  | Consolidated                                            |            |         | EDR Predecessor Combined |  
|                                                                                                  |  |                                                         |            |         |                          |  
|                                                                                                  |  |                                                         |            | July 12 |                          |   | January 1 |             |  |  
|                                                                                                  |  | Year Ended                                              |            |         | through                  |   |           | through     |  |   | Year Ended   |   |  | Year Ended   |       
|                                                                                                  |  | December 31,                                            |            |         | December 31,             |   |           | January 30, |  |   | December 31, |   |  | December 31, |       
|                                                                                                  |  | 2005                                                    |            |         | 2004                     |   |           | 2005        |  |   | 2004         |   |  | 2003         |       
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|                                                                                                  |  | (Amounts in thousands, except share and per share data) |           
|Revenues:                                                                                         |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |        |   |  |   |        |  
|Student housing leasing revenue                                                                   |  | $                                                       | 74,374     |         |                          | $ |          |             |  | $ | 1,503        |   |  | $            | 17,896 |   |  | $ | 17,095 |  
|Student housing food service revenue                                                              |  |                                                         | 3,222      |         |                          |   |          |             |  |   | 269          |   |  |              | 3,137  |   |  |   | 2,879  |  
|Third-party development services                                                                  |  |                                                         | 1,759      |         |                          |   |          |             |  |   |             |   |  |              | 392    |   |  |   | 691    |  
|Third-party management services                                                                   |  |                                                         | 1,865      |         |                          |   |          |             |  |   | 103          |   |  |              | 1,326  |   |  |   | 1,026  |  
|Operating expense reimbursements                                                                  |  |                                                         | 6,023      |         |                          |   |          |             |  |   | 671          |   |  |              | 5,223  |   |  |   | 4,438  |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Total revenues                                                                                    |  |                                                         | 87,243     |         |                          |   |          |             |  |   | 2,546        |   |  |              | 27,974 |   |  |   | 26,129 |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Operating expenses:                                                                               |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |        |   |  |   |        |  
|Student housing leasing operations                                                                |  |                                                         | 37,270     |         |                          |   |          |             |  |   | 524          |   |  |              | 7,645  |   |  |   | 7,408  |  
|Student housing food service operations                                                           |  |                                                         | 3,020      |         |                          |   |          |             |  |   | 255          |   |  |              | 2,899  |   |  |   | 2,645  |  
|General and administrative                                                                        |  |                                                         | 12,182     |         |                          |   | 201       |             |  |   | 367          |   |  |              | 3,545  |   |  |   | 3,425  |  
|Depreciation and amortization                                                                     |  |                                                         | 28,908     |         |                          |   |          |             |  |   | 260          |   |  |              | 3,120  |   |  |   | 3,061  |  
|Reimbursable operating expenses                                                                   |  |                                                         | 6,023      |         |                          |   |          |             |  |   | 671          |   |  |              | 5,223  |   |  |   | 4,438  |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Total operating expenses                                                                          |  |                                                         | 87,403     |         |                          |   | 201       |             |  |   | 2,077        |   |  |              | 22,432 |   |  |   | 20,977 |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Operating income (loss)                                                                           |  |                                                         | (160       | )       |                          |   | (201      | )           |  |   | 469          |   |  |              | 5,542  |   |  |   | 5,152  |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Nonoperating expenses:                                                                            |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |        |   |  |   |        |  
|Interest expense                                                                                  |  |                                                         | 16,186     |         |                          |   | 21        |             |  |   | 479          |   |  |              | 5,623  |   |  |   | 5,597  |  
|Exit fees on early repayment of mortgages                                                         |  |                                                         | 1,084      |         |                          |   |          |             |  |   |             |   |  |              |       |   |  |   |       |  
|Amortization of deferred financing costs                                                          |  |                                                         | 820        |         |                          |   |          |             |  |   |             |   |  |              | 163    |   |  |   | 174    |  
|Interest income                                                                                   |  |                                                         | (1,303     | )       |                          |   |          |             |  |   |             |   |  |              |       |   |  |   |       |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Total nonoperating expenses                                                                       |  |                                                         | 16,787     |         |                          |   | 21        |             |  |   | 479          |   |  |              | 5,786  |   |  |   | 5,771  |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Loss before equity in earnings of unconsolidated entities,
    income taxes and minority interest |  |                                                         | (16,947    | )       |                          |   | (222      | )           |  |   | (10          | ) |  |              | (244   | ) |  |   | (619   | )
|Equity in earnings of unconsolidated entities                                                     |  |                                                         | 853        |         |                          |   |          |             |  |   | 27           |   |  |              | 1,002  |   |  |   | 629    |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Income (loss) before income taxes and minority interest                                           |  |                                                         | (16,094    | )       |                          |   | (222      | )           |  |   | 17           |   |  |              | 758    |   |  |   | 10     |  
|Taxes                                                                                             |  |                                                         | 497        |         |                          |   |           |             |  |   |             |   |  |              |       |   |  |   |       |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Net income (loss) before minority interest                                                        |  |                                                         | (16,591    | )       |                          |   | (222      | )           |  |   | 17           |   |  |              | 758    |   |  |   | 10     |  
|Minority interest                                                                                 |  |                                                         | (1,040     | )       |                          |   |          |             |  |   |             |   |  |              |       |   |  |   |       |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Net income (loss)                                                                                 |  | $                                                       | (15,551    | )       |                          | $ | (222      | )           |  | $ | 17           |   |  | $            | 758    |   |  | $ | 10     |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Earnings per share information:                                                                   |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |        |   |  |   |        |  
|Loss per share  basic and diluted                                                                |  | $                                                       | (.67       | )       |                          | $ | (2,220    | )           |  |   |              |   |  |              |        |   |  |   |        |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Weighted average common shares outstanding basic and diluted                                      |  |                                                         | 23,063,110 |         |                          |   | 100       |             |  |   |              |   |  |              |        |   |  |   |        |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       
|Distributions per common share                                                                    |  | $                                                       | .81        |         |                          |   |           |             |  |   |              |   |  |              |        |   |  |   |        |  
|                                                                                                  |  |                                                         |            |         |                          |   |           |             |  |   |              |   |  |              |       



F-4



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR





CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN


STOCKHOLDERS AND OWNERS EQUITY


|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |         |   |  |   |        |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------- | ---------- | - | ---------- | - | --- | -------- |  | - | ------------ | ----------- | ------- | -------- | ------ | ------------- | ------ | - | ----------- | ---------- |  | - | ------ | - |  | ----- | ------- | - |  | - | ------ | - |  | - | ------- | -
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              | Accumulated |         |          |        |               |       
|                                                                                                                    |  | Common Stock                                            |            |   | Additional |   |     | Unearned |  |   |              |             | Loan to |          |        | Distributions |        |   | EDR         |            |  |  
|                                                                                                                    |  |                                                         |            |   | Paid-In    |   |     | Deferred |  |   |              |             | Unit    |          |        | in Excess of  |        |   | Predecessor |            |  |  
|EDR Predecessor:                                                                                                    |  | Shares                                                  |            |   | Amount     |   |     | Capital  |  |   | Compensation |             |         | Warrants |        |               | Holder |   |             | Net Income |  |   | Equity |   |  | Total |        
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|                                                                                                                    |  | (Amounts in thousands, except share and per share data) |           
|Balance, December 31, 2002                                                                                          |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  | $ | 5,458  |   |  | $ | 5,458   |  
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|Equity contributions                                                                                                |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   | 54     |   |  |   | 54      |  
|Distributions                                                                                                       |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   | (3,027 | ) |  |   | (3,027  | )
|Net income                                                                                                          |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   | 10     |   |  |   | 10      |  
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|Balance, December 31, 2003                                                                                          |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   | 2,495  |   |  |   | 2,495   |  
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|Equity contributions                                                                                                |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   | 40     |   |  |   | 40      |  
|Distributions                                                                                                       |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   | (1,504 | ) |  |   | (1,504  | )
|Net income                                                                                                          |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   | 758    |   |  |   | 758     |  
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|Balance, December 31, 2004                                                                                          |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   | 1,789  |   |  |   | 1,789   |  
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|Net income                                                                                                          |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   | 17     |   |  |   | 17      |  
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|Balance, January 30, 2005                                                                                           |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  | $ | 1,806  |   |  | $ | 1,806   |  
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|                                                                                                                   
|The Trust:                                                                                                          |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |         |   |  |   |        |   |  |   |         |  
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|Contributed capital, July 12, 2004                                                                                  |  |                                                         | 100        |   |            |   |    |          |  | $ | 1            |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   |       |   |  | $ | 1       |  
|Net loss                                                                                                            |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  | $     | (222    | ) |  |   |       |   |  |   | (222    | )
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|Balance, December 31, 2004                                                                                          |  |                                                         | 100        |   |            |   |    |          |  |   | 1            |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       | (222    | ) |  |   |       |   |  |   | (221    | )
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|Issuance and registration of common shares  The
    Offering                                                       |  |                                                         | 21,850,000 |   |            | $ | 219 |          |  |   | 320,200      |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   |       |   |  |   | 320,419 |  
|Redemption of Promoters common shares simultaneous with
    The Offering                                           |  |                                                         | (100       | ) |            |   |    |          |  |   | (1           | )           |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   |       |   |  |   | (1      | )
|Issuance of warrants                                                                                                |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        | $ | 375         |            |  |   |       |   |  |       |        |   |  |   |       |   |  |   | 375     |  
|Loan to unit holder                                                                                                 |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  | $ | (5,996 | ) |  |       |        |   |  |   |       |   |  |   | (5,996  | )
|Excess of purchase price of EDR Predecessor over fair value
    related to Promoter carried over at historical cost |  |                                                         |           |   |            |   |    |          |  |   | (17,382      | )           |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   |       |   |  |   | (17,382 | )
|Restricted shares issued to officers and directors                                                                  |  |                                                         |           |   |            |   |    |          |  |   | 3,126        |             |         | $        | (3,126 | )             |        |   |            |            |  |   |       |   |  |       |        |   |  |   |       |   |  |   |        |  
|Amortization of restricted stock                                                                                    |  |                                                         | 38,889     |   |            |   |    |          |  |   |             |             |         |          | 656    |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   |       |   |  |   | 656     |  
|Issuance of common shares  private placement                                                                       |  |                                                         | 4,375,000  |   |            |   | 44  |          |  |   | 66,911       |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   |       |   |  |   | 66,955  |  
|Cash dividends                                                                                                      |  |                                                         |           |   |            |   |    |          |  |   | (18,721      | )           |         |          |       |               |        |   |            |            |  |   |       |   |  |       |        |   |  |   |       |   |  |   | (18,721 | )
|Net loss                                                                                                            |  |                                                         |           |   |            |   |    |          |  |   |             |             |         |          |       |               |        |   |            |            |  |   |       |   |  |       | (15,551 | ) |  |   |       |   |  |   | (15,551 | )
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        
|Balance, December 31, 2005                                                                                          |  |                                                         | 26,263,889 |   |            | $ | 263 |          |  | $ | 354,134      |             |         | $        | (2,470 | )             |        | $ | 375         |            |  | $ | (5,996 | ) |  | $     | (15,773 | ) |  |   |       |   |  | $ | 330,533 |  
|                                                                                                                    |  |                                                         |            |   |            |   |     |          |  |   |              |             |         |          |        |               |        |   |             |            |  |   |        |   |  |       |        



