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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 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: 1-13589
 PRIME GROUP REALTY TRUST
  Maryland
    
    36-4173047(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)77 West Wacker Drive, Suite 3900,Chicago, Illinois
    
    60601(Address of principal executive offices)
    
    (Zip Code)
 (312) 917-1300
  Title of each class
    
    Name of each exchange on which registeredSeries B  Cumulative RedeemablePreferred Shares of Beneficial Interest,
    
    New York Stock Exchange$0.01 par value per share
  o þ
 o þ
 o þ
 þ
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ
    
    Smaller Reporting Company o
 o þ




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##### 



INDEX
 PAGEPART IItem 1. Business
    
    4Item 1A. Risk Factors
    
    12Item 1B. Unresolved Staff Comments
    
    22Item 2. Properties
    
    22Item 3. Legal Proceedings
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    25PART IIItem 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
    
    26Item 6. Selected Financial Data
    
    28Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    30Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    50Item 8. Financial Statements and Supplementary Data
    
    51Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
    
    51Item 9A. Controls and Procedures
    
    51Item 9B. Other Information
    
    51PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    52Item 11. Executive Compensation
    
    56Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    62Item 13. Certain Relationships and Related Transactions
    
    63Item 14. Principal Accountant Fees and Services
    
    64PART IVItem 15. Exhibits and Financial Statement Schedules
    
    66Signatures
    
    77Exhibit 10.81Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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Forward-Looking Statements
   
    
    future economic and market conditions which may impact the demand for office and
industrial space either at current or increased levels;
    
    the extent of any tenant bankruptcies or defaults that may occur;
    
    our ability or inability to renew existing tenant leases and lease up vacant space;
    
    prevailing interest rates;
    
    the effect of inflation and other factors on operating expenses and real estate taxes;
    
    our ability to minimize various expenses as a percentage of our revenues; and
    
    the availability of financing and capital.
   3




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PART I
 
 ITEM 1. BUSINESS
 Background and General
       4




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Tax Status
  Business Strategy
   5




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Ongoing Operations
  
    
    engaging in pro-active leasing programs and effective property management;
    
    managing operating expenses through the use of in-house management expertise;
    
    maintaining and developing long-term relationships with a diverse tenant group;
    
    attracting and retaining motivated employees by providing financial and other incentives;
and
    
    emphasizing value-added capital improvements to maintain and enhance our properties
competitive advantages in their submarkets.
 Liquidity and Capital Requirements .
      Acquisition, Disposition and Development Activity .
  6




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Recent Developments
 Dispositions .
 Net
    
    
    
    
    
    
    MortgageRentable
    
    
    Sales Price
    
    
    Debt
    
    
    MonthProperty
    
    Location
    
    Square Feet
    
    
    (in millions)
    
    
    (in millions)
    
    
    SoldNarco River Business
Center (1)
    
    Calumet City, IL
    
    
    65,394
    
    
    $
    7.4
    
    
    $
    2.7
    
    
    May
 (1)
    
    On May 22, 2007, we closed on the sale of our Narco River Business Center property located in
Calumet City, Illinois, for a sales price of $7.4 million. We recognized a gain of
$2.2 million and retired debt of $2.7 million related to this property. Indebtedness.
 LoanPrincipal
    
    
    
    
    
    
    
    
    OriginalAmount
    
    
    Interest
    
    Transaction
    
    
    MaturityCollateral
    
    Type of Loan
    
    (in millions)
    
    
    Rate
    
    Date
    
    
    DateNew IndebtednessPGRT ESH, Inc.
    
    Non-recourse
    
    $
    120.0
    
    
    Variable
    
    
    6/07
    
    
    
    6/08Indebtedness RetirementNarco River Business Center
    
    First Mortgage
    
    $
    2.7
    
    
    Fixed
    
    
    5/07
    
    
    
    12/09Principal PaymentsAmortization
    
    Various
    
    $
    1.8
    
    
    Various
    
    Various
    
    Various
    Shareholders and Board of Trustees Developments.
  7




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Competition
  Services Company
  Government Regulations
 Environmental Matters .
   8




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Accounting for Conditional Asset Retirement
Obligations, Accounting for Asset
Retirement Obligations
   9




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Costs of Compliance with Americans with Disabilities Act of 1990 (the ADA) .
 Other Regulations .
 Insurance
     10




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Employees
  Available Information
   11




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ITEM 1A. RISK FACTORS
 Investment in us presents risks. If any of the risk events described below actually occurs,
our business, financial condition or results of operations could be adversely affected. Some
statements in the following risk factors discussion, constitute forward-looking statements.
Please refer to the section above entitled Forward-Looking Statements.
 Our properties depend upon the Chicago metropolitan area economy and its demand for office
space.
  We may be unable to renew leases, lease vacant space or re-lease space as leases expire.
  Our performance and value are subject to risks associated with real estate assets and with the
real estate industry.
  
    
    local oversupply, increased competition or reduction in demand for office space;
    
    inability to collect rent from tenants;
    
    vacancies or our inability to rent space on favorable terms;
  12




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
    
    increased operating costs, including insurance premiums, utilities and real
estate taxes, due to inflation and other factors which may not necessarily be
offset by increased rents;
    
    costs of complying with changes in governmental regulations;
    
    the relative illiquidity of real estate investments; and
    
    changing submarket demographics.
  We face significant competition, which may decrease or prevent increases of the occupancy and
rental rates of our properties.
  Our debt level reduces cash available for operations, capital expenditures and distributions
to holders of our Series B Shares and our common shareholder, and may expose us to the risk of
default under our debt obligations.
  
    
    our cash flow may be insufficient to meet our required principal and interest
payments;
    
    we may be unable to borrow additional funds as needed or on favorable terms;
    
    we may be unable to refinance our existing or future indebtedness at maturity or
the refinancing terms may be less favorable than the terms of our existing
indebtedness;
    
    because a portion of our debt bears interest at variable rates, increases in
interest rates could increase our interest expense;
    
    we may be forced to dispose of one or more of our properties, possibly on
disadvantageous terms;
  13




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
    
    we may default on our obligations and the lenders or mortgagees may foreclose on
our properties that secure their loans and receive an assignment of rents and
leases;
    
    we may violate restrictive covenants in our loan agreements, which would entitle
the lenders to accelerate our debt obligations; and
    
    our default under any one of our mortgage loans with cross default provisions
could result in a default on other indebtedness.
   Covenants in our debt instruments could adversely affect our financial condition and restrict
our range of operating activities.
  There can be no assurance that we will be able to pay or maintain cash distributions to
holders of Series B Shares or our common shareholder.
    14




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The average daily trading volume of our Series B Shares is relatively small, thus making it
difficult to buy or sell significant numbers of shares without affecting the market price.
 .
 Lightstone controls us, and will continue to control us, as long as one or more of its
affiliates own a majority of our common shares.
   15




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Lightstone and its designees on our Board may have interests that conflict with our interests .
  We may sell or acquire additional assets which could adversely affect our operations and
financial results
  The redevelopment of certain of our existing properties and any future development we may
undertake could be costly and involve substantial risk.
   16




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Only our Series B Shares are listed on the NYSE and, therefore, we are entitled to rely on
exemptions from certain corporate governance requirements.
  We depend on significant tenants
    Our current and future joint venture investments could be adversely affected by our lack of
sole decision-making authority, our reliance on our joint venture partners financial condition and
any disputes that may arise between us and our joint venture partners.
   17




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Tax indemnification obligations in the event that we sell a certain property could limit our
operating flexibility
  Failure to qualify as a REIT would have significant adverse consequences to us.
  
    
    we would not be allowed a deduction for distributions to shareholders in
computing our taxable income and 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.
    18




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We are required to include in our annual reports a report of our management on our internal
controls over our financial reporting under Section 404 of the Sarbanes Oxley Act of 2002. Any
adverse results from future evaluations could result in a loss of investor confidence in our
financial reports and have an adverse effect on the stock price of our Series B Shares and the
value of our common shares
  Other regulations could adversely affect our financial condition
  Failure to hedge effectively against interest rate changes may adversely affect our results of
operations
  Potential losses may not be covered by insurance.
   19




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The construction of new developments adjacent to or near certain of our existing properties
may adversely affect the leasing, operation and value of those properties.
  Book losses that have been recognized and that may be recognized in the future have eroded,
and may in the future erode, our book value.
   One or more of our properties may face foreclosure by our lenders or we may voluntarily decide
to convey one or more of our properties to a lender if a propertys cash flow is not enough to
service its debt, operating expenses and capital requirements or if we cannot refinance a property
upon debt maturity
   20




