##### 



Exhibit 99.1 Equity Office Properties Trust
1997 Non-Qualified Employee Share Purchase Plan Financial Statements
As of December 31, 2004 and 2003 and for each of the three years in the period ended December 31,
2004 Contents PageReport of Independent Registered Public Accounting Firm
    
    
    2Financial Statements and Notes
    
    
    3
 1




---



##### 



Report of Independent Registered Public Accounting Firm Compensation and Option Committee of the Board of Trustees
     of Equity Office Properties Trust
     1997 Non-Qualified Employee Share Purchase Plan We have audited the accompanying statements of financial condition of the Equity Office
Properties Trust 1997 Non-Qualified Employee Share Purchase Plan (Plan), as amended, as of
December 31, 2004 and 2003, and the related statements of income and changes in plan equity for
each of the three years in the period ended December 31, 2004. These financial statements are the
responsibility of the Plans management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Plans internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion. In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial condition of the Plan at December 31, 2004 and 2003, and the income and
changes in plan equity for each of the three years in the period ended December 31, 2004, in
conformity with U.S. generally accepted accounting principles. Ernst & Young LLPChicago, Illinois
March 1, 2005
 2




---



##### 



Equity Office Properties Trust
1997 Non-Qualified Employee Share Purchase Plan
Statements of Financial Condition December 31,2004
    
    
    2003ASSETS:Receivable from Equity Office Properties
Trust for participant
contributions
    
    $
    224,000
    
    
    $
    152,900Total Plan assets
    
    $
    224,000
    
    
    $
    152,900EQUITY:Participant
contributions
    
    $
    224,000
    
    
    $
    152,900Total Plan equity
    
    $
    224,000
    
    
    $
    152,900
 See accompanying notes. 3




---



##### 



Equity Office Properties Trust
1997 Non-Qualified Employee Share Purchase Plan
Statements of Income and Changes in Plan Equity For the year ended December 31,2004
    
    
    2003
    
    
    2002Plan equity at beginning of year
    
    $
    152,900
    
    
    $
    144,000
    
    
    $
    162,300Additions:Participant contributions, net of refunds
    
    
    2,013,600
    
    
    
    2,108,600
    
    
    
    2,126,500Plan Sponsor contributions
    
    
    403,800
    
    
    
    475,900
    
    
    
    411,000Total additions
    
    
    2,417,400
    
    
    
    2,584,500
    
    
    
    2,537,500Deductions:Purchase of and distributions to
Participants of Common Shares
    
    
    (2,346,300
    )
    
    
    (2,575,600
    )
    
    
    (2,555,800
    )Total deductions
    
    
    (2,346,300
    )
    
    
    (2,575,600
    )
    
    
    (2,555,800
    )Plan equity at end of year
    
    $
    224,000
    
    
    $
    152,900
    
    
    $
    144,000
 4




---



##### 



Equity Office Properties Trust
1997 Non-Qualified Employee Share Purchase Plan
Notes to Financial Statements NOTE 1  DESCRIPTION OF PLAN The following description of the Equity Office Properties Trust 1997 Non-Qualified Employee Share
Purchase Plan, as amended, (the Plan) provides only general information. Participants should
refer to the text of the Plan and the Plan prospectus for a complete description of the Plans
provisions. Equity Office Properties Trust (Equity Office) is the Plan sponsor (the Sponsor).
The Plan was effective January 1, 1998. The Plan was adopted by Equity Office in 1997 to encourage eligible employees and eligible trustees
(Participants) to purchase Equity Offices common shares of beneficial interest, $0.01 par value
per share (Common Shares) in the belief that a Participants ownership of Common Shares will
increase his or her interest in the success of Equity Office. A Participant is eligible to
participate in the Plan for a Purchase Period (as defined below) if he or she serves on the Board
of Trustees of Equity Office or has been so employed by Equity Office or its subsidiaries, for at
least 31 days, and is regularly scheduled to work 20 or more hours each week. Effective December
7, 2004, the 31-day waiting period was eliminated. The minimum amount a Participant can contribute
is $10 per pay period. The maximum amount a Participant can contribute is 20% of gross pay per pay
period, up to $100,000 per calendar year. Contributions are held by the Sponsor and reported in the
participant accounts. All contributions are fully vested. At the end of each Purchase Period (as defined in Note 3), Participants contributions are used to
purchase Common Shares. Effective with the December 1, 2003 Purchase Period, each Purchase Period
lasts for three months. The price to the Participant for the Common Shares (Purchase Price) will
be 85% of the lesser of: (i) the Closing Price (as defined below) for a Common Share as of the last
business day of the applicable Purchase Period; or (ii) the Average Closing Price (as defined
below) of a Common Share during the Purchase Period. The Closing Price is the price reported for
the Common Share in the Wall Street Journal, or another publication designated by the Compensation
and Option Committee of the Board of Trustees of Equity Office (the Committee), for the
applicable business day. The Average Closing Price is the average of the Closing Prices for all
business days during the Purchase Period. The number of Common Shares purchased is calculated on a
per Participant basis by dividing the contributions made by each Participant during the Purchase
Period by the Purchase Price. Any amounts that are insufficient to purchase a whole Common Share
are applied to purchase shares in the next Purchase Period. Employer contributions represent the discount or aggregate difference between the market price of
the Common Shares on the day the Common Shares are acquired and the discount purchase price
established at the end of the purchase period. Such contributions also represent taxable income to
the Participant. The Common Shares purchased on behalf of each Participant are uncertificated and are recorded as a
book entry. Accordingly, all Common Shares purchased under the provisions of the Plan are
immediately distributed to the Participants. Any disposition by Participants of his or her Common Shares which were owned for less than one year
are subject to the restrictions set forth in the Plan. Equity Office has reserved 2,000,000 Common Shares for participants under the Plan. The Plan may be amended or terminated by the Committee or the Board of Trustees of Equity Office at
any time. Amounts available in Participants accounts would either be used to purchase Common
Shares or returned to the Participants. 5