F-5



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR





CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS


|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |        |      |  
|---------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ------------------------------------- | -------- | -------- | ------------------------ | - | --------- | ----------- | - | - | ------------ | ------ | ---- | ------------ | ------ | ------ | ---- | - | ------ | ------ | ---- | -
|                                                     |                                                                                                        | Education Realty Trust, Inc.          |          |          |                         
|                                                     |                                                                                                        | Consolidated                          |          |          | EDR Predecessor Combined |  
|                                                     |                                                                                                        |                                       |          |          |                          |  
|                                                     |                                                                                                        |                                       |          | July 12  |                          |   | January 1 |             |   |  
|                                                     |                                                                                                        | Year Ended                            |          |          | through                  |   |           | through     |   |   | Year Ended   |        |      | Year Ended   |       
|                                                     |                                                                                                        | December 31,                          |          |          | December 31,             |   |           | January 30, |   |   | December 31, |        |      | December 31, |       
|                                                     |                                                                                                        | 2005                                  |          |          | 2004                     |   |           | 2005        |   |   | 2004         |        |      | 2003         |       
|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |       
|                                                     |                                                                                                        | (Amounts in thousands)                |         
|Operating activities:                                |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |       
|                                                     | Net income (loss)                                                                                      |                                       | $        | (15,551  | )                        |   | $         | (222        | ) |   | $            | 17     |      |              | $      | 758    |      |   | $      | 10     |     
|                                                     | Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities: |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |        |     
|                                                     | Depreciation and amortization                                                                          |                                       |          | 28,908   |                          |   |           |            |   |   |              | 246    |      |              |        | 3,120  |      |   |        | 3,061  |     
|                                                     | Deferred tax benefit                                                                                   |                                       |          | (209     | )                        |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Loss on disposal of assets                                                                             |                                       |          | 18       |                          |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Amortization of deferred financing costs                                                               |                                       |          | 820      |                          |   |           |            |   |   |              | 14     |      |              |        | 163    |      |   |        | 174    |     
|                                                     | Amortization of unamortized debt premiums/discounts                                                    |                                       |          | (364     | )                        |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Distributions from unconsolidated entities                                                             |                                       |          | 879      |                          |   |           |            |   |   |              |       |      |              |        | 808    |      |   |        | 999    |     
|                                                     | Noncash compensation expense related to PIUs and restricted stock                                      |                                       |          | 4,783    |                          |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Equity in earnings of unconsolidated entities                                                          |                                       |          | (853     | )                        |   |           |            |   |   |              | (27    | )    |              |        | (1,002 | )    |   |        | (629   | )   
|                                                     | Minority interest                                                                                      |                                       |          | (1,040   | )                        |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Change in operating assets and liabilities (net of acquisitions):                                      |                                       |          |          |                          |   |           |            |   |   |              |        |      |              |        |        |      |   |        |        |     
|                                                     |                                                                                                        | Student contracts receivable          |          |          | (374                     | ) |           |             |  |   |              |        | (5   | )            |        |        | 76   |   |        |        | (27  | )
|                                                     |                                                                                                        | Management fees receivable            |          |          | (284                     | ) |           |             |  |   |              |        | 63   |              |        |        | (52  | ) |        |        | (47  | )
|                                                     |                                                                                                        | Other assets                          |          |          | 868                      |   |           |             |  |   |              |        | (817 | )            |        |        | 330  |   |        |        | (203 | )
|                                                     |                                                                                                        | Accounts payable and accrued expenses |          |          | 3,069                    |   |           |             |  |   |              |        | 712  |              |        |        | (65  | ) |        |        | 238  |  
|                                                     |                                                                                                        | Accounts payable affiliate            |          |          | (3,729                   | ) |           |             |  |   |              |        | 276  |              |        |        | (471 | ) |        |        | 711  |  
|                                                     |                                                                                                        | Deferred revenue                      |          |          | 1,432                    |   |           |             |  |   |              |        | (320 | )            |        |        | (597 | ) |        |        | 22   |  
|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |       
|Net cash provided by (used in) operating activities  |                                                                                                        |                                       | 18,373   |          |                          |   | (222      | )           |   |   | 158          |        |      |              | 3,068  |        |      |   | 4,309  |       
|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |       
|Investing activities:                                |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |       
|                                                     | Property acquisitions, net of cash acquired                                                            |                                       |          | (187,283 | )                        |   |           |            |   |   |              | (25    | )    |              |        |       |      |   |        |       |     
|                                                     | Deferred acquisition costs and earnest money deposits                                                  |                                       |          | (4,718   | )                        |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Purchase of corporate furniture and fixtures                                                           |                                       |          | (1,093   | )                        |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Restricted cash                                                                                        |                                       |          | (1,725   | )                        |   |           |            |   |   |              | (2,348 | )    |              |        | 336    |      |   |        | (376   | )   
|                                                     | Insurance proceeds on property loss                                                                    |                                       |          | 175      |                          |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Investment in student housing properties                                                               |                                       |          | (5,513   | )                        |   |           |            |   |   |              |       |      |              |        | (517   | )    |   |        | (549   | )   
|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |       
|Net cash used in investing activities                |                                                                                                        |                                       | (200,157 | )        |                          |   |          |             |   |   | (2,373       | )      |      |              | (181   | )      |      |   | (925   | )     
|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |       
|Financing activities:                                |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |       
|                                                     | Payment of mortgage notes                                                                              |                                       |          | (115,782 | )                        |   |           |            |   |   |              | (98    | )    |              |        | (1,093 | )    |   |        | (955   | )   
|                                                     | Borrowings of long-term debt                                                                           |                                       |          |          |                          |   |           | 497         |   |   |              |       |      |              |        |       |      |   |        | 200    |     
|                                                     | Debt issuance costs                                                                                    |                                       |          | (3,176   | )                        |   |           |            |   |   |              |       |      |              |        | (3     | )    |   |        | (20    | )   
|                                                     | Repayment of line of credit, net                                                                       |                                       |          | (497     | )                        |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Loan to unitholder                                                                                     |                                       |          | (5,996   | )                        |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Proceeds from Offering and private placement                                                           |                                       |          | 419,600  |                          |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Payment of offering costs                                                                              |                                       |          | (30,008  | )                        |   |           | (3,790      | ) |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Dividends and distributions paid                                                                       |                                       |          | (20,213  | )                        |   |           |            |   |   |              |       |      |              |        |       |      |   |        |       |     
|                                                     | Distributions to owners                                                                                |                                       |          |         |                          |   |           |            |   |   |              |       |      |              |        | (1,504 | )    |   |        | (3,027 | )   
|                                                     | Borrowing/(repayment) of notes payable affiliate                                                       |                                       |          | (483     | )                        |   |           | 3,515       |   |   |              |       |      |              |        | 80     |      |   |        | 90     |     
|                                                     | Equity contributions                                                                                   |                                       |          |         |                          |   |           |            |   |   |              |       |      |              |        | 40     |      |   |        | 54     |     
|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |       
|Net cash provided by (used in) financing activities  |                                                                                                        |                                       | 243,445  |          |                          |   | 222       |             |   |   | (98          | )      |      |              | (2,480 | )      |      |   | (3,658 | )     
|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |       
|Net increase (decrease) in cash and cash equivalents |                                                                                                        |                                       | 61,661   |          |                          |   |          |             |   |   | (2,313       | )      |      |              | 407    |        |      |   | (274   | )     
|Cash and cash equivalents, beginning of period       |                                                                                                        |                                       | 1        |          |                          |   | 1         |             |   |   | 2,883        |        |      |              | 2,476  |        |      |   | 2,750  |       
|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |       
|Cash and cash equivalents, end of period             |                                                                                                        | $                                     | 61,662   |          |                          | $ | 1         |             |   | $ | 570          |        |      | $            | 2,883  |        |      | $ | 2,476  |       
|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |       
|Supplemental disclosure of cash flow information:    |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |       
|                                                     | Interest paid                                                                                          |                                       | $        | 9,778    |                          |   | $         | 21          |   |   | $            | 471    |      |              | $      | 5,629  |      |   | $      | 5,602  |     
|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |       
|                                                     | Income taxes paid                                                                                      |                                       | $        | 357      |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |        |     
|                                                     |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |       
|Supplemental disclosure of noncash activities:       |                                                                                                        |                                       |          |          |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |       
|                                                     | Prepaid offering costs charged against equity                                                          |                                       | $        | 2,218    |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |        |     
|                                                     | Units issued in the Formation Transactions                                                             |                                       |          | 26,340   |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |        |     
|                                                     | Warrants issued in the Formation Transactions                                                          |                                       |          | 375      |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |        |     
|                                                     | Debt assumed in property acquisitions net of premium                                                   |                                       |          | 444,964  |                          |   |           |             |   |   |              |        |      |              |        |        |      |   |        |        |     



F-6



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR





NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS


(Amounts in thousands, except share and per share data)




|   |                                         
|-- | ----------------------------------------
|1. | Organization and description of business







| |   |                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Allen & OHara Education Services, LLC
    (AOES) a Tennessee limited liability company
    performing student housing management activities.                                                                                        
|
| |  | Allen & OHara Development Company, LLC
    (AODC), a limited liability company and formerly a
    wholly owned subsidiary of AOES, providing development
    consulting services for third party student housing properties.        
|
| |  | Allen & OHara Educational Properties LLC, a
    limited liability company, previously holding the ownership
    interests in the student housing property referred to as The
    Gables Apartments (The Gables).                    
|
| |  | Education Properties Trust, LLC (EPT), a Delaware
    limited liability company, owned and managed the following four
    garden-style student housing properties through four separate
    wholly-owned limited liability companies:



| |   |                                                
| | - | -----------------------------------------------
| |  | Players Club Apartments, Tallahassee, Florida  
|
| |  | The Reserve at Athens, Athens, Georgia         
|
| |  | The Reserve at Clemson, Clemson, South Carolina
|
| |  | NorthPointe Apartments, Tucson, Arizona        



| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | C Station, LLC, a Tennessee limited liability company, owned and
    operated one garden-style student housing property referred to
    as College Station.
|
| |  | University Towers Raleigh, LLC, a North Carolina limited
    liability company, owned a student housing property referred to
    as University Towers.     





F-7



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)






2.     The Offering, the formation
transactions and the private placement








| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Promoter and certain members of management contributed their
    interests in AOES in exchange for $12,400 of units in the
    Operating Partnership. AOES converted to a corporation and
    elected to be treated as the taxable REIT subsidiary. AOES owns
    100% of AODC.                                                                                                                                                                                                                                            
|
| |  | The Operating Partnership acquired all of the interests in EPT
    from the previous owners for $26,661 in cash, $1,342 in units in
    the Operating Partnership and the assumption of debt totaling
    $50,134. As a result EPT became a wholly owned single member LLC
    subsidiary of the Operating Partnership.                                                                                                                                                                                                        
|
| |  | The owners of The Gables contributed their interests in the
    student housing property to a newly formed Delaware limited
    partnership referred to as EDR BG, LP in exchange for all the
    limited partnership interests of EDR BG LP. The Operating
    Partnership acquired all of the ownership interests in EDR BG LP
    for $1,043 in cash, $58 in units in the Operating Partnership
    and the assumption of debt totaling $4,552.                                                                             
|
| |  | C Station LLC merged into a newly formed Delaware LLC, EDR C
    Station LLC, which is a wholly owned subsidiary of the Operating
    Partnership. The interests were contributed in exchange for the
    issuance of $229 in units in the Operating Partnership and the
    assumption of debt and notes payable to the Promoter totaling
    $2,477.                                                                                                                                                                         
|
| |  | The University Towers Partnership acquired a 100% interest in
    University Towers and in turn was acquired for $8,813 in cash,
    $4,316 in units and the assumption of debt totaling $24,371.                                                                                                                                                                                                                                                                                                                              
|
| |  | The Operating Partnership also acquired 14 properties referred
    to as the JPI portfolio simultaneous with the Offering. The
    purchase price of $401,975 was paid in cash of $82,105 the
    issuance of $7,995 of units in the Operating Partnership, and
    the assumption of first mortgage debt of $311,500, of which
    $93,360 was repaid with the use of the net proceeds of the
    offering. Additionally the Operating Partnership issued warrants
    to JPI to purchase 250,000 shares of common stock at an

F-8



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




| |  |                                                                                                                                                                                                             
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | exercise price per share of 103% of the Offering price. These
    warrants have a value approximating $375. The warrants are
    exercisable beginning January 31, 2006 and expire on
    February 28, 2007.







|   |                                           
|-- | ------------------------------------------
|3. | Summary of significant accounting policies



| |                                                                          
| | -------------------------------------------------------------------------
| | Basis of presentation and principles of consolidation and
    combination











| |                  
| | -----------------
| | Reclassifications



F-9



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)






| |                 
| | ----------------
| | Use of estimates





| |                          
| | -------------------------
| | Cash and cash equivalents





| |                
| | ---------------
| | Restricted cash





| |              
| | -------------
| | Distributions





| |                           
| | --------------------------
| | Student housing properties



Business Combinations,


F-10



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




Accounting for
the Impairment and Disposal of Long-lived Assets.




| |                                                                                
| | -------------------------------------------------------------------------------
| | Investment in unconsolidated joint ventures and limited
    liability companies





| |                         
| | ------------------------
| | Deferred financing costs







| |                                     
| | ------------------------------------
| | Offering and private placement costs





| |                        
| | -----------------------
| | Debt premiums/discounts





| |             
| | ------------
| | Income taxes



F-11



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




Accounting for Income Taxes,






| |                   
| | ------------------
| | Earnings per share

Earnings Per Share.


|                                              |  |  |       | 
|--------------------------------------------- |  |  | ----- | 
|Operating Partnership units                   |  |  | 1,376 | 
|University Towers Operating Partnership units |  |  | 270   | 
|Restricted Stock (unvested shares)            |  |  | 147   | 
|Profits Interest Units                        |  |  | 245   | 
|                                              |  |  |      
|Total potentially dilutive securities         |  |  | 2,038 | 
|                                              |  |  |      





| |                                             
| | --------------------------------------------
| | Repairs, maintenance, and major improvements





| |                                     
| | ------------------------------------
| | Goodwill and other intangible assets

Goodwill and Other
Intangible Assets.


F-12



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)






| |                                                                                
| | -------------------------------------------------------------------------------
| | Investment in unconsolidated joint ventures and limited
    liability companies





| |   |                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Salisbury Student Apartment Developers Joint Venture, 33% owned
    by AOES                                                                                        
|
| |  | Salisbury Student Apartment Developers LLC, a Maryland limited
    liability company, 33% owned by the Promoter                                                    
|
| |  | University of Louisville Apartment Developers LLC, a Kentucky
    limited liability company, 50% owned by the Promoter                                             
|
| |  | Hines/ AOES LLC, an Alabama limited liability company, 50% owned
    by AOES                                                                                       
|
| |  | National Development/ Allen & OHara CUPA, LLC, a
    Pennsylvania limited liability company, 50% owned by
    Allen & OHara Development Company, LLC
    (AODC)
|
| |  | National Development/ Allen & OHara Lock Haven,
    LLC, a Pennsylvania limited liability company, 50% owned by AODC                                              
|
| |  | National Development/ Allen & OHara Clarion, LLC,
    a Pennsylvania limited liability company, 50% owned by AODC                                                 
|
| |  | Allen & OHara National Development Bloomsburg
    LLC, a Pennsylvania limited liability company, 50% owned by AODC                                                
|
| |  | Allen & OHara/ Academic Privatization LLC, a
    Tennessee limited liability company, 50% owned by AODC                                                           



| |                    
| | -------------------
| | Revenue recognition



Student housing leasing revenue


F-13



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




Student housing food service revenue


Third-party development consulting revenue


Third-party management revenue


Operating expense reimbursement revenue 01-14, Income Statement Characterization of Reimbursements Received
for Out of Pocket Expenses Incurred.




F-14



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




|                                     |  |                  |        |   |             |   |      |      |  |   |     |  
|------------------------------------ |  | ---------------- | ------ | - | ----------- | - | ---- | ---- |  | - | --- | -
|                                     |  | Education Realty |        |   | EDR         |  
|                                     |  | Trust, Inc.      |        |   | Predecessor |  
|                                     |  |                  |        |   |             |  
|                                     |  | 2005             |        |   | 2004        |   |      | 2003 | 
|                                     |  |                  |        |   |             |   |      |      | 
|Balance, beginning of period         |  | $                |       |   |             | $ | 114  |      |  | $ | 47  |  
|Provision for uncollectible accounts |  |                  | 2,306  |   |             |   | 152  |      |  |   | 125 |  
|Deductions                           |  |                  | (1,896 | ) |             |   | (169 | )    |  |   | (58 | )
|                                     |  |                  |        |   |             |   |      |      | 
|Balance end of period                |  | $                | 410    |   |             | $ | 97   |      |  | $ | 114 |  
|                                     |  |                  |        |   |             |   |      |      | 



| |                                                                 
| | ----------------------------------------------------------------
| | Costs related to third party development consulting
    services





| |                    
| | -------------------
| | Advertising expense





| |                   
| | ------------------
| | Minority interests





| |                    
| | -------------------
| | Segment information

Disclosures about Segments of an Enterprise and Related
Information,




| |                         
| | ------------------------
| | Stock-based compensation

Accounting for
Stock Issued to Employees,


F-15



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




| |                                    
| | -----------------------------------
| | Fair value of financial instruments

Disclosure about the Fair Value of Financial
Instruments,




| |                                 
| | --------------------------------
| | Recent accounting pronouncements

Exchange of
Nonmonetary Assets, Accounting for
Nonmonetary Transactions


Share-Based Payment Accounting for
Stock-Based Compensation Accounting for Stock Issued to Employees.


