##### 



Exhibit 99.1

Equity Office Properties Trust
1997 Non-Qualified Employee Share Purchase Plan

Financial Statements
As of December 31, 2002 and 2001 and for the three years in the period ended
December 31, 2002

Contents

|                               |  |      |   | 
|------------------------------ |  | ---- | - | 
|                               |  | Page |  
|                               |  |      |  
|Report of Independent Auditors |  |      | 2 | 
|Financial Statements and Notes |  |      | 3 | 

1



---



##### 



Report of Independent Auditors

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
(The Plan), as amended, as of December 31, 2002 and 2001, and the related
statements of income and changes in plan equity for each of the three years in
the period ended December 31, 2002. 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 auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Plan at December 31, 2002
and 2001, and the income and changes in plan equity for each of the three years
in the period ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States.



| | Ernst & Young LLP
| | -----------------

Chicago, Illinois
March 10, 2003

2



---



##### 



Equity Office Properties Trust
1997 Non-Qualified Employee Share Purchase Plan
Statements of Financial Condition

|        |                                                                              |                   |   |              |         |  |      |         |         | 
|------- | ---------------------------------------------------------------------------- | ----------------- | - | ------------ | ------- |  | ---- | ------- | ------- | 
|        |                                                                              |                   |   | December 31, |        
|        |                                                                              |                   |   |              |        
|        |                                                                              |                   |   | 2002         |         |  | 2001 |        
|        |                                                                              |                   |   |              |         |  |      |        
|ASSETS: |                                                                              |                   |   |              |         |  |      |        
|        | Receivable from Equity Office Properties Trust for
participant
contributions |                   | $ | 144,000      |         |  | $    | 162,300 |        
|        |                                                                              |                   |   |              |         |  |     
|        |                                                                              | Total Plan assets |   | $            | 144,000 |  |      | $       | 162,300 | 
|        |                                                                              |                   |   |              |         | 

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, |           
|                                 |                                                                |                  |         |                                 |           
|                                 |                                                                |                  |         | 2002                            |            |   | 2001    |            |            | 2000 |        
|                                 |                                                                |                  |         |                                 |            |   |         |            |            |      |        
|Plan equity at beginning of year |                                                                | $                | 162,300 |                                 |            | $ | 101,000 |            |            | $    | 105,800 |           
|                                 |                                                                |                  |         |                                 |            |   |         |            |           
|Additions:                       |                                                                |                  |         |                                 |            |   |         |            |            |      |         |           
|                                 | Participant contributions, net of refunds                      |                  |         | 2,126,500                       |            |   |         | 1,978,200  |            |      |         | 1,731,900  |           
|                                 | Plan Sponsor contributions                                     |                  |         | 411,000                         |            |   |         | 346,900    |            |      |         | 412,000    |           
|                                 |                                                                |                  |         |                                 |            |   |         |            |           
|                                 |                                                                | Total additions  |         |                                 | 2,537,500  |   |         |            | 2,325,100  |      |         |            | 2,143,900  |  
|                                 |                                                                |                  |         |                                 |            |   |         |            |           
|Deductions:                      |                                                                |                  |         |                                 |            |   |         |            |            |      |         |           
|                                 | Purchase of and distributions to
Participants of Common Shares |                  |         | (2,555,800                      | )          |   |         | (2,263,800 | )          |      |         | (2,148,700 | )         
|                                 |                                                                |                  |         |                                 |            |   |         |            |           
|                                 |                                                                | Total deductions |         |                                 | (2,555,800 | ) |         |            | (2,263,800 | )    |         |            | (2,148,700 | )
|                                 |                                                                |                  |         |                                 |            |   |         |            |           
|Plan equity at end of year       |                                                                | $                | 144,000 |                                 |            | $ | 162,300 |            |            | $    | 101,000 |           
|                                 |                                                                |                  |         |                                 |            |   |         |            |           

See accompanying notes.

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 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 Properties Management Corp., a subsidiary of Equity Office, for
at least 31 days, and is regularly scheduled to work 20 or more hours each
week. 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 as part of
the general assets of Equity Office. 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. The price 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 for the Purchase Period. The Closing Price is the
price reported for the Common Shares 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. Only whole Common Shares are purchased, with any partial share
of remaining cash being rolled over to the next purchase period.

Employer contributions represent the discount or aggregate difference between
the market value price of the Common Shares on the last day of the purchase
period and the discount purchase price established at the end of the purchase
period. Such contributions also represent income incurred by 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 deemed to be immediately distributed to
the Participants.