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We may incur significant costs of complying with the Americans with Disabilities Act and
similar laws
  Liabilities for environmental matters could adversely affect our financial condition
  Future terrorist attacks in the United States could harm the demand for, and the values of,
our properties.
   21




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
 General
      22




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Properties
  Net
    
    
    PercentageYear Built/
    
    Rentable
    
    
    Occupied asLocation
    
    Renovated
    
    Square Feet
    
    
    of 12/31/07Wholly-Owned Properties:330 N. Wabash Avenue (1)
    
    Chicago, IL
    
    1971
    
    
    1,466,023
    
    
    
    66.5
    %Continental Towers (2)
    
    Rolling Meadows, IL
    
    1977 thru 1981/2001
    
    
    910,796
    
    
    
    76.6
    %180 North LaSalle Street
    
    Chicago, IL
    
    1982/1999
    
    
    770,191
    
    
    
    87.0
    %800-810 Jorie Boulevard
    
    Oak Brook, IL
    
    1961/1992
    
    
    193,688
    
    
    
    41.8
    %4343 Commerce Court
    
    Lisle, IL
    
    1989
    
    
    167,756
    
    
    
    78.5
    %740-770 Pasquinelli Drive
    
    Westmont, IL
    
    1986
    
    
    110,299
    
    
    
    97.8
    %280 Shuman Blvd.
    
    Naperville, IL
    
    1979
    
    
    69,077
    
    
    
    90.1
    %Enterprise Center II
    
    Westchester, IL
    
    1999
    
    
    62,580
    
    
    
    64.8
    %7100 Madison Avenue
    
    Willowbrook, IL
    
    1999
    
    
    50,157
    
    
    
    100.0
    %1051 N. Kirk Road (3)
    
    Batavia, IL
    
    1990
    
    
    120,004
    
    
    
    100.0
    %Portfolio total
    
    
    
    
    
    
    3,920,571
    
    
    
    74.9
    %Unconsolidated Joint Venture
Properties:77 West Wacker Drive (4)
    
    Chicago, IL
    
    1992
    
    
    959,258
    
    
    
    86.3
    %Thistle Landing (5)
    
    Phoenix, AZ
    
    1999
    
    
    101,006
    
    
    
    59.4
    %
 (1)
    
    The land underlying a portion of this property, related to the parking garage, is leased
for a term expiring on April 30, 2019 with options to extend the term for an additional forty
years. On March 18, 2008, we sold floors 2 through 13 of this office property to a third
party that intends to construct a five-star super-luxury hotel on these floors.(2)
    
    We hold two mortgage notes receivable on this office property and have consolidated the
underlying property operations because we derive significant economic benefits from the
propertys operations.(3)
    
    1051 N. Kirk Road was sold to the tenant of this property on May 2, 2008.(4)
    
    At December 31, 2007, we held a 50.0% common ownership interest in a joint venture that
owned this office property. On January 7, 2008, we sold our joint venture interest in this
property to our joint venture partner and no longer hold any ownership interest in this
property.(5)
    
    We own a 23.1% common ownership interest in a joint venture that owns this office property.
On August 29, 2005, we were notified by our joint venture partner of the execution of a sale
agreement for three of the four buildings at Thistle Landing. The sale took place in early
November 2005 and we received a distribution relating to our interest of $3.9 million on
November 7, 2005, which was recorded as a reduction of our investment in the unconsolidated
joint venture. As a result of the sale, the net rentable square feet owned by the joint
venture was reduced to 101,006 square feet from 383,509 square feet. In addition, we have no
impairment on our investment because the fair value of our investment is greater than the
carrying value.  23




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ITEM 3. LEGAL PROCEEDINGS
       Accounting for Contingencies
  24




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     25




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
    CashDistributionsPaid (per unit)Fiscal Year 2006First quarter
    
    $
    2.8438Second quarter
    
    
    Third quarter
    
    
    Fourth quarter
    
    
    Fiscal Year 2007First quarter
    
    
    Second quarter
    
    
    Third quarter
    
    
    Fourth quarter
    
    
    
   26




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Equity Compensation Plans .
 Recent Sales of Unregistered Securities
  Purchases of Equity Securities by Issuer and Affiliated Purchasers
   27




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ITEM 6. SELECTED FINANCIAL DATA
  Successor Company
    
    
    Predecessor CompanyYear ended December 31
    
    
    Year ended December 312007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(dollars in thousands)
    
    
    (dollars in thousands)Balance Sheet DataReal estate assets
    
    $
    503,250
    
    
    $
    486,647
    
    
    $
    471,892
    
    
    $
    619,059
    
    
    $
    681,933Total assets
    
    
    675,886
    
    
    
    654,098
    
    
    
    771,921
    
    
    
    767,363
    
    
    
    948,781Mortgage notes and notes payable
    
    
    567,910
    
    
    
    453,695
    
    
    
    452,965
    
    
    
    427,445
    
    
    
    435,869Total liabilities
    
    
    635,559
    
    
    
    524,868
    
    
    
    530,668
    
    
    
    502,785
    
    
    
    663,640Minority interests
    
    
    65,040
    
    
    
    100,147
    
    
    
    135,853
    
    
    
    19,154
    
    
    
    21,803Shareholders equity (deficit)
    
    
    (24,713
    )
    
    
    29,083
    
    
    
    105,400
    
    
    
    245,424
    
    
    
    263,338
 Successor Company
    
    
    Predecessor CompanySix months
    
    
    Six monthsended
    
    
    endedDecember 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    2003(dollars in thousands,
    
    
    (dollars in thousands, exceptexcept per share amount)
    
    
    per share amount)Statement of Operations Data (1)Total revenue
    
    $
    91,013
    
    
    $
    97,396
    
    
    $
    47,691
    
    
    $
    47,339
    
    
    $
    97,040
    
    
    $
    123,532Operating income (loss)
    
    
    1,488
    
    
    
    5,193
    
    
    
    (1,025
    )
    
    
    (3,657
    )
    
    
    15,514
    
    
    
    28,741(Loss) income from continuing
operations
    
    
    (44,822
    )
    
    
    8,512
    
    
    
    4,295
    
    
    
    (18,418
    )
    
    
    (20,143
    )
    
    
    (15,666
    )Net (loss) income
    
    
    (44,796
    )
    
    
    8,683
    
    
    
    4,319
    
    
    
    (19,571
    )
    
    
    (11,383
    )
    
    
    (36,217
    )Net loss available to common
shareholders
    
    
    (53,796
    )
    
    
    (317
    )
    
    
    (181
    )
    
    
    (24,071
    )
    
    
    (20,383
    )
    
    
    (45,217
    )Basic and diluted earnings

available to common shares per 

weighted-average common share
(2)Loss from continuing operations
    
    $
    (227.59
    )
    
    $
    (2.06
    )
    
    $
    (0.87
    )
    
    $
    (0.97
    )
    
    $
    (1.23
    )
    
    $
    (1.23
    )Net loss available per
weighted-average common share
of beneficial interest basic
and diluted
    
    
    (227.48
    )
    
    
    (1.34
    )
    
    
    (0.76
    )
    
    
    (1.02
    )
    
    
    (0.86
    )
    
    
    (2.25
    )Distributions paid per common
share/common unit
    
    
    
    
    
    
    2.8438
    
    
    
    1.1225
    
    
    
    
    
    
    
    
    
    
    
    Preferred stock dividends paid
per share
    
    
    2.8125
    
    
    
    1.6875
    
    
    
    4.50
    
    
    
    1.125
    
    
    
    1.6875
    
    
    
    
  28




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Successor Company
    
    
    Predecessor CompanySix months
    
    
    Six monthsended
    
    
    endedDecember 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    2003(dollars in thousands,
    
    
    (dollars in thousands, exceptexcept per share amount)
    
    
    per share amount)Cash Flow and Operating DataCash flow provided by (used in):Operating activities
    
    $
    1,134
    
    
    $
    4,838
    
    
    $
    1,236
    
    
    $
    (6,659
    )
    
    $
    22,108
    
    
    $
    56,875Investing activities
    
    
    (129,700
    )
    
    
    66,403
    
    
    