Accounting for Conditional Asset Retirement
Obligations  an interpretation of FASB Statement
No. 143 Accounting
for Asset Retirement Obligations


F-16



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




04-5: Determining Whether a General Partner, or the General
Partners as a Group, Controls a Limited Partnership or Similar
Entity When the Limited Partners Have Certain Rights 04-5). 04-5 04-5 04-5




|   |             
|-- | ------------
|4. | Income taxes





|                                                |  |   |     |  
|----------------------------------------------- |  | - | --- | -
|Deferred tax assets:                            |  |   |     |  
|Deferred revenue                                |  | $ | 458 |  
|Depreciation                                    |  |   | 39  |  
|Accrued expenses                                |  |   | 109 |  
|Straight line rent                              |  |   | 3   |  
|                                                |  |   |    
|Total deferred tax assets                       |  |   | 609 |  
|Deferred tax liability:                         |  |   |     |  
|Amortization of management contracts intangible |  |   | (59 | )
|                                                |  |   |    
|Net deferred tax assets                         |  | $ | 550 |  
|                                                |  |   |    

F-17



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




|                 |  |   |      |  
|---------------- |  | - | ---- | -
|Deferred:        |  |   |      |  
|Federal          |  | $ | (182 | )
|State            |  |   | (27  | )
|                 |  |   |     
|Deferred benefit |  |   | (209 | )
|                 |  |   |     
|Current:         |  |   |      |  
|Federal          |  |   | 525  |  
|State            |  |   | 181  |  
|                 |  |   |     
|Current expense  |  |   | 706  |  
|                 |  |   |     
|Total provision  |  | $ | 497  |  
|                 |  |   |     



|                                                                       |  |   |     | 
|---------------------------------------------------------------------- |  | - | --- | 
|Tax provision at U.S. statutory rates on TRS income subject
    to tax |  | $ | 381 | 
|State income tax, net of federal benefit                               |  |   | 114 | 
|Other                                                                  |  |   | 2   | 
|                                                                       |  |   |    
|Tax provision                                                          |  | $ | 497 | 
|                                                                       |  |   |    



|   |                             
|-- | ----------------------------
|5. | Student housing acquisitions



F-18



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




|                                              |  |                 |         |   |               |   |          |  
|--------------------------------------------- |  | --------------- | ------- | - | ------------- | - | -------- | -
|                                              |  | EDR Predecessor |         |   | JPI Portfolio |  
|                                              |  |                 |         |   |               |  
|Current assets and restricted cash            |  | $               | 6,175   |   |               | $ | 3,093    |  
|Student housing properties                    |  |                 | 117,587 |   |               |   | 403,380  |  
|Goodwill and other intangibles                |  |                 | 4,225   |   |               |   | 3,562    |  
|Carryover basis at historical cost            |  |                 | 17,382  |   |               |   |         |  
|Other                                         |  |                 | 352     |   |               |   | 719      |  
|                                              |  |                 |         |   |               |  
|Total assets acquired                         |  |                 | 145,721 |   |               |   | 410,754  |  
|Current liabilities                           |  |                 | (6,625  | ) |               |   | (4,650   | )
|Mortgage debt assumed net of premium/discount |  |                 | (83,099 | ) |               |   | (310,448 | )
|Acquisition costs                             |  |                 | (1,272  | ) |               |   | (7,540   | )
|                                              |  |                 |         |   |               |  
|Purchase price                                |  | $               | 54,725  |   |               | $ | 88,116   |  
|                                              |  |                 |         |   |               |  



|                                              |  |                        |         |  
|--------------------------------------------- |  | ---------------------- | ------- | -
|                                              |  | Preliminary allocation |        
|                                              |  | student housing        |        
|                                              |  | acquisitions           |        
|                                              |  |                        |        
|Current assets and restricted cash            |  | $                      | 791     |  
|Student housing properties                    |  |                        | 117,390 |  
|Goodwill and other intangibles                |  |                        | 1,209   |  
|Other                                         |  |                        | 443     |  
|                                              |  |                        |        
|Total assets acquired                         |  |                        | 119,833 |  
|Current liabilities                           |  |                        | (1,668  | )
|Mortgage debt assumed net of premium/discount |  |                        | (51,408 | )
|Acquisition costs                             |  |                        | (1,231  | )
|                                              |  |                        |        
|Purchase price                                |  | $                      | 65,526  |  
|                                              |  |                        |        



F-19



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




|                   |  |      |         |   |      |   |         |  
|------------------ |  | ---- | ------- | - | ---- | - | ------- | -
|                   |  | 2005 |         |   | 2004 |  
|                   |  |      |         |   |      |  
|Pro forma revenue  |  | $    | 101,157 |   |      | $ | 93,375  |  
|Pro forma net loss |  |      | (15,362 | ) |      |   | (12,169 | )
|Loss per share     |  |      | (.67    | ) |      |   |         |  





|   |                           
|-- | --------------------------
|6. | Student housing properties



|                                  |  |                  |         |   |             |   |         |  
|--------------------------------- |  | ---------------- | ------- | - | ----------- | - | ------- | -
|                                  |  | Education Realty |         |   | EDR         |  
|                                  |  | Trust, Inc.      |         |   | Predecessor |  
|                                  |  |                  |         |   |             |  
|                                  |  | 2005             |         |   | 2004        |  
|                                  |  |                  |         |   |             |  
|Land                              |  | $                | 50,818  |   |             | $ | 11,638  |  
|Land improvements                 |  |                  | 44,802  |   |             |   | 93      |  
|Construction in progress          |  |                  | 542     |   |             |   |        |  
|Buildings                         |  |                  | 512,544 |   |             |   | 80,271  |  
|Furniture, fixtures and equipment |  |                  | 34,809  |   |             |   | 9,010   |  
|                                  |  |                  |         |   |             |  
|                                  |  |                  | 643,515 |   |             |   | 101,012 |  
|Less accumulated depreciation     |  |                  | (23,210 | ) |             |   | (17,227 | )
|                                  |  |                  |         |   |             |  
|Student housing properties, net   |  | $                | 620,305 |   |             | $ | 83,785  |  
|                                  |  |                  |         |   |             |  

F-20



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




|                                |  |              |         |              |      |               |        |              |             |   |             |  |  |              |         |               |      |   |       |              |             |   |        |         |  |                 |         |  |             |   |         |  |  |   |        |  |  |  |          | 
|------------------------------- |  | ------------ | ------- | ------------ | ---- | ------------- | ------ | ------------ | ----------- | - | ----------- |  |  | ------------ | ------- | ------------- | ---- | - | ----- | ------------ | ----------- | - | ------ | ------- |  | --------------- | ------- |  | ----------- | - | ------- |  |  | - | ------ |  |  |  | -------- | 
|                                |  |              |         | Initial Cost |      |               |        |              | Total Costs |   |             |  |  |             
|                                |  |              |         |              |      |               | Cost   |              |             |   |             |  |  |              |        
|                                |  |              |         |              |      | Buildings and |        |              |             |   | Capitalized |  |  |              |         | Buildings and |      |   |       |              | Accumulated |   |        | Date of | 
|Property(3)                     |  | Encumbrances |         |              | Land |               |        | Improvements |             |   | Total       |  |  | Subsequently |         |               | Land |   |       | Improvements |             |   | Total  |         |  | Depreciation(4) |         |  | Acquisition |  
|                                |  |              |         |              |      |               |        |              |             |   |             |  |  |              |         |               |      |   |       |              |             |   |        |         |  |                 |         |  |             |  
|University Towers               |  | $            | 23,996  |              |      | $             | 2,195  |              |             | $ | 31,035      |  |  | $            | 33,230  |               |      | $ | 223   |              |             | $ | 2,195  |         |  | $               | 31,258  |  |             | $ | 33,453  |  |  | $ | 1,372  |  |  |  | 01/31/05 | 
|The Gables                      |  |              | 4,499   |              |      |               | 198    |              |             |   | 5,099       |  |  |              | 5,297   |               |      |   | 40    |              |             |   | 198    |         |  |                 | 5,139   |  |             |   | 5,337   |  |  |   | 245    |  |  |  | 01/31/05 | 
|The Reserve at Athens           |  |              |        |              |      |               | 1,740  |              |             |   | 17,985      |  |  |              | 19,725  |               |      |   | 93    |              |             |   | 1,740  |         |  |                 | 18,078  |  |             |   | 19,818  |  |  |   | 727    |  |  |  | 01/31/05 | 
|Players Club                    |  |              |        |              |      |               | 727    |              |             |   | 7,498       |  |  |              | 8,225   |               |      |   | 67    |              |             |   | 727    |         |  |                 | 7,565   |  |             |   | 8,292   |  |  |   | 304    |  |  |  | 01/31/05 | 
|College Station                 |  |              |        |              |      |               | 244    |              |             |   | 2,190       |  |  |              | 2,434   |               |      |   | 80    |              |             |   | 244    |         |  |                 | 2,270   |  |             |   | 2,514   |  |  |   | 160    |  |  |  | 01/31/05 | 
|The Reserve at Clemson          |  |              | 11,810  |              |      |               | 625    |              |             |   | 18,230      |  |  |              | 18,855  |               |      |   | 68    |              |             |   | 625    |         |  |                 | 18,298  |  |             |   | 18,923  |  |  |   | 783    |  |  |  | 01/31/05 | 
|NorthPointe                     |  |              | 18,562  |              |      |               | 2,498  |              |             |   | 27,323      |  |  |              | 29,821  |               |      |   | 151   |              |             |   | 2,498  |         |  |                 | 27,474  |  |             |   | 29,972  |  |  |   | 1,061  |  |  |  | 01/31/05 | 
|The Pointe at South Florida     |  |              | 23,900  |              |      |               | 3,508  |              |             |   | 30,510      |  |  |              | 34,018  |               |      |   | 242   |              |             |   | 3,508  |         |  |                 | 30,752  |  |             |   | 34,260  |  |  |   | 1,336  |  |  |  | 01/31/05 | 
|The Reserve on Perkins(1)       |  |              |         |              |      |               | 913    |              |             |   | 15,795      |  |  |              | 16,708  |               |      |   | 222   |              |             |   | 913    |         |  |                 | 16,017  |  |             |   | 16,930  |  |  |   | 698    |  |  |  | 01/31/05 | 
|The Commons at Knoxville        |  |              | 32,000  |              |      |               | 4,630  |              |             |   | 18,386      |  |  |              | 23,016  |               |      |   | 166   |              |             |   | 4,630  |         |  |                 | 18,552  |  |             |   | 23,182  |  |  |   | 789    |  |  |  | 01/31/05 | 
|The Reserve at Tallahassee      |  |              |         |              |      |               | 2,743  |              |             |   | 21,176      |  |  |              | 23,919  |               |      |   | 195   |              |             |   | 2,743  |         |  |                 | 21,371  |  |             |   | 24,114  |  |  |   | 870    |  |  |  | 01/31/05 | 
|The Pointe at Western           |  |              | 21,600  |              |      |               | 1,096  |              |             |   | 30,647      |  |  |              | 31,743  |               |      |   | 118   |              |             |   | 1,096  |         |  |                 | 30,765  |  |             |   | 31,861  |  |  |   | 1,264  |  |  |  | 01/31/05 | 
|College Station at W. Lafayette |  |              | 14,800  |              |      |               | 1,887  |              |             |   | 19,528      |  |  |              | 21,415  |               |      |   | 93    |              |             |   | 1,887  |         |  |                 | 19,621  |  |             |   | 21,508  |  |  |   | 923    |  |  |  | 01/31/05 | 
|The Commons on Kinnear          |  |              | 14,700  |              |      |               | 1,327  |              |             |   | 20,803      |  |  |              | 22,130  |               |      |   | 108   |              |             |   | 1,327  |         |  |                 | 20,911  |  |             |   | 22,238  |  |  |   | 766    |  |  |  | 01/31/05 | 
|The Pointe at Penn State(2)     |  |              |         |              |      |               | 2,151  |              |             |   | 35,094      |  |  |              | 37,245  |               |      |   | 144   |              |             |   | 2,151  |         |  |                 | 35,238  |  |             |   | 37,389  |  |  |   | 1,369  |  |  |  | 01/31/05 | 
|The Reserve at Star Pass        |  |              | 50,740  |              |      |               | 1,584  |              |             |   | 30,810      |  |  |              | 32,394  |               |      |   | 189   |              |             |   | 1,584  |         |  |                 | 30,999  |  |             |   | 32,583  |  |  |   | 1,280  |  |  |  | 01/31/05 | 
|The Reserve at Columbia         |  |              | 19,400  |              |      |               | 1,071  |              |             |   | 26,134      |  |  |              | 27,205  |               |      |   | 112   |              |             |   | 1,071  |         |  |                 | 26,246  |  |             |   | 27,317  |  |  |   | 975    |  |  |  | 01/31/05 | 
|The Reserve on Frankford        |  |              | 14,500  |              |      |               | 1,181  |              |             |   | 26,758      |  |  |              | 27,939  |               |      |   | 167   |              |             |   | 1,181  |         |  |                 | 26,925  |  |             |   | 28,106  |  |  |   | 1,208  |  |  |  | 01/31/05 | 
|The Village on Tharpe           |  |              |        |              |      |               | 5,410  |              |             |   | 46,504      |  |  |              | 51,914  |               |      |   | 170   |              |             |   | 5,410  |         |  |                 | 46,674  |  |             |   | 52,084  |  |  |   | 1,846  |  |  |  | 01/31/05 | 
|The Lofts                       |  |              | 26,500  |              |      |               | 2,801  |              |             |   | 34,117      |  |  |              | 36,918  |               |      |   | 85    |              |             |   | 2,801  |         |  |                 | 34,202  |  |             |   | 37,003  |  |  |   | 1,190  |  |  |  | 01/31/05 | 
|The Reserve on West 31st        |  |              |        |              |      |               | 1,896  |              |             |   | 14,920      |  |  |              | 16,816  |               |      |   | 501   |              |             |   | 1,896  |         |  |                 | 15,421  |  |             |   | 17,317  |  |  |   | 667    |  |  |  | 01/31/05 | 
|Campus Creek                    |  |              |        |              |      |               | 2,251  |              |             |   | 21,604      |  |  |              | 23,855  |               |      |   | 349   |              |             |   | 2,251  |         |  |                 | 21,953  |  |             |   | 24,204  |  |  |   | 786    |  |  |  | 02/22/05 | 
|Pointe West                     |  |              | 11,148  |              |      |               | 2,318  |              |             |   | 10,924      |  |  |              | 13,242  |               |      |   | 191   |              |             |   | 2,318  |         |  |                 | 11,115  |  |             |   | 13,433  |  |  |   | 470    |  |  |  | 03/17/05 | 
|Campus Lodge                    |  |              | 37,313  |              |      |               | 2,746  |              |             |   | 44,415      |  |  |              | 47,161  |               |      |   | 114   |              |             |   | 2,746  |         |  |                 | 44,529  |  |             |   | 47,275  |  |  |   | 1,105  |  |  |  | 06/07/05 | 
|College Grove                   |  |              |        |              |      |               | 1,334  |              |             |   | 19,270      |  |  |              | 20,604  |               |      |   | 767   |              |             |   | 1,334  |         |  |                 | 20,037  |  |             |   | 21,371  |  |  |   | 738    |  |  |  | 04/27/05 | 
|The Reserve on South College    |  |              |        |              |      |               | 1,744  |              |             |   | 10,784      |  |  |              | 12,528  |               |      |   | 503   |              |             |   | 1,744  |         |  |                 | 11,287  |  |             |   | 13,031  |  |  |   | 278    |  |  |  | 07/06/05 | 
|                                |  |              |         |              |      |               |        |              |             |   |             |  |  |              |         |               |      |   |       |              |             |   |        |         |  |                 |         |  |             |  
|Totals                          |  | $            | 325,468 |              |      | $             | 50,818 |              |             | $ | 587,539     |  |  | $            | 638,357 |               |      | $ | 5,158 |              |             | $ | 50,818 |         |  | $               | 592,697 |  |             | $ | 643,515 |  |  | $ | 23,210 |  |  |  |          | 
|                                |  |              |         |              |      |               |        |              |             |   |             |  |  |              |         |               |      |   |       |              |             |   |        |         |  |                 |         |  |             |  






|    |                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|(1) | The Reserve on Perkins is cross collateralized with The Commons
    at Knoxville against the $32.0 million outstanding loan.           
|   
|(2) | The Pointe at Penn State is cross collateralized with The
    Reserve at Star Pass against the $50.7 million outstanding
    loan.     
|   
|(3) | All properties are garden-style student housing communities
    except for University Towers which is a traditional residence
    hall.
|   
|(4) | Assets have useful lives ranging from 3 to 40 years.                                                                                   