---



##### 



NOTE 2  SUMMARY OF ACCOUNTING POLICIES Accounting Method The accounting records of the Plan are maintained on the accrual basis. Common Shares are
purchased after the end of each Purchase Period and accounted for in the respective Purchase
Periods. Expenses Equity Office pays administrative expenses of the Plan. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those estimates. NOTE 3  DISTRIBUTIONS A summary of the Common Shares purchased and distributed during the years ended December 31, 2004,
2003 and 2002 for each Purchase Period is as follows: Participant
    
    
    
    
    
    
    
    
    
    
    Market Value of Common
    
    
    Common SharesContributions,
    
    
    Employer
    
    
    
    
    
    
    Shares Purchased and
    
    
    Purchased andPurchase Period
    
    net of Refunds
    
    
    Contributions
    
    
    Total
    
    
    Distributed per share
    
    
    DistributedFiscal year end 2004:1/1/04 to 2/29/04
    
    $
    353,300
    
    
    $
    110,200
    
    
    $
    463,500
    
    
    $
    29.54
    
    
    
    20,8723/1/04 to 5/31/04
    
    
    466,100
    
    
    
    82,100
    
    
    
    548,200
    
    
    
    26.95
    
    
    
    20,3426/1/04 to 8/31/04
    
    
    495,200
    
    
    
    119,100
    
    
    
    614,300
    
    
    
    28.37
    
    
    
    21,6519/1/04 to 11/30/04
    
    
    474,900
    
    
    
    92,400
    
    
    
    567,300
    
    
    
    27.87
    
    
    
    20,35712/1/04 to 12/31/04 (1)
    
    
    224,100
    
    
    
    
    
    
    
    224,100
    
    
    
    
    
    
    
    =Total
    
    $
    2,013,600
    
    
    $
    403,800
    
    
    $
    2,417,400
    
    
    
    
    
    
    
    83,222Fiscal year end 2003:1/1/03 to 5/31/03
    
    $
    1,024,400
    
    
    $
    298,100
    
    
    $
    1,322,500
    
    
    $
    27.07
    
    
    
    53,9256/1/03 to 11/30/03
    
    
    933,900
    
    
    
    177,800
    
    
    
    1,111,700
    
    
    
    27.98
    
    
    
    39,89012/1/03 to 12/31/03 (1)
    
    
    150,300
    
    
    
    
    
    
    
    150,300
    
    
    
    
    
    
    
    Total
    
    $
    2,108,600
    
    
    $
    475,900
    
    
    $
    2,584,500
    
    
    
    
    
    
    
    93,815Fiscal year end 2002:1/1/02 to 5/31/02
    
    $
    1,059,700
    
    
    $
    249,100
    
    
    $
    1,308,800
    
    
    $
    30.26
    
    
    
    48,3266/1/02 to 11/30/02
    
    
    929,600
    
    
    
    161,900
    
    
    
    1,091,500
    
    
    
    25.93
    
    
    
    42,15812/1/02 to 12/31/02 (2)
    
    
    137,200
    
    
    
    
    
    
    
    137,200
    
    
    
    
    
    
    
    Total
    
    $
    2,126,500
    
    
    $
    411,000
    
    
    $
    2,537,500
    
    
    
    
    
    
    
    90,484
   (1)
    
    Because the Purchase Periods do not coincide with the Plans fiscal year, the month of
December is shown separately for each year. The month of December is included in the Purchase
Period ending in February of the following year.(2)
    
    Because the Purchase Periods do not coincide with the Plans fiscal year, the month of
December is shown separately for each year. The month of December is included in the Purchase
Period ending in May 31 of 2003.   6




---



##### 



NOTE 4  FEDERAL INCOME TAXES The Plan is neither a qualified plan under Section 401(a) of the Internal Revenue Code nor is it an
employee stock purchase plan under Section 423 of the Internal Revenue Code. Participants are
immediately subject to any required tax withholding by Equity Office on the discount/compensation
as incurred and earned under the Plan. All such income and tax withholding are reported on the
Participants annual Form W-2 wages statement. 7




---



##### 



Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (File
No. 333-72187) pertaining to the Equity Office Properties Trust 1997 Non-Qualified Employee Share
Purchase Plan of our report dated March 1, 2005, with respect to the financial statements of the
Equity Office Properties Trust 1997 Non-Qualified Employee Share Purchase Plan, as amended,
included in this Annual Report and included as Exhibit 99.1 in the 2004 Annual Report (Form 10-K)
of Equity Office Properties Trust for the year ended December 31, 2004. Ernst & Young LLPChicago, Illinois
March 14, 2005
 8