    (60,044
    )
    
    
    2,258
    
    
    
    116,613
    
    
    
    296,732Financing activities
    
    
    106,348
    
    
    
    (28,739
    )
    
    
    6,773
    
    
    
    2,314
    
    
    
    (99,598
    )
    
    
    (336,799
    )Office Properties:Square footage
    
    
    3,800,567
    
    
    
    3,865,828
    
    
    
    3,772,482
    
    
    
    4,636,918
    
    
    
    4,632,633
    
    
    
    5,536,065Occupancy (%)
    
    
    74.1
    
    
    
    79.0
    
    
    
    83.7
    
    
    
    82.8
    
    
    
    85.1
    
    
    
    75.1Industrial Properties:Square footage
    
    
    120,004
    
    
    
    120,004
    
    
    
    120,004
    
    
    
    120,004
    
    
    
    120,004
    
    
    
    3,874,712Occupancy (%)
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    81.4Unconsolidated Joint Venture
Properties:Square footage
    
    
    1,060,264
    
    
    
    1,060,725
    
    
    
    2,554,866
    
    
    
    2,833,068
    
    
    
    2,831,303
    
    
    
    2,827,302Occupancy (%)
    
    
    83.7
    
    
    
    76.4
    
    
    
    77.6
    
    
    
    80.9
    
    
    
    79.7
    
    
    
    74.1
 (1)
    
    Information for the years ended December 31, 2006 (including the six months ended
December 31, 2005 and the six months ended June 30, 2005), 2004 and 2003 has been restated for
the reclassification of the operations of properties, to reflect the impact of SFAS No. 144,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of (SFAS No. 144), from continuing operations to discontinued operations.(2)
    
    Net loss available per weighted-average common share of beneficial interest-basic equals net
income divided by 236,483; 236,483; 236,483; 23,658,579; 23,671,412 and 20,105,183 common
shares for the years ended December 31, 2007, December 31, 2006, for the six months ended
December 31, 2005, for the six months ended June 30, 2005 and for the years ended
December 31, 2004 and 2003, respectively. Net loss available per weighted-average share of
beneficial interest-diluted equals net income divided by 236,483; 236,483; 236,483;
23,658,579; 23,671,412 and 20,105,183 common shares for the years ended December 31, 2007,
December 31, 2006, for the six months ended December 31, 2005, for the six months ended
June 30, 2005 and for the years ended December 31, 2004 and 2003, respectively. The change in
number of weighted-average common shares is principally due to the Acquisition by Lightstone
and common unitholders in our Operating Partnership exchanging common units for common shares
and the issuance of new common units in our Operating Partnership in connection with property
acquisitions.  29




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ITEM 7.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 Overview
         30




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Portfolio OccupancyDecember 31
    
    
    September 30
    
    
    June 30
    
    
    March 31
    
    
    December 312007
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2006Portfolio Total
    
    
    74.9
    %
    
    
    74.5
    %
    
    
    76.3
    %
    
    
    80.2
    %
    
    
    79.6
    %Unconsolidated
Joint Venture
Properties
    
    
    83.7
    %
    
    
    80.8
    %
    
    
    90.0
    %
    
    
    92.1
    %
    
    
    76.4
    %
 2007 Business Summary
  
    
    retiring, extending or refinancing debt;
    
    completing certain capital transactions;
    
    reducing operating costs; and
    
    aggressively pursuing leasing transactions.
  
    
    We initiated efforts to refinance our 330 N. Wabash Avenue property and to sell floors 2
through 13 to a hotel developer for the construction of a five-star super-luxury hotel, and
both transactions ultimately closed on March 18, 2008.
    
    Through December 31, 2007, we commenced 41 new and expansion office leases totaling 696,160
square feet, and renewed or extended 35 office leases totaling 376,403 square feet including
our joint venture properties.
    
    In 2007, we began negotiating the sale of our joint venture interest in The United
Building, and in January 2008 we closed on the sale and used a portion of the proceeds to
retire the $18.8 million outstanding indebtedness on two Citicorp mezzanine loans.
 Key Performance Indicators
    31




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Results of Operations
 Comparison of the Year ended December 31, 2007 to the Year ended December 31, 2006
  2007
    
    
    2006
    
    
    $ Change
    
    
    % Change(dollars in thousands)Property revenues
    
    $
    87,654
    
    
    $
    94,590
    
    
    $
    (6,936
    )
    
    
    (7.3
    )%Services Company revenues
    
    
    3,359
    
    
    
    2,806
    
    
    
    553
    
    
    
    19.7Total revenues
    
    
    91,013
    
    
    
    97,396
    
    
    
    (6,383
    )
    
    
    (6.6
    )Property operating expenses
    
    
    47,780
    
    
    
    47,240
    
    
    
    540
    
    
    
    1.1Depreciation and amortization
    
    
    32,700
    
    
    
    34,598
    
    
    
    (1,898
    )
    
    
    (5.5
    )General and administrative
    
    
    6,210
    
    
    
    6,393
    
    
    
    (183
    )
    
    
    (2.9
    )Services Company operations
    
    
    2,835
    
    
    
    3,972
    
    
    
    (1,137
    )
    
    
    (28.6
    )Total expenses
    
    
    89,525
    
    
    
    92,203
    
    
    
    (2,678
    )
    
    
    (2.9
    )Operating income
    
    
    1,488
    
    
    
    5,193
    
    
    
    (3,705
    )
    
    
    (71.3
    )Loss from investments in unconsolidated
joint ventures
    
    
    (49,687
    )
    
    
    (9,145
    )
    
    
    (40,542
    )
    
    
    (443.3
    )Interest and other income
    
    
    2,961
    
    
    
    2,850
    
    
    
    111
    
    
    
    3.9Interest:Expense
    
    
    (36,610
    )
    
    
    (42,183
    )
    
    
    5,573
    
    
    
    13.2Amortization of deferred financing costs
    
    
    (910
    )
    
    
    (3,146
    )
    
    
    2,236
    
    
    
    71.1Loss from continuing operations before minority interests
    
    
    (82,758
    )
    
    
    (46,431
    )
    
    
    (36,327
    )
    
    
    (78.2
    )Minority interests
    
    
    37,936
    
    
    
    54,943
    
    
    
    (17,007
    )
    
    
    (31.0
    )(Loss) income from continuing operations
    
    
    (44,822
    )
    
    
    8,512
    
    
    
    (53,334
    )
    
    
    (626.6
    )Discontinued operations,
net of minority interests
    
    
    26
    
    
    
    
    
    
    
    26
    
    
    
    (Loss) income before gain on sales of real estate and
joint venture interests
    
    
    (44,796
    )
    
    
    8,512
    
    
    
    (53,308
    )
    
    
    (626.3
    )Gain on sales of real estate and joint venture interests,
net of minority interests
    
    
    
    
    
    
    171
    
    
    
    (171
    )
    
    
    (100.0
    )Net (loss) income
    
    $
    (44,796
    )
    
    $
    8,683
    
    
    $
    (53,479
    )
    
    
    (615.9
    )%
 Property Revenues.
 Services Company Revenues
 Property Operating Expenses.
  32




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##### Table of Contents



Depreciation and Amortization.
 Services Company Operations.
 Loss From Investments in Unconsolidated Joint Ventures.
 Interest Expense.
 Amortization of Deferred Financing Costs
 Discontinued Operations.
  33




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##### Table of Contents



Comparison of the Year ended December 31, 2006 to the Year ended December 31, 2005
  2006
    
    
    2005
    
    
    $ Change
    
    
    % Change(dollars in thousands)Property revenues
    
    $
    94,590
    
    
    $
    92,834
    
    
    $
    1,756
    
    
    
    1.9
    %Services Company revenues
    
    
    2,806
    
    
    
    2,196
    
    
    
    610
    
    
    
    27.8Total revenues
    
    
    97,396
    
    
    
    95,030
    
    
    
    2,366
    
    
    
    2.5Property operating expenses
    
    
    47,240
    
    
    
    47,707
    
    
    
    (467
    )
    
    
    (1.0
    )Depreciation and amortization
    
    
    34,598
    
    
    
    29,553
    
    
    
    5,045
    
    
    
    17.1General and administrative
    
    
    6,393
    
    
    
    7,708
    
    
    
    (1,315
    )
    
    
    (17.1
    )Services Company operations
    
    
    3,972
    
    
    