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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




|                                 |  |                  |         |   |                 |   |         |      |  |   |         | 
|-------------------------------- |  | ---------------- | ------- | - | --------------- | - | ------- | ---- |  | - | ------- | 
|                                 |  | Education Realty |         |   |                
|                                 |  | Trust, Inc.      |         |   | EDR Predecessor |  
|                                 |  |                  |         |   |                 |  
|                                 |  | 2005             |         |   | 2004            |   |         | 2003 | 
|                                 |  |                  |         |   |                 |   |         |      | 
|Balance, beginning of the period |  | $                |        |   |                 | $ | 100,495 |      |  | $ | 99,946  | 
|Student housing acquisitions     |  |                  | 638,357 |   |                 |   |        |      |  |   |        | 
|Additions                        |  |                  | 5,513   |   |                 |   | 517     |      |  |   | 549     | 
|Disposals                        |  |                  | (355    | ) |                 |   |        |      |  |   |        | 
|                                 |  |                  |         |   |                 |   |         |      | 
|Balance, end of the period       |  | $                | 643,515 |   |                 | $ | 101,012 |      |  | $ | 100,495 | 
|                                 |  |                  |         |   |                 |   |         |      | 



|                                 |  |                  |        |   |                 |   |        |      |  |   |        | 
|-------------------------------- |  | ---------------- | ------ | - | --------------- | - | ------ | ---- |  | - | ------ | 
|                                 |  | Education Realty |        |   |                
|                                 |  | Trust, Inc.      |        |   | EDR Predecessor |  
|                                 |  |                  |        |   |                 |  
|                                 |  | 2005             |        |   | 2004            |   |        | 2003 | 
|                                 |  |                  |        |   |                 |   |        |      | 
|Balance, beginning of the period |  | $                |       |   |                 | $ | 14,107 |      |  | $ | 11,046 | 
|Depreciation                     |  |                  | 23,219 |   |                 |   | 3,120  |      |  |   | 3,061  | 
|Disposals                        |  |                  | (9     | ) |                 |   |       |      |  |   |       | 
|                                 |  |                  |        |   |                 |   |        |      | 
|Balance, end of the period       |  | $                | 23,210 |   |                 | $ | 17,227 |      |  | $ | 14,107 | 
|                                 |  |                  |        |   |                 |   |        |      | 



|   |                                       
|-- | --------------------------------------
|7. | Investments in unconsolidated entities



|                                                                        |  |             |      |   |             |   |      |  
|----------------------------------------------------------------------- |  | ----------- | ---- | - | ----------- | - | ---- | -
|                                                                        |  | Education   |      |   |            
|                                                                        |  | Realty      |      |   | EDR         |  
|                                                                        |  | Trust, Inc. |      |   | Predecessor |  
|                                                                        |  |             |      |   |             |  
|                                                                        |  | 2005        |      |   | 2004        |  
|                                                                        |  |             |      |   |             |  
|Financial Position:                                                     |  |             |      |   |             |   |      |  
|Total assets                                                            |  | $           | 80   |   |             | $ | 111  |  
|Total liabilities                                                       |  |             | 340  |   |             |   | 375  |  
|                                                                        |  |             |      |   |             |  
|Deficit                                                                 |  |             | (260 | ) |             |   | (264 | )
|                                                                        |  |             |      |   |             |  
|Trusts and EDR Predecessors investment in
    unconsolidated entities |  | $           | (130 | ) |             | $ | (124 | )
|                                                                        |  |             |      |   |             |  

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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)


|                                                                                |  |                  |       |  |                 |   |       |      |  |   |       | 
|------------------------------------------------------------------------------- |  | ---------------- | ----- |  | --------------- | - | ----- | ---- |  | - | ----- | 
|                                                                                |  | Education Realty |       |  | EDR Predecessor |  
|                                                                                |  | Trust, Inc.      |       |  |                 |  
|                                                                                |  | 2005             |       |  | 2004            |   |       | 2003 | 
|                                                                                |  |                  |       |  |                 |   |       |      | 
|Results of Operations:                                                          |  |                  |       |  |                 |   |       |      |  |   |       | 
|Revenues                                                                        |  | $                | 1,770 |  |                 | $ | 2,272 |      |  | $ | 1,523 | 
|Net income                                                                      |  |                  | 1,720 |  |                 |   | 2,167 |      |  |   | 1,378 | 
|Trusts and EDR Predecessors equity in earnings of
    unconsolidated entities |  | $                | 853   |  |                 | $ | 1,002 |      |  | $ | 629   | 





|   |                
|-- | ---------------
|8. | Incentive plans





F-23



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)








|                                 |  |       |         |  |                  |  |         |       |  |  |         | 
|-------------------------------- |  | ----- | ------- |  | ---------------- |  | ------- | ----- |  |  | ------- | 
|                                 |  | PIUs |         |  | Restricted Stock |  |         | Total | 
|                                 |  |       |         |  |                  |  |         |       | 
|Initial issuance                 |  |       | 220,000 |  |                  |  | 174,000 |       |  |  | 394,000 | 
|Granted                          |  |       | 25,000  |  |                  |  | 12,000  |       |  |  | 37,000  | 
|                                 |  |       |         |  |                  |  |         |       | 
|Outstanding at December 31, 2005 |  |       | 245,000 |  |                  |  | 186,000 |       |  |  | 431,000 | 
|                                 |  |       |         |  |                  |  |         |       | 
|Vested at December 31, 2005      |  |       | 245,000 |  |                  |  | 38,889  |       |  |  | 283,889 | 
|                                 |  |       |         |  |                  |  |         |       | 



|   |     
|-- | ----
|9. | Debt



| |                                            
| | -------------------------------------------
| | Notes payable and revolving credit facility





F-24



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)














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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




| |              
| | -------------
| | Mortgage debt



|                                                  |  |                |         |   |                   |  |      |          |  |  |              |  |  |  |         | 
|------------------------------------------------- |  | -------------- | ------- | - | ----------------- |  | ---- | -------- |  |  | ------------ |  |  |  | ------- | 
|                                                  |  | Outstanding at |         |   |                   |  |      |          | 
|                                                  |  | December 31,   |         |   | Contractual Fixed |  |      | Maturity |  |  |             
|Property                                          |  | 2005           |         |   | Interest Rate     |  |      | Date     |  |  | Amortization | 
|                                                  |  |                |         |   |                   |  |      |          |  |  |              | 
|University Towers                                 |  | $              | 23,996  |   |                   |  | 6.77 | %        |  |  | 3/1/2008     |  |  |  | 30 Year | 
|The Reserve at Clemson                            |  |                | 11,810  |   |                   |  | 6.63 | %        |  |  | 5/1/2007     |  |  |  | 30 Year | 
|The Gables                                        |  |                | 4,499   |   |                   |  | 5.50 | %        |  |  | 11/1/2013    |  |  |  | 30 Year | 
|NorthPointe                                       |  |                | 18,562  |   |                   |  | 6.63 | %        |  |  | 5/1/2007     |  |  |  | 30 Year | 
|The Pointe at S. Florida                          |  |                | 23,900  |   |                   |  | 5.48 | %        |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Pointe at Western                             |  |                | 21,600  |   |                   |  | 5.48 | %        |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Lofts                                         |  |                | 26,500  |   |                   |  | 3.49 | %        |  |  | 4/5/2007     |  |  |  | 30 Year | 
|The Reserve on Perkins/The Commons at Knoxville   |  |                | 32,000  |   |                   |  | 5.48 | %        |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Pointe at Penn State/The Reserve at Star Pass |  |                | 50,740  |   |                   |  | 5.48 | %        |  |  | 7/7/2009     |  |  |  | 30 Year | 
|Campus Lodge                                      |  |                | 37,313  |   |                   |  | 6.97 | %        |  |  | 5/1/2012     |  |  |  | 30 Year | 
|Pointe West                                       |  |                | 11,148  |   |                   |  | 4.92 | %        |  |  | 8/1/2014     |  |  |  | 30 Year | 
|College Station at W. Lafayette                   |  |                | 14,800  |   |                   |  | 5.48 | %        |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Commons on Kinnear                            |  |                | 14,700  |   |                   |  | 5.48 | %        |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Reserve at Frankford                          |  |                | 14,500  |   |                   |  | 5.48 | %        |  |  | 7/7/2009     |  |  |  | 30 Year | 
|The Reserve at Columbia                           |  |                | 19,400  |   |                   |  | 5.48 | %        |  |  | 7/7/2009     |  |  |  | 30 Year | 
|                                                  |  |                |         |   |                   |  |      |          |  |  |              | 
|Total debt /weighted average rate                 |  | $              | 325,468 |   |                   |  | 5.67 | %        |  |  |              |  |  |  |         | 
|Unamortized premium                               |  |                | 2,867   |   |                   |  |      |          |  |  |              |  |  |  |         | 
|                                                  |  |                |         |   |                   |  |      |          |  |  |              | 
|Total mortgage loans net of unamortized premium   |  |                | 328,335 |   |                   |  |      |          |  |  |              |  |  |  |         | 
|Less current portion of long-term debt            |  |                | (2,932  | ) |                   |  |      |          |  |  |              |  |  |  |         | 
|                                                  |  |                |         |   |                   |  |      |          |  |  |              | 
|Total long-term debt, net of current portion      |  | $              | 325,403 |   |                   |  |      |          |  |  |              |  |  |  |         | 
|                                                  |  |                |         |   |                   |  |      |          |  |  |              | 

F-26



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




|                                                         |  |   |         | 
|-------------------------------------------------------- |  | - | ------- | 
|Year                                                     |  |  
|                                                         |  |  
|2006                                                     |  | $ | 2,932   | 
|2007                                                     |  |   | 61,233  | 
|2008                                                     |  |   | 27,618  | 
|2009                                                     |  |   | 183,748 | 
|2010                                                     |  |   | 888     | 
|Thereafter                                               |  |   | 49,049  | 
|                                                         |  |   |        
|Total                                                    |  | $ | 325,468 | 
|Debt premium                                             |  |   | 2,867   | 
|                                                         |  |   |        
|Outstanding as of December 31, 2005, net of debt premium |  | $ | 328,335 | 
|                                                         |  |   |        



|                                          |  |                  |          |   |                 |   |     |      |  |   |        |   |  |   |        |  
|----------------------------------------- |  | ---------------- | -------- | - | --------------- | - | --- | ---- |  | - | ------ | - |  | - | ------ | -
|                                          |  | Education Realty |          |   |                
|                                          |  | Trust, Inc.      |          |   | EDR Predecessor |  
|                                          |  |                  |          |   |                 |  
|                                          |  | 2005             |          |   | 2004            |   |     | 2004 |  |   | 2003   |  
|                                          |  |                  |          |   |                 |   |     |      |  |   |        |  
|Balance, beginning of period              |  | $                | 497      |   |                 | $ |    |      |  | $ | 82,204 |   |  | $ | 82,959 |  
|Assumption of mortgage debt at fair value |  |                  | 444,964  |   |                 |   |    |      |  |   |       |   |  |   |       |  
|Additions                                 |  |                  | 6        |   |                 |   | 497 |      |  |   |       |   |  |   | 200    |  
|Repayments of principal                   |  |                  | (116,768 | ) |                 |   |    |      |  |   | (1,093 | ) |  |   | (955   | )
|Amortization of premium                   |  |                  | (364     | ) |                 |   |    |      |  |   |       |   |  |   |       |  
|                                          |  |                  |          |   |                 |   |     |      |  |   |        |  
|Balance, end of period                    |  | $                | 328,335  |   |                 | $ | 497 |      |  | $ | 81,111 |   |  | $ | 82,204 |  
|                                          |  |                  |          |   |                 |   |     |      |  |   |        |  



|    |         
|--- | --------
|10. | Segments



F-27



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




|                                                |                                                                 |                  |   |         |                 |  |   |        |   |  |   |        |  
|----------------------------------------------- | --------------------------------------------------------------- | ---------------- | - | ------- | --------------- |  | - | ------ | - |  | - | ------ | -
|                                                |                                                                 | Education Realty |   |         | EDR Predecessor | 
|                                                |                                                                 | Trust, Inc.      |   |         |                 | 
|                                                |                                                                 | 2005             |   |         | 2004            |  |   | 2003   |  
|                                                |                                                                 |                  |   |         |                 |  |   |        |  
|Student Housing Leasing                         |                                                                 |                  |   |         |                 |  |   |        |   |  |   |       
|                                                | Rental revenues                                                 |                  | $ | 75,877  |                 |  | $ | 16,353 |   |  | $ | 15,293 |  
|                                                | Food service revenue                                            |                  |   | 3,491   |                 |  |   | 4,680  |   |  |   | 4,681  |  
|                                                |                                                                 |                  |   |         |                 |  |   |        |  
|                                                | Total revenues from external customers                          |                  |   | 79,368  |                 |  |   | 21,033 |   |  |   | 19,974 |  
|                                                | Rental expenses                                                 |                  |   | 37,794  |                 |  |   | 7,786  |   |  |   | 7,560  |  
|                                                | Food service expenses                                           |                  |   | 3,275   |                 |  |   | 2,758  |   |  |   | 2,644  |  
|                                                | Intersegment expense                                            |                  |   | 2,644   |                 |  |   | 973    |   |  |   | 959    |  
|                                                |                                                                 |                  |   |         |                 |  |   |        |  
|                                                | Net operating income                                            |                  | $ | 35,655  |                 |  | $ | 9,516  |   |  | $ | 8,811  |  
|                                                |                                                                 |                  |   |         |                 |  |   |        |  
|                                                | Depreciation and amortization                                   |                  | $ | 30,271  |                 |  | $ | 3,283  |   |  | $ | 3,235  |  
|                                                |                                                                 |                  |   |         |                 |  |   |        |  
|                                                | Interest expense                                                |                  | $ | 16,307  |                 |  | $ | 5,623  |   |  | $ | 5,597  |  
|                                                |                                                                 |                  |   |         |                 |  |   |        |  
|                                                | Total segment assets, end of the period                         |                  | $ | 638,312 |                 |  | $ | 88,166 |   |  | $ | 90,976 |  
|                                                |                                                                 |                  |   |         |                 |  |   |        |  
|Student Housing Development Consulting Services |                                                                 |                  |   |         |                 |  |   |        |   |  |   |       
|                                                | Development consulting fees                                     |                  | $ | 1,759   |                 |  | $ | 392    |   |  | $ | 691    |  
|                                                | Operating expense reimbursements                                |                  |   | 848     |                 |  |   | 311    |   |  |   | 386    |  
|                                                |                                                                 |                  |   |         |                 |  |   |        |  
|                                                | Total revenues from external customers                          |                  |   | 2,607   |                 |  |   | 703    |   |  |   | 1,077  |  
|                                                | Development consulting expenses                                 |                  |   |         |                 |  |   | 136    |   |  |   | 184    |  
|                                                | General and administrative                                      |                  |   | 1,339   |                 |  |   | 838    |   |  |   | 675    |  
|                                                | Reimbursable operating expenses                                 |                  |   | 848     |                 |  |   | 311    |   |  |   | 386    |  
|                                                | Corporate overhead allocation                                   |                  |   | 906     |                 |  |   | 355    |   |  |   | 386    |  
|                                                |                                                                 |                  |   |         |                 |  |   |        |  
|                                                | Net operating income (loss)                                     |                  | $ | (486    | )               |  | $ | (937   | ) |  | $ | (554   | )
|                                                |                                                                 |                  |   |         |                 |  |   |        |  
|                                                | Interest income                                                 |                  |   | 6       |                 |  |   |        |   |  |   |        |  
|                                                | Equity in earnings of unconsolidated entities                   |                  | $ | 880     |                 |  | $ | 1,002  |   |  | $ | 629    |  
|                                                |                                                                 |                  |   |         |                 |  |   |        |  
|                                                | Total segment assets, end of period (includes goodwill of $921) |                  | $ | 1,825   |                 |  | $ | 38     |   |  | $ | 109    |  
|                                                |                                                                 |                  |   |         |                 |  |   |        |  