Any disposition by any Participant of his or her Common Shares which he or she
has 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.

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 accounting
principles generally accepted in the United States 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, 2002, 2001 and 2000 for each Purchase Period is as follows:

|                      |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |               |                 |               |               |        |        |        | 
|--------------------- | ----------------------- | ----------------- | ----- | --------- | ------------------ | --------- | - | -------- | ------- | ------- | ----- | --------- | --------- | ----------- | --------------- | ------------- | --------------- | ------------- | ------------- | ------ | ------ | ------ | 
|                      |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |               | Market value of |               |               |        |        |       
|                      |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |               | Common Shares   |               |               |        |        |       
|                      |                         |                   |       |           | Participant        |           |   |          |         |         |       |           |           |             |                 | Purchased and |                 |               | Common Shares |       
|                      |                         |                   |       |           | Contributions, net |           |   | Employer |         |         |       |           |           |             | Distributed per |               |                 | Purchased and |              
|Purchase Period       |                         | of Refunds        |       |           | Contributions      |           |   | Total    |         |         | share |           |           | Distributed |                
|                      |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                
|Fiscal year end 2002: |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |               |                 |               |               |       
|                      | 1/1/02 to 5/31/02       |                   | $     | 1,059,700 |                    |           | $ | 249,100  |         |         | $     | 1,308,800 |           |             | $               | 30.26         |                 |               |               | 48,326 |       
|                      | 6/1/02 to 11/30/02      |                   |       | 929,600   |                    |           |   | 161,900  |         |         |       | 1,091,500 |           |             |                 | 25.93         |                 |               |               | 42,158 |       
|                      | 12/1/02 to 12/31/02 (1) |                   |       | 137,200   |                    |           |   |         |         |         |       | 137,200   |           |             |                 |               |                 |               |               |       |       
|                      |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |              
|                      |                         |                   | Total |           | $                  | 2,126,500 |   |          | $       | 411,000 |       |           | $         | 2,537,500   |                 |               |                 |               |               |        |        | 90,484 | 
|                      |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |              
|Fiscal year end 2001: |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |               |                 |               |               |       
|                      | 1/1/01 to 5/31/01       |                   | $     | 930,400   |                    |           | $ | 200,100  |         |         | $     | 1,130,500 |           |             | $               | 29.57         |                 |               |               | 41,444 |       
|                      | 6/1/01 to 11/30/01      |                   |       | 892,900   |                    |           |   | 146,800  |         |         |       | 1,039,700 |           |             |                 | 29.50         |                 |               |               | 35,201 |       
|                      | 12/1/01 to 12/31/01 (1) |                   |       | 154,900   |                    |           |   |         |         |         |       | 154,900   |           |             |                 |               |                 |               |               |       |       
|                      |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |              
|                      |                         |                   | Total |           | $                  | 1,978,200 |   |          | $       | 346,900 |       |           | $         | 2,325,100   |                 |               |                 |               |               |        |        | 76,645 | 
|                      |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |              
|Fiscal year end 2000: |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |               |                 |               |               |       
|                      |                         | 1/1/00 to 5/31/00 |       | $         | 906,700            |           |   | $        | 243,600 |         |       | $         | 1,150,300 |             |                 | $             | 26.63           |               |               |        | 46,977 |       
|                      | 6/1/00 to 11/30/00      |                   |       | 730,300   |                    |           |   | 168,400  |         |         |       | 898,700   |           |             |                 | 31.02         |                 |               |               | 28,946 |       
|                      | 12/1/00 to 12/31/00 (1) |                   |       | 94,900    |                    |           |   |         |         |         |       | 94,900    |           |             |                 |               |                 |               |               |       |       
|                      |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |              
|                      |                         |                   | Total |           | $                  | 1,731,900 |   |          | $       | 412,000 |       |           | $         | 2,143,900   |                 |               |                 |               |               |        |        | 75,923 | 
|                      |                         |                   |       |           |                    |           |   |          |         |         |       |           |           |             |                 |              



|(1) |  | Since 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 May 31 of each
following year.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

6



---



##### 



NOTE 5  AMENDMENT OR TERMINATION

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.

7



---



##### 



Consent of Independent Auditors

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 10,
2003, 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 in the 2002 Annual Report (Form
10-K) of Equity Office Properties Trust for the year ended December 31, 2002.



| | Ernst & Young LLP
| | -----------------

Chicago, Illinois
March 28, 2003

8