    4,062
    
    
    
    (90
    )
    
    
    (2.2
    )Severance costs
    
    
    
    
    
    
    394
    
    
    
    (394
    )
    
    
    (100.0
    )Strategic alternative costs
    
    
    
    
    
    
    10,288
    
    
    
    (10,288
    )
    
    
    (100.0
    )Total expenses
    
    
    92,203
    
    
    
    99,712
    
    
    
    (7,509
    )
    
    
    (7.5
    )Operating income (loss)
    
    
    5,193
    
    
    
    (4,682
    )
    
    
    9,875
    
    
    
    210.9Loss from investments in unconsolidated
joint ventures
    
    
    (9,145
    )
    
    
    (13,022
    )
    
    
    3,877
    
    
    
    29.8Interest and other income
    
    
    2,850
    
    
    
    2,596
    
    
    
    254
    
    
    
    9.8Interest:Expense
    
    
    (42,183
    )
    
    
    (23,940
    )
    
    
    (18,243
    )
    
    
    (76.2
    )Amortization of deferred financing costs
    
    
    (3,146
    )
    
    
    (1,288
    )
    
    
    (1,858
    )
    
    
    (144.3
    )Loss from continuing operations before minority interests
    
    
    (46,431
    )
    
    
    (40,336
    )
    
    
    (6,095
    )
    
    
    (15.1
    )Minority interests
    
    
    54,943
    
    
    
    26,213
    
    
    
    28,730
    
    
    
    109.6Income (loss) from continuing operations
    
    
    8,512
    
    
    
    (14,123
    )
    
    
    22,635
    
    
    
    160.3Discontinued operations,
net of minority interests
    
    
    
    
    
    
    (10,200
    )
    
    
    10,200
    
    
    
    100.0Income (loss) before gain on sales of real estate and
joint venture interests
    
    
    8,512
    
    
    
    (24,323
    )
    
    
    32,835
    
    
    
    135.0Gain on sales of real estate and joint venture interests,
net of minority interests
    
    
    171
    
    
    
    9,071
    
    
    
    (8,900
    )
    
    
    (98.1
    )Net income (loss)
    
    $
    8,683
    
    
    $
    (15,252
    )
    
    $
    23,935
    
    
    
    156.9
    %
 Property Revenues.
 Services Company Revenues
 Property Operating Expenses.
 Depreciation and Amortization
 General and Administrative
  34




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##### Table of Contents



Strategic Alternative Costs.
 Loss From Investments in Unconsolidated Joint Ventures.
 Interest and Other Income. .
 Interest Expense.
 Amortization of Deferred Financing Costs
 Minority Interests
 Discontinued Operations.
 Gain on Sales of Real Estate and Joint Venture Interests.
  35




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##### Table of Contents



Liquidity and Capital Resources
 Recent Developments .
  The United Building Sale.
  BHAC Capital IV, L.L.C
  330 N. Wabash Avenue Hotel Sale.
  36




---



##### Table of Contents



330 N. Wabash Avenue Refinancing.
      37




---



##### Table of Contents



1051 N. Kirk Road Sale.
   BHAC Capital IV, L.L.C
  4343 Commerce Court Refinancing .
 Liquidity
  38




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##### Table of Contents



Payments Due by Period(dollars in thousands)2009/
    
    
    2011/
    
    
    2013 andContractual Obligations (A)
    
    Total
    
    
    2008
    
    
    2010
    
    
    2012
    
    
    ThereafterMortgage notes payable (B)
    
    $
    567,910
    
    
    $
    351,014
    
    
    $
    36,492
    
    
    $
    65,404
    
    
    $
    115,000Operating lease obligations
    
    
    2,882
    
    
    
    561
    
    
    
    482
    
    
    
    442
    
    
    
    1,397Tenant improvement
allowances (C)
    
    
    10,337
    
    
    
    10,337
    
    
    
    
    
    
    
    
    
    
    
    Liabilities for leases
assumed and 
lease
reimbursement obligations
(D)
    
    
    43,556
    
    
    
    10,040
    
    
    
    17,805
    
    
    
    15,711
    
    
    
    Total contractual cash
obligations
    
    $
    624,685
    
    
    $
    371,952
    
    
    $
    54,779
    
    
    $
    81,557
    
    
    $
    116,397
 (A)
    
    We anticipate funding these obligations from operations, cash on hand, escrowed funds and the
proceeds of equity, debt or asset sale(s) transaction(s) as discussed above.  39




---



##### Table of Contents



(B)
    
    These totals represent the fair value of our mortgage notes payable as adjusted in
conjunction with the application of purchase accounting related to the Acquisition. Also, as
a result of the Acquisition, we are amortizing the fair value adjustment for our debt over the
remaining life of the debt, which is recorded in the accretion of mortgage note payable. For
the year ended December 31, 2007, amortization totaled $1.3 million. The actual amount owed to
lenders for mortgage notes payable at December 31, 2007, is $565.1 million. Of this balance,
$18.8 million was paid on January 7, 2008 to retire the outstanding balance on two Citicorp
mezzanine loans. In addition, on March 18, 2008, a $195.0 million first mortgage and
mezzanine loan was retired and refinanced by a new
$138.0 million loan. Interest expense obligations related to
mortgage notes payable total $89.9 million and are due as follows:
$22.5 million in 2008; $26.5 million in 2009/2010;
$14.1 million in 2011/2012; and $26.8 million in
2013/thereafter.(C)
    
    We have escrows of $9.0 million that may be utilized to fund these obligations.(D)
    
    These obligations would be offset by any receipts from subleasing of the related space. We
currently have executed subleases that we estimate will provide subleasing receipts of
$35.8 million consisting of base rent and the pro-rata share of operating expenses and real
estate taxes. In addition, we have escrowed reserves totaling $6.3 million to fund a portion
of this contractual amount at December 31, 2007. Amount of Commitment Expiration Per PeriodTotal
    
    
    (dollars in thousands)Amounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2013 andOther Commercial Commitments
    
    Committed
    
    
    2008
    
    
    2009-2010
    
    
    2011-2012
    
    
    ThereafterGuarantees (A)
    
    $
    2,756
    
    
    $
    (A
    )
    
    $
    (A
    )
    
    $
    (A
    )
    
    $
    (A
    )Unconsolidated joint ventures (B)
    
    
    80,820
    
    
    
    (B
    )
    
    
    (B
    )
    
    
    (B
    )
    
    
    (B
    )Tax indemnifications (C)
    
    
    14,018
    
    
    
    (C
    )
    
    
    (C
    )
    
    
    (C
    )
    
    
    (C
    )Environmental remediation (D)
    
    
    4,467
    
    
    
    3,612
    
    
    
    609
    
    
    
    43
    
    
    
    203Series B Shares (E)
    
    
    (E
    )
    
    
    2,250
    
    
    
    (E
    )
    
    
    (E
    )
    
    
    (E
    )Total commercial commitments
    
    $
    102,061
    
    
    $
    5,862
    
    
    $
    609
    
    
    $
    43
    
    
    $
    203
 (A)
    
    This represents a guarantee for $2.8 million to ensure certain tenant improvement and lease
commission payments are made with respect to the joint venture that owned an office building
known as The United Building located at 77 West Wacker Drive in Chicago, Illinois. On January
7, 2008, we sold our joint venture interest in this property to our joint venture partner and
no longer hold any ownership interest in this property.(B)
    
    We had a 50.0% common interest in an unconsolidated real estate joint venture that owned
The United Building. The amount shown includes 50.0% of the balance of the $161.6 million
mortgage note payable secured by the property.In addition, we have a 23.1% interest in an unconsolidated real estate venture, which owns a
0.1 million square foot office property in Phoenix, Arizona and subsequent to the sale of three
of the four buildings owned by the venture in August 2005, is unencumbered.(C)
    
    We estimate our maximum possible exposure on tax indemnifications to be $14.0 million if the
remaining indemnity property had been sold as of December 31, 2007. See Note 15  Commitments
and Contingencies  Tax Indemnities to our consolidated financial statements included in this
report for further information.(D)
    
    This represents a liability for asbestos abatement at our 330 N. Wabash Avenue property. See
Note 15  Commitments and Contingencies  Environmental to our consolidated financial
statements included in this report for further information.  40




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##### Table of Contents



(E)
    