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EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)


|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |   |  |   |        |   | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------- | ---------------------------------------------------------- | - | ------- | --------------- |  | - | ------ | - |  | - | ------ | - | 
|                                                                                                                                                                         |                                                                   | Education Realty                                           |   |         |                
|                                                                                                                                                                         |                                                                   | Trust, Inc.                                                |   |         | EDR Predecessor | 
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 | 
|                                                                                                                                                                         |                                                                   | Year Ended December 31,                                    |  
|                                                                                                                                                                         |                                                                   |                                                            |  
|                                                                                                                                                                         |                                                                   | 2005                                                       |   |         | 2004            |  |   | 2003   |  
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  
|Student Housing Management Services                                                                                                                                      |                                                                   |                                                            |   |         |                 |  |   |        |   |  |   |       
|                                                                                                                                                                         | Management fees from external customers                           |                                                            | $ | 1,968   |                 |  | $ | 1,326  |   |  | $ | 1,026  |  
|                                                                                                                                                                         | Operating expense reimbursements                                  |                                                            |   | 5,846   |                 |  |   | 4,912  |   |  |   | 4,052  |  
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  
|                                                                                                                                                                         | Total revenues from external customers                            |                                                            |   | 7,814   |                 |  |   | 6,238  |   |  |   | 5,078  |  
|                                                                                                                                                                         | Intersegment revenues                                             |                                                            |   | 2,644   |                 |  |   | 973    |   |  |   | 959    |  
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  
|                                                                                                                                                                         | Total revenues                                                    |                                                            |   | 10,458  |                 |  |   | 7,211  |   |  |   | 6,037  |  
|                                                                                                                                                                         | General and administrative expenses                               |                                                            |   | 2,037   |                 |  |   | 1,556  |   |  |   | 1,313  |  
|                                                                                                                                                                         | Reimbursable operating expenses                                   |                                                            |   | 5,846   |                 |  |   | 4,912  |   |  |   | 4,052  |  
|                                                                                                                                                                         | Corporate overhead allocation                                     |                                                            |   | 1,932   |                 |  |   | 660    |   |  |   | 716    |  
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  
|                                                                                                                                                                         | Net operating income (loss)                                       |                                                            | $ | 643     |                 |  | $ | 83     |   |  | $ | (44    | )
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  
|                                                                                                                                                                         | Total segment assets, end of period (includes goodwill of $2,149) |                                                            | $ | 5,084   |                 |  | $ | 670    |   |  | $ | 839    |  
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  
|Reconciliation of segment net operating income (loss) before
    taxes and minority interest to the Trusts net operating
    income before taxes and minority interest: |                                                                   |                                                            |   |         |                 |  |   |        |   |  |   |       
|                                                                                                                                                                         | Total segment revenues                                            |                                                            | $ | 92,433  |                 |  | $ | 28,947 |   |  | $ | 27,088 |  
|                                                                                                                                                                         | Elimination of intersegment revenues                              |                                                            |   | (2,644  | )               |  |   | (973   | ) |  |   | (959   | )
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  
|                                                                                                                                                                         | Total consolidated revenues                                       |                                                            | $ | 89,789  |                 |  | $ | 27,974 |   |  | $ | 26,129 |  
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  
|                                                                                                                                                                         | Segment net operating income before taxes and minority interest   |                                                            | $ | 35,812  |                 |  | $ | 8,662  |   |  | $ | 8,213  |  
|                                                                                                                                                                         | Depreciation and amortization                                     |                                                            |   | 31,072  |                 |  |   | 3,283  |   |  |   | 3,235  |  
|                                                                                                                                                                         | Interest                                                          |                                                            |   | 16,665  |                 |  |   | 5,623  |   |  |   | 5,597  |  
|                                                                                                                                                                         | Interest income                                                   |                                                            |   | (1,303  | )               |  |   |       |   |  |   |       |  
|                                                                                                                                                                         | Equity in earnings of unconsolidated entities                     |                                                            |   | (880    | )               |  |   | (1,002 | ) |  |   | (629   | )
|                                                                                                                                                                         | Unallocated corporate amounts:                                    |                                                            |   |         |                 |  |   |        |   |  |   |        |  
|                                                                                                                                                                         |                                                                   | Non cash compensation charge for PIUs and restricted stock |   |         | 4,679           |  |   |        |  |  |   |        |  | 
|                                                                                                                                                                         |                                                                   | Other corporate expenses                                   |   |         | 1,656           |  |   |        |  |  |   |        |  | 
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  
|                                                                                                                                                                         | Net income (loss) before taxes and minority interest              |                                                            | $ | (16,077 | )               |  | $ | 758    |   |  | $ | 10     |  
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  
|Reconciliation of segment assets at December 31, 2005 to
    the Trusts total assets as of December 31, 2005:                                                           |                                                                   |                                                            |   |         |                 |  |   |        |   |  |   |       
|                                                                                                                                                                         | Total segment assets, end of period (includes goodwill of $3,070) |                                                            | $ | 645,221 |                 |  | $ | 88,874 |   |  | $ | 91,924 |  
|                                                                                                                                                                         | Unallocated corporate amounts:                                    |                                                            |   |         |                 |  |   |        |   |  |   |        |  
|                                                                                                                                                                         |                                                                   | Cash                                                       |   |         | 52,689          |  |   |        |  |  |   |        |  | 
|                                                                                                                                                                         |                                                                   | Other assets                                               |   |         | 4,870           |  |   |        |  |  |   |        |  | 
|                                                                                                                                                                         |                                                                   | Deferred financing costs, net                              |   |         | 1,269           |  |   |        |  |  |   |        |  | 
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  
|                                                                                                                                                                         | Total assets, December 31, 2005                                   |                                                            | $ | 704,049 |                 |  | $ | 88,874 |   |  | $ | 91,924 |  
|                                                                                                                                                                         |                                                                   |                                                            |   |         |                 |  |   |        |  

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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)




|    |                           
|--- | --------------------------
|11. | Related party transactions











|    |                  
|--- | -----------------
|12. | Lease commitments





|            |  |      |     | 
|----------- |  | ---- | --- | 
|Year Ending |  | 2005 |    
|            |  |      |    
|2006        |  | $    | 437 | 
|2007        |  |      | 433 | 
|2008        |  |      | 430 | 
|2009        |  |      | 352 | 
|2010        |  |      | 1   | 
|Thereafter  |  |      |    | 



|    |                      
|--- | ---------------------
|13. | Employee savings plan



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EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)


3-year




|    |                 
|--- | ----------------
|14. | Accrued expenses



|                       |  |                  |       |  |                 |   |       | 
|---------------------- |  | ---------------- | ----- |  | --------------- | - | ----- | 
|                       |  | Education Realty |       |  |                
|                       |  | Trust, Inc       |       |  | EDR Predecessor |  
|                       |  | 2005             |       |  | 2004            |  
|                       |  |                  |       |  |                 |  
|Payroll                |  | $                | 1,331 |  |                 | $ | 241   | 
|Real estate taxes      |  |                  | 2,755 |  |                 |   | 283   | 
|Interest               |  |                  | 1,435 |  |                 |   | 450   | 
|Utilities              |  |                  | 419   |  |                 |   | 77    | 
|Other                  |  |                  | 1,355 |  |                 |   | 329   | 
|                       |  |                  |       |  |                 |  
|Total accrued expenses |  | $                | 7,295 |  |                 | $ | 1,380 | 
|                       |  |                  |       |  |                 |  



|    |                              
|--- | -----------------------------
|15. | Commitments and contingencies











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EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)










|    |                                            
|--- | -------------------------------------------
|16. | Quarterly financial information (unaudited)



|                                              |  |             |        |   |             |   |        |             |  |   |             |   |  |       |        |   |  |   |         |  
|--------------------------------------------- |  | ----------- | ------ | - | ----------- | - | ------ | ----------- |  | - | ----------- | - |  | ----- | ------ | - |  | - | ------- | -
|2005  The Trust                              |  | 1st Quarter |        |   | 2nd Quarter |   |        | 3rd Quarter |  |   | 4th Quarter |   |  | Total |       
|                                              |  |             |        |   |             |   |        |             |  |   |             |   |  |       |       
|Revenues                                      |  | $           | 13,660 |   |             | $ | 21,855 |             |  | $ | 23,814      |   |  | $     | 27,914 |   |  | $ | 87,243  |  
|Operating expenses                            |  |             | 17,045 |   |             |   | 22,275 |             |  |   | 26,719      |   |  |       | 21,364 |   |  |   | 87,403  |  
|Nonoperating expenses                         |  |             | 3,498  |   |             |   | 4,237  |             |  |   | 4,888       |   |  |       | 4,164  |   |  |   | 16,787  |  
|Equity in earnings of unconsolidated entities |  |             | 71     |   |             |   | 158    |             |  |   | 331         |   |  |       | 293    |   |  |   | 853     |  
|Income taxes (expense)/benefit                |  |             | 66     |   |             |   | 104    |             |  |   | (340        | ) |  |       | (327   | ) |  |   | (497    | )
|Minority interest                             |  |             | 431    |   |             |   | 335    |             |  |   | 618         |   |  |       | (344   | ) |  |   | 1,040   |  
|                                              |  |             |        |   |             |   |        |             |  |   |             |   |  |       |       
|Net income (loss)                             |  | $           | (6,315 | ) |             | $ | (4,060 | )           |  | $ | (7,184      | ) |  | $     | 2,008  |   |  | $ | (15,551 | )
|                                              |  |             |        |   |             |   |        |             |  |   |             |   |  |       |       

|                                              |  |             |       |  |             |   |       |             |  |   |             |   |  |       |       |  |  |   |        | 
|--------------------------------------------- |  | ----------- | ----- |  | ----------- | - | ----- | ----------- |  | - | ----------- | - |  | ----- | ----- |  |  | - | ------ | 
|2004  EDR Predecessor                        |  | 1st Quarter |       |  | 2nd Quarter |   |       | 3rd Quarter |  |   | 4th Quarter |   |  | Total |      
|                                              |  |             |       |  |             |   |       |             |  |   |             |   |  |       |      
|Revenues                                      |  | $           | 7,692 |  |             | $ | 6,414 |             |  | $ | 6,525       |   |  | $     | 7,343 |  |  | $ | 27,974 | 
|Operating expenses                            |  |             | 5,440 |  |             |   | 5,249 |             |  |   | 6,376       |   |  |       | 5,367 |  |  |   | 22,432 | 
|Nonoperating expenses                         |  |             | 1,445 |  |             |   | 1,440 |             |  |   | 1,452       |   |  |       | 1,449 |  |  |   | 5,786  | 
|Equity in earnings of unconsolidated entities |  |             | 422   |  |             |   | 374   |             |  |   | 137         |   |  |       | 69    |  |  |   | 1,002  | 
|                                              |  |             |       |  |             |   |       |             |  |   |             |   |  |       |      
|Net income (loss)                             |  | $           | 1,229 |  |             | $ | 99    |             |  | $ | (1,166      | ) |  | $     | 596   |  |  | $ | 758    | 
|                                              |  |             |       |  |             |   |       |             |  |   |             |   |  |       |      



|    |                  
|--- | -----------------
|17. | Subsequent events



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EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)






| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | Troy Place, a 408-bed community serving Troy State University in
    Troy, Ala.                          
|
| |  | Jacksonville Place, a 504-bed community serving Jacksonville
    State University in Jacksonville, Ala.  
|
| |  | Statesboro Place, a 528-bed community serving Georgia Southern
    University in Statesboro, Ga.         
|
| |  | Macon Place, a 336-bed community serving Macon State University
    in Macon, Ga.                        
|
| |  | Clayton Place I and II, with 854 beds serving Clayton College
    and State University in Morrow, Ga.    
|
| |  | Carrollton Place, a 336-bed community serving the State
    University of West Georgia in Carrollton, Ga.
|
| |  | River Place, a 504-bed community serving the State University of
    West Georgia in Carrollton, Ga.     
|
| |  | Murray Place, a 408-bed community serving Murray State
    University in Murray, Ky.                     
|
| |  | Western Place, a 504-bed community serving Western Kentucky
    University in Bowling Green, Ky.         
|
| |  | Cape Place, a 360-bed community serving SE Missouri State
    University in Cape Girardeau, Mo.          
|
| |  | Clemson Place, a 288-bed community serving Clemson University in
    Clemson, S.C.                       
|
| |  | Berkeley Place, a 480-bed community serving Clemson University
    in Clemson, S.C.                      
|
| |  | Martin Place, a 384-bed community serving the University of
    Tennessee at Martin in Martin, Tenn.     







| |   |                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 1,376,472 shares of common stock issued or issuable upon
    redemption of limited partnership units of Education Realty
    Operating Partnership, LP, our operating partnership subsidiary,
    which units were issued to selling stockholders on
    January 31, 2005, in connection with our acquisition of
    properties in our formation transactions;                          
|
| |  | 269,757 shares of common stock issued or issuable upon
    redemption of limited partnership units of University Towers
    Operating Partnership, L.P., our subsidiary partnership that
    owns our University Towers properties, which units were issued
    to selling stockholders on January 31, 2005, in connection
    with our acquisition of the University Towers properties;
|
| |  | 250,000 shares of common stock issuable upon exercise of a
    warrant granted to JPI Investment Company, L.P. on
    January 31, 2005, in connection with our acquisition of
    properties in our formation transactions; and                                                                                                                                                         
|
| |  | 4,375,000 shares of common stock issued to selling
    stockholders on September 30, 2005, in connection with our
    private placement of shares of our common stock.                                                                                                                                                                                                                  



F-33



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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND


SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR


NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS  (Continued)


(Amounts in thousands, except share and per share data)














F-34



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##### Table of Contents






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




















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##### Table of Contents



NATIONAL DEVELOPMENT/ALLEN & OHARA CUPA,
LLC





BALANCE SHEETS


December 31, 2005 (unaudited) and 2004


|                                       |                                       |                |      |     |      |   |   |   | 
|-------------------------------------- | ------------------------------------- | -------------- | ---- | --- | ---- | - | - | - | 
|                                       |                                       | 2005           |      |     | 2004 |  
|                                       |                                       |                |      |     |      |  
|                                       |                                       | (In thousands) |     
|ASSETS                                
|Current assets:                        |                                       |                |      |     |      |   |   |  
|                                       | Cash                                  |                | $    | 1   |      |   | $ | 8 | 
|                                       | Receivables                           |                |      |    |      |   |   | 1 | 
|                                       |                                       |                |      |     |      |  
|Total assets                           |                                       | $              | 1    |     |      | $ | 9 |  
|                                       |                                       |                |      |     |      |  
|                                      
|LIABILITIES AND MEMBERS DEFICIT      
|Current liabilities:                   |                                       |                |      |     |      |   |   |  
|                                       | Accounts payable and accrued expenses |                | $    |    |      |   | $ |  | 
|                                       | Deferred development revenue          |                |      | 146 |      |   |   |  | 
|                                       |                                       |                |      |     |      |  
|                                       | Total current liabilities             |                |      | 146 |      |   |   |  | 
|Commitments and contingencies          |                                       |                |      |     |      |   |   |  
|Members equity (deficit)              |                                       |                | (145 | )   |      |   | 9 |  
|                                       |                                       |                |      |     |      |  
|Total liabilities and members deficit |                                       | $              | 1    |     |      | $ | 9 |  
|                                       |                                       |                |      |     |      |  

See accompanying notes to financial statements.


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NATIONAL DEVELOPMENT/ ALLEN & OHARA CUPA,
LLC





STATEMENTS OF OPERATIONS


For the years ended December 31, 2005
(unaudited) and 2004 and the period from


April 1, 2003 (date operations commenced) to
December 31, 2003


|                                            |  |                |     |  |      |   |     |      |  |   |     | 
|------------------------------------------- |  | -------------- | --- |  | ---- | - | --- | ---- |  | - | --- | 
|                                            |  | 2005           |     |  | 2004 |   |     | 2003 | 
|                                            |  |                |     |  |      |   |     |      | 
|                                            |  | (In thousands) |    
|Third-party development consulting services |  | $              | 320 |  |      | $ | 573 |      |  | $ | 584 | 
|Operating expenses                          |  |                | 8   |  |      |   | 39  |      |  |   | 4   | 
|                                            |  |                |     |  |      |   |     |      | 
|Net income                                  |  | $              | 312 |  |      | $ | 534 |      |  | $ | 580 | 
|                                            |  |                |     |  |      |   |     |      | 

See accompanying notes to financial statements.


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NATIONAL DEVELOPMENT/ ALLEN & OHARA CUPA,
LLC





STATEMENTS OF CHANGES IN MEMBERS EQUITY (DEFICIT)


For the years ended December 31, 2005
(unaudited) and 2004 and the period from


April 1, 2003 (date operations commenced) to
December 31, 2003


|                                                               |  |                 |      |   |              |   |      |       |  |   |      |  
|-------------------------------------------------------------- |  | --------------- | ---- | - | ------------ | - | ---- | ----- |  | - | ---- | -
|                                                               |  | Members Equity |     
|                                                               |  |                 |     
|                                                               |  | Allen & OHara  |      |   | National     |   |      |      
|                                                               |  | Development     |      |   | Development  |   |      |      
|                                                               |  | Company, LLC    |      |   | Company, LLC |   |      | Total | 
|                                                               |  |                 |      |   |              |   |      |       | 
|                                                               |  | (In thousands)  |     
|Members Equity, April 1, 2003 (Date Operations
    Commenced) |  |                 |     |   |              |   |     |       |  |   |     |  
|Distributions to members                                       |  | $               | (488 | ) |              | $ | (488 | )     |  | $ | (976 | )
|                                                               |  |                 |      |   |              |   |      |       | 
|Net income                                                     |  |                 | 290  |   |              |   | 290  |       |  |   | 580  |  
|Members Deficit, December 31, 2003                            |  |                 | (198 | ) |              |   | (198 | )     |  |   | (396 | )
|Distributions to members                                       |  |                 | (64  | ) |              |   | (65  | )     |  |   | (129 | )
|Net income                                                     |  |                 | 267  |   |              |   | 267  |       |  |   | 534  |  
|                                                               |  |                 |      |   |              |   |      |       | 
|Members Equity, December 31, 2004                             |  |                 | 5    |   |              |   | 4    |       |  |   | 9    |  
|Distributions to members (unaudited)                           |  |                 | (233 | ) |              |   | (233 | )     |  |   | (466 | )
|Net income (unaudited)                                         |  |                 | 156  |   |              |   | 156  |       |  |   | 312  |  
|                                                               |  |                 |      |   |              |   |      |       | 
|Members Deficit, December 31, 2005 (unaudited)                |  | $               | (72  | ) |              | $ | (73  | )     |  | $ | (145 | )
|                                                               |  |                 |      |   |              |   |      |       | 

See accompanying notes to financial statements.


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NATIONAL DEVELOPMENT/ ALLEN & OHARA CUPA,
LLC





STATEMENTS OF CASH FLOWS


For the years ended December 31, 2005
(unaudited) and 2004 and the period from


April 1, 2003 (date operations commenced) to
December 31, 2003


|                                                                                      |                                       |                                           |     |      |      |   |     |      |      |   |     |      |       |  
|------------------------------------------------------------------------------------- | ------------------------------------- | ----------------------------------------- | --- | ---- | ---- | - | --- | ---- | ---- | - | --- | ---- | ----- | -
|                                                                                      |                                       | 2005                                      |     |      | 2004 |   |     | 2003 |     
|                                                                                      |                                       |                                           |     |      |      |   |     |      |     
|                                                                                      |                                       | (In thousands)                            |    
|Operating activities:                                                                 |                                       |                                           |     |      |      |   |     |      |      |   |     |     
|Net income                                                                            |                                       | $                                         | 312 |      |      | $ | 534 |      |      | $ | 580 |     
|Adjustments to reconcile net income to net cash provided by
    operating activities: |                                       |                                           |     |      |      |   |     |      |      |   |     |     
|                                                                                      | Changes in assets and liabilities:    |                                           |     |      |      |   |     |      |      |   |     |      |      
|                                                                                      |                                       | Receivables                               |     |      | 1    |   |     |      | 203  |   |     |      | (204  | )
|                                                                                      |                                       | Accounts payable and accrued expenses     |     |      |     |   |     |      | (227 | ) |     |      | 227   |  
|                                                                                      |                                       | Deferred development revenue              |     |      | 146  |   |     |      | (428 | ) |     |      | 428   |  
|                                                                                      |                                       |                                           |     |      |      |   |     |      |     
|                                                                                      |                                       | Net cash provided by operating activities |     |      | 459  |   |     |      | 82   |   |     |      | 1,031 |  
|                                                                                      |                                       |                                           |     |      |      |   |     |      |     
|Financing activities:                                                                 |                                       |                                           |     |      |      |   |     |      |      |   |     |     
|                                                                                      | Distributions to members              |                                           |     | (466 | )    |   |     | (129 | )    |   |     | (976 | )    
|                                                                                      |                                       |                                           |     |      |      |   |     |      |     
|                                                                                      | Net cash used in financing activities |                                           |     | (466 | )    |   |     | (129 | )    |   |     | (976 | )    
|                                                                                      |                                       |                                           |     |      |      |   |     |      |     
|Net increase in cash and cash equivalents                                             |                                       |                                           | (7  | )    |      |   | (47 | )    |      |   | 55  |     
|Cash, beginning of period                                                             |                                       |                                           | 8   |      |      |   | 55  |      |      |   |    |     
|                                                                                      |                                       |                                           |     |      |      |   |     |      |     
|Cash, end of period                                                                   |                                       | $                                         | 1   |      |      | $ | 8   |      |      | $ | 55  |     
|                                                                                      |                                       |                                           |     |      |      |   |     |      |     

See accompanying notes to financial statements.


F-39



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##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA CUPA,
LLC





NOTES TO FINANCIAL STATEMENTS


Years ended December 31, 2005 (unaudited) and 2004
and period from


April 1, 2003 (date operations commenced) to
December 31, 2003


(Dollars in thousands)




|   |                                        
|-- | ---------------------------------------
|1. | Ownership and operation of the company-









| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Each member of the Company receives a pro-rata share of profits,
    losses, and distributions based on its proportional share of
    ownership in the Company as discussed above.                                                                                                                                                                                                                                                                                                                  
|
| |  | Neither member is obligated to restore any amount of the
    Companys deficit capital balance.                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | The managing member monitors the cash financial position and
    cash flow of the Company. If the managing member determines
    additional funds are needed, it may require the members to
    advance amounts to the Company up to $50 in the aggregate to
    fund working capital needs as needed. If the members are called
    to advance funds, each member must contribute its pro-rata share
    of the amounts required and the advances will bear interest at
    the Prime Rate plus 3%.
|
| |  | Unanimous consent between the members is required to, among
    other things, dissolve, liquidate, merge, or consolidate the
    Companys assets; assign membership interests to another
    party; loan amounts to others; borrow funds; pledge Company
    assets as collateral; admit additional members; and enter into
    agreements with the University.                                                                                                                                    





F-40



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##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA CUPA,
LLC


NOTES TO FINANCIAL STATEMENTS  (Continued)


Years ended December 31, 2005 (unaudited) and 2004
and period from


April 1, 2003 (date operations commenced) to
December 31, 2003


(Dollars in thousands)




|   |                                           
|-- | ------------------------------------------
|2. | Summary of significant accounting policies



| |                                     
| | ------------------------------------
| | Basis of presentation and accounting





| |                             
| | ----------------------------
| | Balance sheet classification





| |                 
| | ----------------
| | Use of estimates





| |                    
| | -------------------
| | Revenue recognition





| |                                    
| | -----------------------------------
| | Fair value of financial instruments





| |                     
| | --------------------
| | Federal income taxes





| |                                
| | -------------------------------
| | Unaudited financial information





|   |                           
|-- | --------------------------
|3. | Related party transactions



F-41



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##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA CUPA,
LLC


NOTES TO FINANCIAL STATEMENTS  (Continued)


Years ended December 31, 2005 (unaudited) and 2004
and period from


April 1, 2003 (date operations commenced) to
December 31, 2003


(Dollars in thousands)


out-of




|   |                             
|-- | ----------------------------
|4. | Concentration of credit risk



F-42



---



##### Table of Contents






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




















F-43



---



##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA CLARION,
LLC





BALANCE SHEETS


December 31, 2005 (unaudited) and December 31,
2004


|                                      |                                       |                |   |   |      |   |    |    | 
|------------------------------------- | ------------------------------------- | -------------- | - | - | ---- | - | -- | -- | 
|                                      |                                       | 2005           |   |   | 2004 |  
|                                      |                                       |                |   |   |      |  
|                                      |                                       | (In thousands) |  
|ASSETS                               
|Current assets:                       |                                       |                |   |   |      |   |    |   
|                                      | Cash                                  |                | $ | 8 |      |   | $  | 4  | 
|                                      | Receivables                           |                |   |  |      |   |    | 27 | 
|                                      |                                       |                |   |   |      |  
|Total assets                          |                                       | $              | 8 |   |      | $ | 31 |   
|                                      |                                       |                |   |   |      |  
|                                     
|LIABILITIES AND MEMBERS DEFICIT     
|Current liabilities:                  |                                       |                |   |   |      |   |    |   
|                                      | Accounts payable and accrued expenses |                | $ |  |      |   | $  | 1  | 
|                                      | Deferred development revenue          |                |   |  |      |   |    |   | 
|                                      |                                       |                |   |   |      |  
|                                      | Total current liabilities             |                |   |  |      |   |    | 1  | 
|Members equity                       |                                       |                | 8 |   |      |   | 30 |   
|                                      |                                       |                |   |   |      |  
|Total liabilities and members equity |                                       | $              | 8 |   |      | $ | 31 |   
|                                      |                                       |                |   |   |      |  



F-44



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##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA CLARION,
LLC





STATEMENTS OF OPERATIONS


For the year ended December 31, 2005
(unaudited) and 2004 and the period from


September 1, 2003 (date operations commenced) to
December 31, 2003 (unaudited)


|                                            |  |                |   |  |      |   |     |      |  |   |     | 
|------------------------------------------- |  | -------------- | - |  | ---- | - | --- | ---- |  | - | --- | 
|                                            |  | 2005           |   |  | 2004 |   |     | 2003 | 
|                                            |  |                |   |  |      |   |     |      | 
|                                            |  | (In thousands) |  
|Third-party development consulting services |  | $              | 4 |  |      | $ | 764 |      |  | $ | 140 | 
|Operating expenses                          |  |                |  |  |      |   | 13  |      |  |   | 3   | 
|                                            |  |                |   |  |      |   |     |      | 
|Net income                                  |  | $              | 4 |  |      | $ | 751 |      |  | $ | 137 | 
|                                            |  |                |   |  |      |   |     |      | 

See accompanying notes to financial statements.


F-45



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##### Table of Contents



NATIONAL DEVELOPMENT/ALLEN & OHARA CLARION,
LLC





STATEMENTS OF CHANGES IN MEMBERS EQUITY (DEFICIT)


For the year ended December 31, 2005 (unaudited) and
2004 and the period from


September 1, 2003 (date operations commenced) to
December 31, 2003 (unaudited)


|                                                                               |  |                 |      |   |              |   |      |       |  |   |      |  
|------------------------------------------------------------------------------ |  | --------------- | ---- | - | ------------ | - | ---- | ----- |  | - | ---- | -
|                                                                               |  | Members Equity |     
|                                                                               |  |                 |     
|                                                                               |  | Allen & OHara  |      |   | National     |   |      |      
|                                                                               |  | Development     |      |   | Development  |   |      |      
|                                                                               |  | Company, LLC    |      |   | Company, LLC |   |      | Total | 
|                                                                               |  |                 |      |   |              |   |      |       | 
|                                                                               |  | (In thousands)  |     
|Members Equity, September 1, 2003 (Date Operations
    Commenced) (unaudited) |  | $               |     |   |              | $ |     |       |  | $ |     |  
|Distributions to members (unaudited)                                           |  |                 | (134 | ) |              |   | (134 | )     |  |   | (268 | )
|Net income (unaudited)                                                         |  |                 | 68   |   |              |   | 69   |       |  |   | 137  |  
|                                                                               |  |                 |      |   |              |   |      |       | 
|Members Equity, December 31, 2003 (unaudited)                                 |  |                 | (66  | ) |              |   | (65  | )     |  |   | (131 | )
|Distributions to members                                                       |  |                 | (295 | ) |              |   | (295 | )     |  |   | (590 | )
|Net income                                                                     |  |                 | 376  |   |              |   | 375  |       |  |   | 751  |  
|                                                                               |  |                 |      |   |              |   |      |       | 
|Members Equity, December 31, 2004                                             |  |                 | 15   |   |              |   | 15   |       |  |   | 30   |  
|Distributions (unaudited)                                                      |  |                 | (13  | ) |              |   | (13  | )     |  |   | (26  | )
|Net income (unaudited)                                                         |  |                 | 2    |   |              |   | 2    |       |  |   | 4    |  
|                                                                               |  |                 |      |   |              |   |      |       | 
|Members Equity, December 31, 2005 (unaudited)                                 |  | $               | 4    |   |              | $ | 4    |       |  | $ | 8    |  
|                                                                               |  |                 |      |   |              |   |      |       | 

See accompanying notes to financial statements.