    Dividends are cumulative and payable at a 9.0% annual rate each quarter that our
Series B Shares remain outstanding. On March 22, 2007, our Board declared and set apart for
payment a quarterly dividend on our Series B Shares of $0.5625 per share for the first quarter
of 2007 dividend period. This quarterly dividend had a record date of April 9, 2007 and a
payment date of April 30, 2007. On June 21, 2007, our Board declared and set apart for
payment a quarterly dividend on our Series B Shares of $0.5625 per share for the second
quarter of 2007 dividend period. This quarterly dividend had a record date of July 6, 2007 and
a payment date of July 31, 2007. On September 24, 2007, our Board declared and set apart for
payment a quarterly dividend on our Series B Shares of $0.5625 per share for the third quarter
of 2007 dividend period. This quarterly dividend had a record date of October 8, 2007 and a
payment date of October 31, 2007. On December 20, 2007, our Board declared and set apart for
payment a quarterly dividend on our Series B Shares of $0.5625 per share for the fourth
quarter of 2007 dividend period. The quarterly dividend had a record date of January 10, 2008
and a payment date of January 31, 2008. Under our Charter, these dividends are deemed to be
quarterly distributions relating to the first, second, third and fourth quarter 2007 dividend
periods, the earliest accrued but unpaid quarterly dividends on our preferred shares.With respect to the payment of the dividends referred to above, there can be no assurance as
to the timing and amounts of any future dividends, and the payment of dividends at this
time should not be construed to convey any degree of certainty with respect to future
dividend payments. Management and our Board review the Companys cash position, the status
of potential capital events, debt levels and the Companys requirements for cash reserves
each quarter prior to making any decision with respect to paying dividends.The holders of our Series B Shares have the right to elect two additional members to our
Board if six consecutive quarterly distributions on our Series B Shares are not made. The
term of any trustees elected by the Series B shareholders will expire whenever all arrears
in dividends on the Series B Shares have been paid and current dividends declared and set
apart for payment. Tenant Concentration.
 GrossTenant
    
    
    % Of Our Total
    
    
    LeaseTenant
    
    Revenue
    
    
    Revenue
    
    
    Expiration(dollars in thousands)Jenner & Block (1)
    
    $
    13,339
    
    
    
    11.9
    %
    
    April 2010Ameriquest Mortgage Company
    
    
    6,736
    
    
    
    6.0
    
    
    June 2011Accenture
    
    
    5,124
    
    
    
    4.6
    
    
    July 2015Jones Day (2)
    
    
    3,409
    
    
    
    3.0
    
    
    September 2022United Airlines (2)
    
    
    3,402
    
    
    
    3.0
    
    
    February 2022$
    32,010
    
    
    
    28.5
    %
 (1)
    
    We have been informed that Jenner & Block will not be renewing their lease at
expiration.(2)
    
    These are tenants of The United Building in which we had an ownership interest in the
joint venture that owned the office property until our sale of such interest in January
2008 to our joint venture partner.  41




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##### Table of Contents




    
    the nature of the financial difficulties;
    
    our ability to obtain control of the space for re-leasing;
    
    market conditions;
    
    the length of time it would require for us to re-lease the tenants space; and
    
    whether the tenants rent was above or below market.
 Property Sales
 Preferred Shares .
    42




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##### Table of Contents



Tax Indemnity Agreements .
    Indebtedness .
 Interest Rate Protection Agreement .
 Notional
    
    
    CappedAmount as of
    
    
    LIBOR/December 31
    
    
    Eurodollar
    
    
    Effective
    
    
    ExpirationLoan Associated with
    
    2007
    
    
    Rate
    
    
    Date
    
    
    Date330 N. Wabash Avenue
First Mortgage/Mezzanine Loans
    
    $
    195,000,000
    
    
    
    6.6
    %
    
    
    3/15/07
    
    
    
    3/15/08Continental Towers
First Mortgage
    
    $
    75,000,000
    
    
    
    6.5
    %
    
    
    5/02/05
    
    
    
    5/01/08PGRT Equity
Mezzanine Loans
    
    $
    47,000,000
    
    
    
    4.8
    %
    
    
    1/03/06
    
    
    
    1/03/08PGRT Equity II
Mezzanine Loan
    
    $
    11,000,000
    
    
    
    4.8
    %
    
    
    1/03/06
    
    
    
    1/03/08
  43




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##### Table of Contents



Debt Activity
 Capital Improvements
 Off-Balance Sheet Arrangements
   Historical Cash Flows
 Year ended December 312007
    
    
    2006
    
    
    $ Change
    
    
    % Change(dollars in thousands)Net cash provided by operating activities
    
    $
    1,134
    
    
    $
    4,838
    
    
    $
    (3,704
    )
    
    
    (76.6
    )%Net cash (used in) provided by investing
activities
    
    $
    (129,700
    )
    
    $
    66,403
    
    
    $
    (196,103
    )
    
    
    (295.3
    )%Net cash provided by (used in) financing
activities
    
    $
    106,348
    
    
    $
    (28,739
    )
    
    $
    135,087
    
    
    
    470.0
    %
  44




---



##### Table of Contents



Cash Flows from Operating Activities
 Cash Flows from Investing Activities.
 Cash Flows from Financing Activities.
 Year ended December 312006
    
    
    2005
    
    
    $ Change
    
    
    % Change(dollars in thousands)Net cash provided
by (used in)
operating
activities
    
    $
    4,838
    
    
    $
    (5,423
    )
    
    $
    10,261
    
    
    
    189.2
    %Net cash provided
by (used in)
investing
activities
    
    $
    66,403
    
    
    $
    (57,786
    )
    
    $
    124,189
    
    
    
    214.9
    %Net cash (used in)
provided by
financing
activities
    
    $
    (28,739
    )
    
    $
    9,087
    
    
    $
    (37,826
    )
    
    
    (416.3
    )%
 Cash Flows from Operating Activities. .
  45




---



##### Table of Contents



Cash Flows from Investing Activities.
 Cash Flows from Financing Activities.
 Critical Accounting Policies
 General
  Consolidation Consolidation of Variable
Interest Entities
  46




---



##### Table of Contents



Tenant Reimbursements
 Accounts Receivable and Allowance for Doubtful Accounts .
 Assumed Lease Liabilities .
 Depreciation and Amortization
  47




---



##### Table of Contents



Interest Rate Protection Agreements
  Impairment of Long-Lived Assets .
  Impact of Recently Issued Accounting Standards
 Accounting for Uncertainty in Income
Taxes  an interpretation of FASB Statement No. 109
  48




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##### Table of Contents



Fair Value Measurements
 The Fair Value Option for Financial Assets
and Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115
 Business Combinations  , Noncontrolling Interests in Consolidated Financial
Statements .
 Inflation
    49




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate SensitivityPrincipal (Notional) Amount by Expected MaturityAverage Interest Rate2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Thereafter
    
    
    Total(dollars in millions)LiabilitiesMortgage notes payable (1):Fixed rate amount  Carrying Value
    
    $
    16.1
    
    
    $
    1.7
    
    
    $
    33.1
    
    
    $
    65.4
    
    
    $
    
    
    
    $
    115.0
    
    
    $
    231.3Weightedaverage interest rate 
Carrying Value
    
    
    7.1
    %
    
    
    6.4
    %
    
    
    8.3
    %
    
    
    5.6
    %
    
    
    
    
    
    
    5.9
    %
    
    
    Fixed rate amount  Fair Value
    
    $
    17.2
    
    
    $
    2.7
    
    
    $
    33.8
    
    
    $
    65.4
    
    
    $
    
    
    
    $
    115.0
    
    
    $
    234.1Weightedaverage interest rate 
Fair Value
    
    
    7.2
    %
    
    
    7.2
    %
    
    
    8.3
    %
    
    
    5.6
    %
    
    
    
    
    
    
    5.9
    %
    
    
    Variable rate amount (2)
    
    $
    333.8
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    333.8Weightedaverage interest rate
    
    
    8.3
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest rate cap agreements (3):Notional amount
    
    $
    213.8
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    213.8Weightedaverage cap rate
    
    
    9.4
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    Based upon the rates in effect at December 31, 2007, the weightedaverage interest rates on
our mortgage notes payable at December 31, 2007 was 7.5%. If interest rates on our variable
rate debt increased by one percentage point, our annual interest incurred (excluding the
effects of the interest rate protection agreements) would increase by $3.3 million.(2)
    
    On June 29, 2007, through one of our subsidiaries, PGRT ESH, we obtained a $120.0 million
non-recourse loan from Citicorp. The loan is interest only and accrues interest at a variable
rate of 4.0% above LIBOR or 1.50% above Citicorps base interest rate, as selected by PGRT ESH
from time to time. The loan has a maturity date of June 10, 2008, and is guaranteed by
Lightstone Holdings, and our Chairman of the Board, Mr. David Lichtenstein.In February 2007, the final extension option on the $195.0 million 330 N. Wabash Avenue loan was
purchased for $0.5 million, which extended the maturity date to March 10, 2008 and included the
costs of extending the interest rate cap agreement.(3)
    
    In connection with the 330 N. Wabash Avenue loan extension we obtained an interest rate cap
of LIBOR at 6.6% with a notional amount of $195.0 million for the term of the outstanding debt
collateralized by our 330 N. Wabash Avenue property. In March 2008, this debt was retired and
replaced with a new $138.0 million first mortgage loan.In January 2006, a mezzanine loan for $58.0 million was obtained and collateralized by a
pledge of our holdings of Prime Equity. In addition, we purchased an interest rate protection
agreement which caps the total interest rate at 9.1%. On November 21, 2006, $39.2 million of
principal was repaid, leaving an outstanding balance of $18.8 million. This remaining balance
was subsequently paid on January 7, 2008 utilizing proceeds from the sale of our joint venture
interest in The United Building to our joint venture partner.  50




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
      Internal Control 
Integrated Framework.
   
 ITEM 9B. OTHER INFORMATION
   51




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PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 Trustees
  Principal
    
    Year Term of
    
    
    Served as aOccupation and
    
    Office Will
    
    
    TrusteeName
    
    Age
    
    Positions Held
    
    Expire
    
    
    SinceDavid Lichtenstein
    
    47
    
    Chairman of the Board
    
    
    2008
    
    
    
    2005Jeffrey A. Patterson
    
    48
    
    President and Chief Executive Officer, Trustee
    
    
    2008
    
    
    
    2005Peyton Owen, Jr.
    
    51
    
    Trustee
    
    
    2008
    
    
    
    2007John M. Sabin
    
    53
    
    Independent Trustee
    
    
    2008
    
    
    
    2005Shawn R. Tominus
    
    48
    
    Independent Trustee
    
    
    2008
    
    
    
    2005Bruno de Vinck
    
    62
    
    Trustee
    
    
    2008
    
    
    
    2005George R. Whittemore
    
    58
    
    Independent Trustee
    
    
    2008
    
    
    
    2005
 David Lichtenstein
 Jeffrey A. Patterson
  52




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Peyton (Chip) Owen, Jr.
 John M. Sabin
 Shawn R. Tominus
 Bruno de Vinck
 George R.. Whittemore
  53




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##### Table of Contents



Executive Officers
  Name
    
    Age
    
    PositionDavid Lichtenstein
    
    47
    
    Chairman of the BoardJeffrey A. Patterson
    
    48
    
    President and Chief Executive Officer, TrusteeJames F. Hoffman
    
    45
    
    Senior Executive Vice PresidentGeneral Counsel and SecretarySteven R. Baron
    
    59
    
    Executive Vice PresidentLeasingPaul G. Del Vecchio
    
    43
    
    Executive Vice PresidentCapital MarketsVictoria A. Cory
    
    43
    
    Senior Vice PresidentLoan Administration, Real Estate Tax and Due DiligenceAnita T. Pallardy
    
    49
    
    Senior Vice PresidentLeasing
 David Lichtenstein
 Jeffrey A. Patterson
 James F. Hoffman
  54




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##### Table of Contents



Steven R. Baron
 Paul G. Del Vecchio
 Victoria A. Cory
 Anita T. Pallardy.
 Section 16(a) Beneficial Ownership Reporting Compliance
    55




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Code of Ethics
 www.pgrt.com
 Information Regarding Audit Committee
 www.pgrt.com
 Information Regarding Compensation Committee (or equivalent)
    
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
   56




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Base Salaries
 Annual Cash Bonuses
  57




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Summary Compensation Table
  All OtherOption
    
    
    Compen-Salary
    
    
    Bonus
    
    
    Awards
    
    
    sation ($)Name and Principal Position
    
    Year
    
    
    ($) (1)
    
    
    ($) (1)(2)
    
    
    ($) (3)
    
    
    (4)
    
    
    Total ($)Jeffrey A. Patterson
    
    
    2007
    
    
    
    437,091
    
    
    
    542,913
    
    
    
    106,000
    
    
    
    5,500
    
    
    
    1,091,504President and Chief
    
    
    2006
    
    
    
    424,360
    
    
    
    500,000
    
    
    
    153,400
    
    
    
    5,500
    
    
    
    1,083,260Executive OfficerJames F. Hoffman
    
    
    2007
    
    
    
    242,500
    
    
    
    227,087
    
    
    
    0
    
    
    
    5,500
    
    
    
    475,087Senior Executive Vice
    
    
    2006
    
    
    
    233,400
    
    
    
    215,000
    
    
    
    0
    
    
    
    5,500
    
    
    
    453,900President
General Counsel and
SecretaryAnita T. Pallardy
    
    
    2007
    
    
    
    126,161
    
    
    
    293,696
    
    
    
    0
    
    
    
    3,154
    
    
    
    423,011Senior Vice President
    
    
    2006
    
    
    
    120,000
    
    
    
    191,053
    
    
    
    0
    
    
    
    3,000
    
    
    
    314,053LeasingPaul G. Del Vecchio
    
    
    2007
    
    
    
    180,000
    
    
    
    120,000
    
    
    
    0
    
    
    
    5,500
    
    
    
    305,500Executive Vice President
    
    
    2006
    
    
    
    159,650
    
    
    
    110,000
    
    
    
    0
    
    
    
    5,500
    
    
    
    275,150Capital MarketsSteven R. Baron
    
    
    2007
    
    
    
    94,045
    
    
    
    127,529
    
    
    
    0
    
    
    
    5,313
    
    
    
    226,887Executive Vice
    
    
    2006
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0PresidentLeasing
 
 (1)
    
    Amounts shown include cash and non-cash compensation or bonuses, as applicable, as reported
in the year in which the service was performed, even if such compensation or bonuses, as
applicable, were paid or vested in a subsequent year.(2)
    
    Bonus amounts for 2007 include cash bonuses paid in the ordinary course for services
performed in 2007. Further, Ms. Pallardy and Mr. Baron received leasing bonuses of $293,696
and $127,529, respectively, which are included in the table above.(3)
    
    Consisting of grants of options to acquire either directly or through equity interests in
Prime Office a 3.5% ownership interest in the Operating Partnership and us on substantially
the same economic terms as Prime Offices other initial equity investors. The option award in
the 2006 row expired on December 31, 2007 without being exercised. In January 2008, Mr.
Patterson and Prime Office entered into a new option agreement dated as of December 31, 2007,
as more fully described in Employment Agreements below.(4)
    
    Includes employer matching to the Operating Partnerships 401(k) Plan. Employment Agreements
   58




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59




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Option Grants, Exercises and Holdings
  Compensation of Trustees
  Fees Earnedor Paid inName
    
    Cash ($) (1)David Lichtenstein
    
    
    0John M. Sabin
    
    
    45,500Peyton Owen, Jr. (2)
    
    
    8,924Michael M. Schurer (2)
    
    
    31,152Shawn R. Tominus
    
    
    45,500Bruno de Vinck
    
    
    32,000George R. Whittemore
    
    
    50,500
 (1)
    
    We pay our trustees who are not our employees or affiliated with us a fee for their
services as trustees. Such persons receive annual compensation of $26,000 plus a fee of
$1,000 for attendance
at each meeting of the Board and $500 for attendance at each committee meeting. Members of
the audit committee receive an additional $10,000 per year (which is currently being paid to
Messrs. Whittemore, Sabin and Tominus), plus an additional $5,000 per year for the chairman
of the audit committee (Mr. Whittemore).  60




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##### Table of Contents



(2)
    
    On September 18, 2007, Michael M. Schurer resigned from his position as a Trustee on
our Board because he had decided to resign his position as the Chief Financial Officer of
the Companys parent company, Lightstone. On September 24, 2007, the Board of Trustees of
the Company elected Peyton Owen, Jr. as a non-independent trustee of our Board and a member
of the Executive Committee of the Board, to replace Mr. Schurer. Mr. Owen is currently the
President and Chief Operating Officer of Lightstone. Compensation Committee Interlocks and Insider Participation
  Compensation Report
    
  61




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##### Table of Contents



ITEM 12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 Principal Security Holders Of The Company
   Number of Common Units ofPrime GroupName and Address of
    
    Realty L.P. Beneficially
    
    
    Percent of All Common UnitsBeneficial Owner
    
    Owned(1)
    
    
    of Prime Group Realty, L.P.David Lichtenstein (2)
    
    
    26,724,872
    
    
    
    100
    %Jeffrey A. Patterson
    
    
    (3
    )
    
    
    (3
    )James F. Hoffman
    
    
    
    
    
    
    Steven R. Baron
    
    
    
    
    
    
    Paul G. Del Vecchio
    
    
    
    
    
    
    Anita T. Pallardy
    
    
    
    
    
    
    Peyton Owen, Jr.
    