F-46



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##### Table of Contents



NATIONAL DEVELOPMENT/ALLEN & OHARA CLARION,
LLC





STATEMENTS OF CASH FLOWS


For the year ended December 31, 2005
(unaudited) and 2004 and the period from


September 1, 2003 (date operations commenced) to
December 31, 2003 (unaudited)


|                                                                                      |                                       |                                           |   |     |      |   |     |      |      |   |     |      |      |  
|------------------------------------------------------------------------------------- | ------------------------------------- | ----------------------------------------- | - | --- | ---- | - | --- | ---- | ---- | - | --- | ---- | ---- | -
|                                                                                      |                                       | 2005                                      |   |     | 2004 |   |     | 2003 |     
|                                                                                      |                                       |                                           |   |     |      |   |     |      |     
|Operating activities:                                                                 |                                       |                                           |   |     |      |   |     |      |      |   |     |     
|Net income                                                                            |                                       | $                                         | 4 |     |      | $ | 751 |      |      | $ | 137 |     
|Adjustments to reconcile net income to net cash provided by
    operating activities: |                                       |                                           |   |     |      |   |     |      |      |   |     |     
|                                                                                      | Changes in assets and liabilities:    |                                           |   |     |      |   |     |      |      |   |     |      |     
|                                                                                      |                                       | Receivables                               |   |     | 27   |   |     |      | 146  |   |     |      | (173 | )
|                                                                                      |                                       | Accounts payable and accrued expenses     |   |     | (1   | ) |     |      | (1   | ) |     |      | 2    |  
|                                                                                      |                                       | Deferred development revenue              |   |     |     |   |     |      | (303 | ) |     |      | 303  |  
|                                                                                      |                                       |                                           |   |     |      |   |     |      |     
|                                                                                      |                                       | Net cash provided by operating activities |   |     | 30   |   |     |      | 593  |   |     |      | 269  |  
|Financing activities:                                                                 |                                       |                                           |   |     |      |   |     |      |      |   |     |     
|                                                                                      | Distributions to members              |                                           |   | (26 | )    |   |     | (590 | )    |   |     | (268 | )   
|                                                                                      |                                       |                                           |   |     |      |   |     |      |     
|                                                                                      | Net cash used in financing activities |                                           |   | (26 | )    |   |     | (590 | )    |   |     | (268 | )   
|Net increase in cash and cash equivalents                                             |                                       |                                           | 4 |     |      |   | 3   |      |      |   | 1   |     
|Cash, beginning of period                                                             |                                       |                                           | 4 |     |      |   | 1   |      |      |   |    |     
|                                                                                      |                                       |                                           |   |     |      |   |     |      |     
|Cash, end of period                                                                   |                                       | $                                         | 8 |     |      | $ | 4   |      |      | $ | 1   |     
|                                                                                      |                                       |                                           |   |     |      |   |     |      |     

See accompanying notes to financial statements.


F-47



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##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA CLARION,
LLC





NOTES TO FINANCIAL STATEMENTS


For the year ended December 31, 2005 and 2004 and the
period from


September 1, 2003 (date operations commenced) to
December 31, 2003


(2005 and 2003, unaudited)


(Dollars in thousands)




|   |                                       
|-- | --------------------------------------
|1. | Ownership and operation of the company









| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Each member of the Company receives a pro-rata share of profits,
    losses, and distributions based on its proportional share of
    ownership in the Company as discussed above.                                                                                                                                                                                                                                                                                                                  
|
| |  | Neither member is obligated to restore any amount of the
    Companys deficit capital balance.                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | The managing member monitors the cash financial position and
    cash flow of the Company. If the managing member determines
    additional funds are needed, it may require the members to
    advance amounts to the Company up to $50 in the aggregate to
    fund working capital needs as needed. If the members are called
    to advance funds, each member must contribute its pro-rata share
    of the amounts required and the advances will bear interest at
    the Prime Rate plus 3%.
|
| |  | Unanimous consent between the members is required to, among
    other things, dissolve, liquidate, merge, or consolidate the
    Companys assets; assign membership interests to another
    party; loan amounts to others; borrow funds; pledge Company
    assets as collateral; admit additional members; and enter into
    agreements with the University.                                                                                                                                    





|   |                                           
|-- | ------------------------------------------
|2. | Summary of significant accounting policies



| |                                     
| | ------------------------------------
| | Basis of presentation and accounting





| |                             
| | ----------------------------
| | Balance sheet classification



F-48



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##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA CLARION,
LLC


NOTES TO FINANCIAL STATEMENTS  (Continued)


For the year ended December 31, 2005 and 2004 and the
period from


September 1, 2003 (date operations commenced) to
December 31, 2003


(2005 and 2003, unaudited)


(Dollars in thousands)




| |                                
| | -------------------------------
| | Unaudited financial information





| |                 
| | ----------------
| | Use of estimates





| |                    
| | -------------------
| | Revenue recognition





| |                                    
| | -----------------------------------
| | Fair value of financial instruments





| |                     
| | --------------------
| | Federal income taxes





|   |                           
|-- | --------------------------
|3. | Related party transactions



out-of


F-49



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##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA CLARION,
LLC


NOTES TO FINANCIAL STATEMENTS  (Continued)


For the year ended December 31, 2005 and 2004 and the
period from


September 1, 2003 (date operations commenced) to
December 31, 2003


(2005 and 2003, unaudited)


(Dollars in thousands)




|   |                             
|-- | ----------------------------
|4. | Concentration of credit risk



F-50



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##### Table of Contents






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




















F-51



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##### Table of Contents



NATIONAL DEVELOPMENT/ALLEN & OHARA LOCK HAVEN,
LLC





BALANCE SHEETS


December 31, 2005 (unaudited) and December 31,
2004


|                                       |                                       |                |   |   |      |   |    |   | 
|-------------------------------------- | ------------------------------------- | -------------- | - | - | ---- | - | -- | - | 
|                                       |                                       | 2005           |   |   | 2004 |  
|                                       |                                       |                |   |   |      |  
|                                       |                                       | (In thousands) |  
|ASSETS                                
|Current assets:                        |                                       |                |   |   |      |   |    |  
|                                       | Cash                                  |                | $ | 1 |      |   | $  | 2 | 
|                                       |                                       |                |   |   |      |  
|Total assets                           |                                       | $              | 1 |   |      | $ | 2  |  
|                                       |                                       |                |   |   |      |  
|                                      
|LIABILITIES AND MEMBERS DEFICIT      
|Current liabilities:                   |                                       |                |   |   |      |   |    |  
|                                       | Accounts payable and accrued expenses |                | $ | 1 |      |   | $  | 1 | 
|                                       | Deferred development revenue          |                |   |  |      |   |    | 5 | 
|                                       |                                       |                |   |   |      |  
|                                       | Total current liabilities             |                | $ | 1 |      |   | $  | 6 | 
|Commitments and contingencies          |                                       |                |   |   |      |   |    |  
|Members deficit                       |                                       |                |  |   |      |   | (4 | )
|                                       |                                       |                |   |   |      |  
|Total liabilities and members deficit |                                       | $              | 1 |   |      | $ | 2  |  
|                                       |                                       |                |   |   |      |  

See accompanying notes to financial statements.


F-52



---



##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA LOCK
HAVEN, LLC





STATEMENTS OF OPERATIONS


For the year ended December 31, 2005
(unaudited) and 2004 and the period from


July 1, 2003 (date operations commenced) to
December 31, 2003 (unaudited)


|                                            |  |                |   |  |      |   |     |      |  |   |     | 
|------------------------------------------- |  | -------------- | - |  | ---- | - | --- | ---- |  | - | --- | 
|                                            |  | 2005           |   |  | 2004 |   |     | 2003 | 
|                                            |  |                |   |  |      |   |     |      | 
|                                            |  | (In thousands) |  
|Third-party development consulting services |  | $              | 6 |  |      | $ | 351 |      |  | $ | 177 | 
|Operating expenses                          |  |                | 2 |  |      |   | 1   |      |  |   | 3   | 
|                                            |  |                |   |  |      |   |     |      | 
|Net income                                  |  | $              | 4 |  |      | $ | 350 |      |  | $ | 174 | 
|                                            |  |                |   |  |      |   |     |      | 

See accompanying notes to financial statements.


F-53



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##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA LOCK
HAVEN, LLC





STATEMENTS OF CHANGES IN MEMBERS EQUITY (DEFICIT)


For the years ended December 31, 2005
(unaudited) and 2004 and the period from


July 1, 2003 (date operations commenced) to
December 31, 2003 (unaudited)


|                                                                          |  |                 |      |   |              |   |      |       |  |   |      |  
|------------------------------------------------------------------------- |  | --------------- | ---- | - | ------------ | - | ---- | ----- |  | - | ---- | -
|                                                                          |  | Members Equity |     
|                                                                          |  |                 |     
|                                                                          |  | Allen & OHara  |      |   | National     |   |      |      
|                                                                          |  | Development     |      |   | Development  |   |      |      
|                                                                          |  | Company, LLC    |      |   | Company, LLC |   |      | Total | 
|                                                                          |  |                 |      |   |              |   |      |       | 
|                                                                          |  | (In thousands)  |     
|Members Equity, July 1, 2003 (Date Operations
    Commenced) (unaudited) |  | $               |     |   |              | $ |     |       |  | $ |     |  
|Distributions to members (unaudited)                                      |  |                 | (186 | ) |              |   | (186 | )     |  |   | (372 | )
|Net income (unaudited)                                                    |  |                 | 87   |   |              |   | 87   |       |  |   | 174  |  
|Members Deficit, December 31, 2003(unaudited)                            |  |                 | (99  | ) |              |   | (99  | )     |  |   | (198 | )
|Distributions to members                                                  |  |                 | (78  | ) |              |   | (78  | )     |  |   | (156 | )
|Net income                                                                |  |                 | 175  |   |              |   | 175  |       |  |   | 350  |  
|                                                                          |  |                 |      |   |              |   |      |       | 
|Members Deficit, December 31, 2004                                       |  |                 | (2   | ) |              |   | (2   | )     |  |   | (4   | )
|Distributions to members (unaudited)                                      |  |                 |     |   |              |   |     |       |  |   |     |  
|Net Income (unaudited)                                                    |  |                 | 2    |   |              |   | 2    |       |  |   | 4    |  
|                                                                          |  |                 |      |   |              |   |      |       | 
|Members Equity, December 31, 2005 (unaudited)                            |  | $               |     |   |              | $ |     |       |  | $ |     |  
|                                                                          |  |                 |      |   |              |   |      |       | 

See accompanying notes to financial statements.


F-54



---



##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA LOCK
HAVEN, LLC





STATEMENTS OF CASH FLOWS


For the year ended December 31, 2005
(unaudited) and 2004 and the period from


July 1, 2003 (date operations commenced) to
December 31, 2003 (unaudited)


|                                                                                      |                                       |                |                                           |   |      |    |     |      |    |      |     |      |     |     | 
|------------------------------------------------------------------------------------- | ------------------------------------- | -------------- | ----------------------------------------- | - | ---- | -- | --- | ---- | -- | ---- | --- | ---- | --- | --- | 
|                                                                                      |                                       | 2005           |                                           |   | 2004 |    |     | 2003 |   
|                                                                                      |                                       |                |                                           |   |      |    |     |      |   
|                                                                                      |                                       | (In thousands) |                                          
|Operating activities:                                                                 |                                       |                |                                           |   |      |    |     |      |    |      |     |     
|Net income                                                                            |                                       | $              | 4                                         |   |      | $  | 350 |      |    | $    | 174 |     
|Adjustments to reconcile net income to net cash provided by
    operating activities: |                                       |                |                                           |   |      |    |     |      |    |      |     |     
|                                                                                      | Changes in assets and liabilities:    |                |                                           |   |      |    |     |      |    |      |     |      |    
|                                                                                      |                                       | Receivables    |                                           |   |     |    |     |      | 14 |      |     |      | (14 | )  
|                                                                                      |                                       |                | Accounts payable and accrued expenses     |   |      |   |     |      |    | (1   | )   |      |     | 2   | 
|                                                                                      |                                       |                | Deferred development revenue              |   |      | (5 | )   |      |    | (209 | )   |      |     | 214 | 
|                                                                                      |                                       |                |                                           |   |      |    |     |      |   
|                                                                                      |                                       |                | Net cash provided by operating activities |   |      | (1 | )   |      |    | 154  |     |      |     | 376 | 
|Financing activities:                                                                 |                                       |                |                                           |   |      |    |     |      |    |      |     |     
|                                                                                      | Distributions to members              |                |                                           |  |      |    |     | (156 | )  |      |     | (372 | )  
|                                                                                      |                                       |                |                                           |   |      |    |     |      |   
|                                                                                      | Net cash used in financing activities |                |                                           |  |      |    |     | (156 | )  |      |     | (372 | )  
|Net increase in cash and cash equivalents                                             |                                       |                | (1                                        | ) |      |    | (2  | )    |    |      | (3  | )   
|Cash, beginning of period                                                             |                                       |                | 2                                         |   |      |    | 4   |      |    |      | 7   |     
|                                                                                      |                                       |                |                                           |   |      |    |     |      |   
|Cash, end of period                                                                   |                                       | $              | 1                                         |   |      | $  | 2   |      |    | $    | 4   |     
|                                                                                      |                                       |                |                                           |   |      |    |     |      |   

See accompanying notes to financial statements.