    
    
    
    
    
    John M. Sabin
    
    
    
    
    
    
    Shawn R. Tominus
    
    
    
    
    
    
    Bruno de Vinck
    
    
    
    
    
    
    George R. Whittemore
    
    
    
    
    
    
    Our trustees and
executive officers as a
group ([11] persons)
    
    
    26,724,872
    
    
    
    100
 (1)
    
    The ownership of common units of our Operating Partnership presented in this table is derived
from the transfer records maintained by the Operating Partnership based on information
provided by the limited partners.(2)
    
    Mr. Lichtenstein controls (i) Prime Office which owns 78.49% of the common units of limited
partner interest in the Operating Partnership and 100% of our common shares and (ii) Park
Avenue Funding, LLC, which owns 20.63% of the common units of limited partner interest in the
Operating Partnership.(3)
    
    Mr. Patterson has been granted an option to purchase interests equivalent to a 3.5% ownership
interest in the Operating Partnership and us.Except as described above and except for the dispute described above relating to a terminated
option to acquire a 1.0% ownership interest in the Operating Partnership and us previously
held by Ms. Fendley, none of our trustees or executive officers own any shares of any other
class of our equity securities or equity securities of any of our parent or our subsidiaries.  62




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Equity Compensation Plan Information
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Transactions with Related Persons
       63




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Review, Approval or Ratification of Transaction with Related Persons
  Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 Audit And Non-Audit Fees
  Grant Thornton LLP
    
    
    Ernst & Young LLP
    
    
    Total2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Audit Fees
    
    $
    357,375
    
    
    $
    484,709
    
    
    $
    16,000
    
    
    $
    17,000
    
    
    $
    373,375
    
    
    $
    501,709Audit-Related Fees
    
    
    168,944
    
    
    
    122,225
    
    
    
    
    
    
    
    49,000
    
    
    
    168,944
    
    
    
    171,225Tax Fees
    
    
    230,370
    
    
    
    288,185
    
    
    
    119,499
    
    
    
    8,000
    
    
    
    349,869
    
    
    
    296,185$
    756,689
    
    
    $
    895,119
    
    
    $
    135,499
    
    
    $
    74,000
    
    
    $
    892,188
    
    
    $
    969,119
   64




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65




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PRIME GROUP REALTY TRUST
 
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) (1) Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2007 and 2006
    
    
    F-3Consolidated Statements of Operations and Comprehensive Income (Loss) for the
years ended December 31, 2007, December 31, 2006, for the six months ended
December 31, 2005 (successor company) and for the six months ended
June 30, 2005 (predecessor company)
    
    
    F-4Consolidated Statements of Changes in Shareholders Equity (Deficit) for the
years ended December 31, 2007, December 31, 2006, for the six months ended
December 31, 2005 (successor company) and for the six months ended June 30,
2005 (predecessor company)
    
    
    F-5Consolidated Statements of Cash Flows for the years ended
December 31, 2007, December 31, 2006, for the six months ended December 31,
2005 (successor company) and for the six months ended June 30, 2005
(predecessor company)
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-8Financial Statement ScheduleSchedule III  Real Estate and Accumulated Depreciation as of December 31, 2007
    
    
    F-50Financial Statements of Significant Subsidiary
    
    
    F-54
   66




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##### Table of Contents



(3) Exhibits
 ExhibitNumber
    
    Description2.1
    
    
    Purchase Agreement dated as of August 2, 2004 by and between
CenterPoint Properties Trust and Prime Group Realty, L.P., as
filed as exhibit 99.2 to our Current Report on Form 8-K (filed
August 6, 2004, File No. 001-13589) and incorporated herein by
reference.2.2
    
    
    First Amendment to Purchase Agreement dated as of October 8, 2004
by and between Prime Group Realty, L.P. and CenterPoint Properties
Trust, as filed as exhibit 99.3 to our Current Report on Form 8-K
(filed October 15, 2004, File No. 001-13589) and incorporated
herein by reference.2.3
    
    
    Agreement and Plan of Merger dated as of February 17, 2005 by and
among Prime Office Company, LLC, Prime Office Merger Sub LLC,
Prime Office Merger Sub I, LLC, Prime Group Realty Trust and Prime
Group Realty, L.P., as filed as exhibit 10.1 to our Current Report
on Form 8-K (filed February 17, 2005, File No. 001-13589) and
incorporated herein by reference.3.1
    
    
    Articles of Amendment and Restatement of Declaration of Trust of
Prime Group Realty Trust, as amended by Articles Supplementary to
the Articles of Amendment and Restatement of Declaration of Trust
and the First Amendment to Amended and Restated Declaration of
Trust as filed as exhibit 3.1 to our Annual Report on Form 10-K
for the year ended December 31, 2005 and incorporated herein by
reference.3.2
    
    
    Amended and Restated Bylaws of Prime Group Realty Trust, as
amended by the First Amendment to Amended and Restated Bylaws and
the Second Amendment to Amended and Restated Bylaws as filed as
exhibit 3.2 to our Annual Report on Form 10-K for the year ended
December 31, 2005 and incorporated herein by reference.3.3
    
    
    Second Amended and Restated Agreement of Limited Partnership of
Prime Group Realty, L.P. dated as of July 1, 2005, as filed as
exhibit 3.9 to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005 and incorporated herein by reference.10.1
    
    
    Loan Agreement dated as of March 10, 2003 between Lehman Brothers
Bank FSB and 330 N. Wabash Avenue, L.L.C., as filed as Exhibit
10.1 to our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 and incorporated herein by reference.10.2
    
    
    Promissory Note dated as of March 10, 2003 from 330 N. Wabash
Avenue, L.L.C. in favor of Lehman Brothers Bank FSB, as filed as
Exhibit 10.2 to our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003 and incorporated
herein by reference.10.3
    
    
    Guaranty dated as of March 10, 2003 by Prime Group Realty, L.P.
for the benefit of Lehman Brothers Bank FSB, as filed as Exhibit
10.3 to our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 and incorporated herein by reference.10.4
    
    
    Guaranty dated as of March 10, 2003 by Prime Group Realty, L.P.
for the benefit of Lehman Brothers Bank FSB, as filed as Exhibit
10.4 to our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 and incorporated herein by reference.10.5
    
    
    Guaranty dated as of March 10, 2003 by Prime Group Realty, L.P.
for the benefit of Lehman Brothers Bank FSB, as filed as Exhibit
10.5 to our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 and incorporated herein by reference.
  67




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##### Table of Contents



ExhibitNumber
    
    Description10.6
    
    
    Mezzanine Loan Agreement dated as of May 28, 2003 between Lehman
Brothers Holdings Inc. and 330 N. Wabash Mezzanine, L.L.C., as
filed as Exhibit 10.15 to our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003 and incorporated herein by
reference.10.7
    
    
    Promissory Note dated as of May 28, 2003 from 330 N. Wabash
Mezzanine, L.L.C. in favor of Lehman Brothers Holdings Inc., as
filed as Exhibit 10.16 to our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003 and incorporated herein by
reference.10.8
    
    
    Guaranty dated as of May 28, 2003 by Prime Group Realty, L.P. for
the benefit of Lehman Brothers Holdings Inc., as filed as Exhibit
10.17 to our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003 and incorporated herein by reference.10.9
    
    
    Guaranty dated as of May 28, 2003 by Prime Group Realty, L.P. for
the benefit of Lehman Brothers Holdings Inc., as filed as Exhibit
10.18 to our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003 and incorporated herein by reference.10.10
    