F-55



---



##### Table of Contents



NATIONAL DEVELOPMENT/ ALLEN & OHARA LOCK
HAVEN, LLC





NOTES TO FINANCIAL STATEMENTS


The year ended December 31, 2005 (unaudited) and
2004 and the period from


July 1, 2003 (date operations commenced) to
December 31, 2003 (unaudited)


(Dollars in thousands)




|   |                                       
|-- | --------------------------------------
|1. | Ownership and operation of the company









| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Each member of the Company receives a pro-rata share of profits,
    losses, and distributions based on its proportional share of
    ownership in the Company as discussed above.                                                                                                                                                                                                                                                                                                                  
|
| |  | Neither member is obligated to restore any amount of the
    Companys deficit capital balance.                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | The managing member monitors the cash financial position and
    cash flow of the Company. If the managing member determines
    additional funds are needed, it may require the members to
    advance amounts to the Company up to $50 in the aggregate to
    fund working capital needs as needed. If the members are called
    to advance funds, each member must contribute its pro-rata share
    of the amounts required and the advances will bear interest at
    the Prime Rate plus 3%.
|
| |  | Unanimous consent between the members is required to, among
    other things, dissolve, liquidate, merge, or consolidate the
    Companys assets; assign membership interests to another
    party; loan amounts to others; borrow funds; pledge Company
    assets as collateral; admit additional members; and enter into
    agreements with the University.                                                                                                                                    





|   |                                           
|-- | ------------------------------------------
|2. | Summary of significant accounting policies



| |                                     
| | ------------------------------------
| | Basis of presentation and accounting





| |                                
| | -------------------------------
| | Unaudited financial information



F-56



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##### Table of Contents



NATIONAL DEVELOPMENT/ALLEN & OHARA LOCK HAVEN,
LLC


NOTES TO FINANCIAL STATEMENTS  (Continued)






| |                             
| | ----------------------------
| | Balance sheet classification





| |                 
| | ----------------
| | Use of estimates





| |                    
| | -------------------
| | Revenue recognition





| |                                    
| | -----------------------------------
| | Fair value of financial instruments





| |                     
| | --------------------
| | Federal income taxes





|   |                           
|-- | --------------------------
|3. | Related party transactions



out-of


F-57



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##### Table of Contents



NATIONAL DEVELOPMENT/ALLEN & OHARA LOCK HAVEN,
LLC


NOTES TO FINANCIAL STATEMENTS  (Continued)




|   |                             
|-- | ----------------------------
|4. | Concentration of credit risk



F-58



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##### Table of Contents



INDEX TO EXHIBITS


|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- | -- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 3  | .1          |  | Second Articles of Amendment and Restatement of Education Realty
    Trust, Inc. (Incorporated by reference to Exhibit 3.1 to
    the Companys Amendment No. 2 to its Registration Statement
    on Form S-11 (File No. 333-1192364), filed on
    December 10, 2004.)                                                                                                                                                                                          
|        | 3  | .2          |  | Bylaws of Education Realty Trust, Inc. (Incorporated by
    reference to Exhibit 3.2 to the Companys Registration
    Statement on Form S-11 (File No. 333-119264), filed on
    September 24, 2004.)                                                                                                                                                                                                                                                           
|        | 4  | .1          |  | Form of Certificate for Common Stock of Education Realty Trust,
    Inc. (Incorporated by reference to Exhibit 4.1 to the
    Companys Amendment No. 5 to its Registration
    Statement on Form S-11 (File No. 333-1192364), filed
    on January 24, 2005.)                                                                                                                                                                                                   
|        | 4  | .2          |  | Form of Education Realty Trust, Inc. Common Stock Purchase
    Warrant dated January 31, 2005, issued to JPI Investment
    Company, L.P. (Incorporated by reference to Exhibit 4.2 to
    the Companys Registration Statement on Form S-11
    (File No. 333-119264), filed on September 24, 2004.)                                                                                                                                                            
|        | 4  | .3          |  | Form of Registration Rights Agreement dated January 31,
    2005, by and among Education Realty Trust, Inc., Education
    Realty Operating Partnership, LP, JPI Investment Company, L.P.
    and the unit holders whose names are set forth on the signature
    pages thereto. (Incorporated by reference to Exhibit 4.3 to
    the Companys Registration Statement on Form S-11
    (File No. 333-119264), filed on September 24, 2004.)                     
|        | 10 | .1          |  | Form of Amended and Restated Agreement of Limited Partnership of
    Education Realty Operating Partnership, LP. (Incorporated by
    reference to Exhibit 10.1 to the Companys
    Registration Statement on Form S-11 (File
    No. 333-119264), filed on September 24, 2004.)                                                                                                                                                                                
|        | 10 | .2          |  | Form of Amended and Restated Agreement of Limited Partnership of
    University Towers Operating Partnership, LP. (Incorporated by
    reference to Exhibit 10.2 to the Companys
    Registration Statement on Form S-11 (File
    No. 333-119264), filed on September 24, 2004.)                                                                                                                                                                               
|        | 10 | .3          |  | Form of Education Realty Trust, Inc. 2004 Incentive Plan.
    (Incorporated by reference to Exhibit 10.3 to the
    Companys Amendment No. 4 to its Registration
    Statement on Form S-11 (File No. 333-1192364), filed
    on January 11, 2005.)                                                                                                                                                                                                             
|        | 10 | .4          |  | Form of Indemnification Agreement between Education Realty
    Trust, Inc. and its directors and officers. (Incorporated by
    reference to Exhibit 10.4 to the Companys Amendment
    No. 1 to its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on November 4, 2004.)                                                                                                                                                                
|        | 10 | .5          |  | Employment Agreement between Education Realty Trust, Inc. and
    Paul O. Bower, dated as of December 6, 2004. (Incorporated
    by reference to Exhibit 10.5 to the Companys
    Amendment No. 2 to its Registration Statement on
    Form S-11 (File No. 333-1192364), filed on
    December 10, 2004.)                                                                                                                                                       
|        | 10 | .6          |  | Employment Agreement between Education Realty Trust, Inc. and
    Randall H. Brown, dated as of December 6, 2004.
    (Incorporated by reference to Exhibit 10.6 to the
    Companys Amendment No. 2 to its Registration
    Statement on Form S-11 (File No. 333-1192364), filed
    on December 10, 2004.)                                                                                                                                                    
|        | 10 | .7          |  | Employment Agreement between Education Realty Trust, Inc. and
    Craig L. Cardwell, dated as of December 6, 2004.
    (Incorporated by reference to Exhibit 10.7 to the
    Companys Amendment No. 2 to its Registration
    Statement on Form S-11 (File No. 333-1192364), filed
    on December 10, 2004.)                                                                                                                                                   
|        | 10 | .8          |  | Contribution Agreement dated as of September 24, 2004, by
    and among University Towers Operating Partnership, LP,
    Allen & OHara, Inc., Paul O. Bower, Clyde C.
    Porter, Robert D. Bird, Thomas J. Hickey, Barbara S. Hays and
    Hays Enterprises III, Ltd. (Incorporated by reference to
    Exhibit 10.8 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)  
|        | 10 | .9          |  | Contribution Agreement dated as of September 20, 2004, by
    and between Melton E. Valentine, Jr. and University
    Towers Operating Partnership, LP. (Incorporated by reference to
    Exhibit 10.9 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                                                                  
|        | 10 | .10         |  | Contribution Agreement dated September 20, 2004, by and
    among Allen & OHara Educational Properties, LLC,
    Allen & OHara, Inc., Thomas J. Hickey,
    Craig L. Cardwell, Randall H. Brown, William W.
    Harris, Wallace L. Wilcox and Education Realty Operating
    Partnership, LP. (Incorporated by reference to
    Exhibit 10.10 to the Companys Registration Statement
    on Form S-11 (File No. 333-119264), filed on
    September 24, 2004.)



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 10 | .11         |  | Agreement and Plan of Merger dated September 20, 2004 by
    and among C Station, L.L.C., Allen & OHara,
    Inc., Paul O. Bower, Craig L. Cardwell, Student
    Management Associates, LLC, Thomas J. Hickey,
    Randall H. Brown, William W. Harris, Wallace L.
    Wilcox, EDR C Station, LLC and Education Realty Operating
    Partnership, LP. (Incorporated by reference to
    Exhibit 10.11 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                             
|        | 10 | .12         |  | Agreement and Plan of Merger dated September 20, 2004, by
    and among Allen & OHara Education Services, LLC,
    Allen & OHara, Inc., Student Management
    Associates, LLC, Thomas J. Hickey, Craig L. Cardwell,
    Randall H. Brown, William W. Harris, Wallace L.
    Wilcox, Allen & OHara Education Services, Inc.,
    and Education Realty Operating Partnership, LP. (Incorporated by
    reference to Exhibit 10.12 to the Companys Amendment
    No. 2 to its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)
|        | 10 | .13         |  | Contract of Sale/Contribution made effective as of
    September 17, 2004, by and among JPI-CG Mezz LLC,
    JPI-MC Mezz LLC, JPI Genpar Realty LLC, JPI Investment Company,
    L.P. and Education Realty Operating Partnership, LP.
    (Incorporated by reference to Exhibit 10.13 to the
    Companys Amendment No. 2 to its Registration
    Statement on Form S-11 (File No. 333-1192364), filed
    on December 10, 2004.)                                                                                                                                          
|        | 10 | .14         |  | Contract of Sale made effective as of September 17, 2004,
    by and among Jefferson Commons  Lawrence, L.P.,
    Jefferson Commons  Wabash, L.P. and Education Realty
    Operating Partnership, LP. (Incorporated by reference to
    Exhibit 10.14 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                                                                                                                            
|        | 10 | .15         |  | Contract of Sale/Contribution made effective as of
    September 17, 2004, by and among Jefferson
    Commons  Tucson Phase II Limited Partnership,
    Jefferson Commons  Columbia, L.P. and Education
    Realty Operating Partnership, LP. (Incorporated by reference to
    Exhibit 10.15 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                                                                                    
|        | 10 | .16         |  | Contribution Agreement dated September 23, 2004 by and
    among Allen & OHara Educational Properties, LLC,
    FSPP Education I, L.L.C., FSPP Education II, L.L.C.,
    Allen & OHara, Inc., Thomas J. Hickey,
    Craig L. Cardwell, Randall H. Brown, William W.
    Harris, Wallace L. Wilcox and Education Realty Operating
    Partnership, LP. (Incorporated by reference to
    Exhibit 10.16 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                            
|        | 10 | .17         |  | Form of Revolving Loan Agreement dated January 31, 2005,
    between Education Realty Operating Partnership, LP and JPI
    Multifamily Investments L.P. (Incorporated by reference to
    Exhibit 10.17 to the Companys Registration Statement
    on Form S-11 (File No. 333-119264), filed on
    September 24, 2004.)                                                                                                                                                                                                                                                  
|        | 10 | .18         |  | Form of Collateral Assignment of Partnership Interest and
    Pledge Agreement dated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 10 | .19         |  | Form of Secured Non-Recourse Revolving Note dated 2005, issued
    by JPI Multifamily Investments L.P. to Education Realty
    Operating Partnership, LP. (Incorporated by reference to
    Exhibit 10.19 to the Companys Registration Statement
    on Form S-11 (File No. 333-119264), filed on
    September 24, 2004.)                                                                                                                                                                                                                                                 
|        | 10 | .20         |  | Purchase and Sale Agreement dated August 27, 2004 by and
    between The Gables, LLC and Education Realty Operating
    Partnership, LP. (Incorporated by reference to
    Exhibit 10.20 to the Companys Registration Statement
    on Form S-11 (File No. 333-119264), filed on
    September 24, 2004.)                                                                                                                                                                                                                                                                  
|        | 10 | .21         |  | Assignment and Assumption Agreement dated November 2, 2004,
    between Education Realty Operating Partnership, LP and
    Allen & OHara, Inc. related to Morgan
    Keegan & Company, Inc. financial advisory services
    agreement dated March 18, 2004. (Incorporated by reference
    to Exhibit 10.21 to the Companys Amendment No. 1
    to its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on November 4, 2004.)                                                                                                                        
|        | 10 | .22         |  | Commitment Letter for Revolving Credit Facility by and among JP
    Morgan Chase Bank, UBS AG, Education Realty Operating
    Partnership, LP and the Registrant dated December 22, 2004.
    (Incorporated by reference to Exhibit 10.22 to the
    Companys Amendment No. 3 to its Registration
    Statement on Form S-11 (File No. 333-1192364), filed
    on January 3, 2005.)                                                                                                                                                                                        



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | -- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 10 | .23         |  | Property Management and Leasing Agreement (Jefferson
    Commons  Penn State) dated November 22, 2004, by
    and between Education Realty Operating Partnership, LP and JPI
    Management Services, L.P. (Incorporated by reference to
    Exhibit 10.23 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                                  
|        | 10 | .24         |  | Property Management and Leasing Agreement (Jefferson
    Commons  Purdue) dated November 22, 2004, by and
    between Education Realty Operating Partnership, LP and JPI
    Management Services, L.P. (Incorporated by reference to
    Exhibit 10.24 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                                      
|        | 10 | .25         |  | Property Management and Leasing Agreement (Jefferson
    Commons  Western Michigan) dated November 22,
    2004, by and between Education Realty Operating Partnership, LP
    and JPI Management Services, L.P. (Incorporated by reference to
    Exhibit 10.25 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                            
|        | 10 | .26         |  | Property Management and Leasing Agreement (Jefferson
    Commons  Texas Tech) dated November 22, 2004, by
    and between Education Realty Operating Partnership, LP and JPI
    Management Services, L.P. (Incorporated by reference to
    Exhibit 10.26 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                                  
|        | 10 | .27         |  | Property Management and Leasing Agreement (Jefferson
    Commons  Oklahoma State) dated November 22,
    2004, by and between Education Realty Operating Partnership, LP
    and JPI Management Services, L.P. (Incorporated by reference to
    Exhibit 10.27 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                              
|        | 10 | .28         |  | Property Management and Leasing Agreement (Jefferson
    Commons  Kansas) dated November 22, 2004, by and
    between Education Realty Operating Partnership, LP and JPI
    Management Services, L.P. (Incorporated by reference to
    Exhibit 10.28 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                                      
|        | 10 | .29         |  | Property Management and Leasing Agreement (Jefferson
    Commons  Knoxville) dated November 22, 2004, by
    and between Education Realty Operating Partnership, LP and JPI
    Management Services, L.P. (Incorporated by reference to
    Exhibit 10.29 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                                   
|        | 10 | .30         |  | Property Management and Leasing Agreement (Jefferson
    Commons  Columbia) dated November 22, 2004, by
    and between Education Realty Operating Partnership, LP and JPI
    Management Services, L.P. (Incorporated by reference to
    Exhibit 10.30 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                                    
|        | 10 | .31         |  | Property Management and Leasing Agreement (Jefferson
    Commons  Ohio State) dated December 8, 2004, by
    and between Education Realty Operating Partnership, LP and JPI
    Management Services, L.P. (Incorporated by reference to
    Exhibit 10.31 to the Companys Amendment No. 2 to
    its Registration Statement on Form S-11 (File
    No. 333-1192364), filed on December 10, 2004.)                                                                                   
|        | 10 | .32         |  | Employment Agreement between Education Realty Trust, Inc. and
    William W. Harris, dated as of December 6, 2004.
    (Incorporated by reference to Exhibit 10.32 to the
    Companys Amendment No. 2 to its Registration
    Statement on Form S-11 (File No. 333-1192364), filed
    on December 10, 2004.)                                                                                                                                                                       
|        | 10 | .33         |  | Employment Agreement between Education Realty Trust, Inc. and
    Thomas J. Hickey, dated as of December 6, 2004.
    (Incorporated by reference to Exhibit 10.33 to the
    Companys Amendment No. 2 to its Registration Statement on
    Form S-11 (File No. 333-1192364), filed on
    December 10, 2004.)                                                                                                                                                                        
|        | 10 | .34         |  | Underwriting Agreement dated January 25, 2005 among
    Education Realty Trust, Inc. and the underwriters named therein.
    (Incorporated by reference to Exhibit 1.1 to the
    Companys Current Report on Form 8-K (File No.
    001-32417), filed on January 28, 2005.)                                                                                                                                                                                                          
|        | 10 | .35         |  | Credit Agreement, dated January 31, 2005, by and among
    Education Realty Operating Partnership, LP and certain of its
    subsidiaries, as Borrower, JPMorgan Chase Bank, N.A. and UBS
    Loan Finance LLC, as Lenders, JPMorgan Chase Bank, N.A., as
    Administrative Agent, and UBS Securities LLC, as Syndication
    Agent. (Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on Form 8-K (File No.
    001-32417), filed on February 2, 2005.)
|        | 11 |             |  | Statement Re: Computation of per share earnings (included within
    10K)                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 14 |             |  | Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                 
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 21 | .1          |  | List of Subsidiaries of the Registrant. (Incorporated by
    reference to Exhibit 21.1 to the Companys
    Post-Effective Amendment No. 1 to its Registration
    Statement on Form S-11 (File No. 333-119264), filed on
    January 27, 2005.)
|        | 31 | .1          |  | Certificate of Principal Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                       
|        | 31 | .2          |  | Certificate of Principal Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                       
|        | 32 | .1          |  | Certificate of Chief Executive Officer and Chief Financial
    Officer.