    
    Guaranty dated as of May 28, 2003 by Prime Group Realty, L.P. for
the benefit of Lehman Brothers Holdings Inc., as filed as Exhibit
10.19 to our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003 and incorporated herein by reference.10.11
    
    
    Amendment to Loan Agreement dated as of May 28, 2003 between
330 N. Wabash Avenue, L.L.C. and Lehman Brothers Bank FSB, as
filed as Exhibit 10.20 to our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003 and incorporated herein by
reference.10.12
    
    
    Omnibus Amendment to Loan Documents dated as of May 28, 2003
between 330 N. Wabash Avenue, L.L.C. and Lehman Brothers Bank FSB,
as filed as Exhibit 10.21 to our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003 and incorporated herein by
reference.10.13
    
    
    Amendment to Guaranty dated as of May 28, 2003 between Prime Group
Realty, L.P. and Lehman Brothers Bank FSB, as filed as Exhibit
10.22 to our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003 and incorporated herein by reference.10.14
    
    
    Termination of $4,000,000 Mortgage Guaranty Note dated as of
May 28, 2003 between Prime Group Realty, L.P. and Lehman Brothers
Bank FSB, as filed as Exhibit 10.23 to our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2003 and incorporated
herein by reference.10.15
    
    
    Environmental Escrow Agreement dated as of October 8, 2004 by and
among Prime Group Realty, L.P., CenterPoint Properties Trust and
Chicago Title and Trust Company, as filed as exhibit 99.4 to our
Current Report on Form 8-K (filed October 15, 2004, File No.
001-13589) and incorporated herein by reference.10.16
    
    
    Escrow Agreement dated as of October 8, 2004 by and among
CenterPoint Properties Trust and Prime Group Realty, L.P. and
Chicago Title and Trust Company, as filed as exhibit 99.5 to our
Current Report on Form 8-K (filed October 15, 2004, File No.
001-13589) and incorporated herein by reference.
  68




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##### Table of Contents



ExhibitNumber
    
    Description10.17
    
    
    Settlement and Release
dated as of May 18, 2005
by and among Prime/Mansur
Investment Partners, LLC,
Cumberland Blues Merger
Sub, LLC, Cumberland
Blues, LLC, The Prime
Group, Inc. Prime
Partners, LLC, Prime Group
Realty Trust, and Prime
Group Realty, L.P., as
filed as exhibit 10.6 to
our Quarterly Report on
Form 10-Q for the quarter
ended June 30, 2005 and
incorporated herein by
reference.10.18
    
    
    Sale and Purchase
Agreement dated as of May
18, 2005 by and between
LaSalle-Adams, L.L.C. and
Prime/Mansur Investment
Partners, LLC, as filed as
exhibit 10.7 to our
Quarterly Report on Form
10-Q for the quarter ended
June 30, 2005 and
incorporated herein by
reference.10.19
    
    
    Thistle Interest Option
Agreement dated as of by
and between Phoenix
Office, L.L.C. and
Prime/Mansur Investment
Partners, LLC, as filed as
exhibit 10.8 to our
Quarterly Report on Form
10-Q for the quarter ended
June 30, 2005 and
incorporated herein by
reference.10.20
    *
    
    Amended and Restated
Employment Agreement dated
as of May 31, 2005 by and
between Prime Office
Company, LLC and Jeffrey
A. Patterson, as filed as
exhibit 10.1 to our
Quarterly Report on Form
10-Q for the quarter ended
September 30, 2005 and
incorporated herein by
reference.10.21
    *
    
    Employment Agreement dated
as of May 31, 2005 by and
between Prime Office
Company, LLC and James F.
Hoffman, as filed as
exhibit 10.2 to our
Quarterly Report on Form
10-Q for the quarter ended
September 30, 2005, and
incorporated herein by
reference.10.22
    
    
    Loan Agreement dated as of
December 30, 2005 between
Prime Dearborn Equities
LLC and IPC Investments
Holdings Canada Inc. as
filed as exhibit 10.1 to
our Current Report on Form
8-K (filed January 11,
2006, File No. 001-13589)
and incorporated herein by
reference.10.23
    
    
    Investment Agreement dated
as of December 30, 2005
among The Lightstone
Group, LLC and IPC Prime
Equity, LLC, as filed as
exhibit 10.2 to our
Current Report on Form 8-K
(filed January 11, 2006,
File No. 001-13589) and
incorporated herein by
reference.10.24
    
    
    First Amendment to
Investment Agreement dated
as of December 30, 2005
among The Lightstone
Group, LLC and IPC Prime
Equity, LLC, as filed as
exhibit 10.3 to our
Current Report on Form 8-K
(filed January 11, 2006,
File No. 001-13589) and
incorporated herein by
reference.10.25
    
    
    Note dated as of December
30, 2005 from Prime
Dearborn Equities LLC to
IPC Investments Holdings
Canada Inc., as filed as
exhibit 10.4 to our
Current Report on Form 8-K
(filed January 11, 2006,
File No. 001-13589) and
incorporated herein by
reference.
  69




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##### Table of Contents



ExhibitNumber
    
    Description10.26
    
    
    Guarantee of Interest and Recourse Obligations dated as of
December 30, 2005 between Prime Group Realty, L.P. and IPC
Investments Holdings Canada, Inc., as filed as exhibit 10.5 to our
Current Report on Form 8-K (filed January 11, 2006, File No.
001-13589) and incorporated herein by reference.10.27
    
    
    Loan Agreement dated as of January 10, 2006 between PGRT Equity
LLC and Citicorp USA, Inc., as filed as filed as exhibit 10.1 to
our Current Report on Form 8-K (filed January 18, 2006, File No.
001-13589) and incorporated herein by reference.10.28
    
    
    Guaranty dated as of January 10, 2006 by David Lichtenstein in
favor of Citicorp USA, Inc., as filed as exhibit 10.2 to our
Current Report on Form 8-K (filed January 18, 2006, File No.
001-13589) and incorporated herein by reference.10.29
    
    
    Promissory Note dated as of January 10, 2006 from PGRT Equity LLC
in favor of Citicorp USA, Inc., as filed as exhibit 10.3 to our
Current Report on Form 8-K (filed January 18, 2006, File No.
001-13589) and incorporated herein by reference.10.30
    
    
    Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Filing dated as of January 10, 2006 by 280 Shuman Blvd.,
L.L.C. to and for the benefit of Citicorp USA, Inc., as filed as
exhibit 10.4 to our Current Report on Form 8-K (filed January 18,
2006, File No. 001-13589) and incorporated herein by reference.10.31
    
    
    Amended and Restated Tax Indemnity Agreement dated as of January
10, 2006 by and among Prime Group Realty, L.P., Roland E. Casati,
Richard A. Heise, CTA General Partner, LLC and Continental Towers,
L.L.C., as filed as exhibit 10.5 to our Current Report on Form 8-K
(filed January 18, 2006, File No. 001-13589) and incorporated
herein by reference.10.32
    
    
    Assumption, Consent and Modification Agreement dated as of January
10, 2006 by and among Chicago Title Land Trust Company, as trustee
under Land Trust Numbers 40935 and 5602, Continental Towers
Associates-I, L.P., Continental Towers, L.L.C., SunAmerica Life
Insurance Company, Prime Group Realty, L.P. and Prime Group
Management, LLC, as filed as exhibit 10.6 to our Current Report on
Form 8-K (filed January 18, 2006, File No. 001-13589) and
incorporated herein by reference.10.33
    
    
    Assumption Agreement dated as of January 10, 2006 among Prime
Group Realty, L.P. Chicago Title Land Trust Company, as trustee
under Land Trust Numbers 40935 and 5602, Continental Towers
Associates-I, L.P., Continental Towers, L.L.C., Richard A. Heise
and Roland E. Casati, as filed as exhibit 10.7 to our Current
Report on Form 8-K (filed January 18, 2006, File No. 001-13589)
and incorporated herein by reference.10.34
    
    
    Co-Ownership Agreement dated as of January 10, 2006 by and among
Continental Towers Associates-I, L.P. and Continental Towers,
L.L.C., as filed as exhibit 10.8 to our Current Report on Form 8-K
(filed January 18, 2006, File No. 001-13589) and incorporated
herein by reference.10.35
    
    
    Amended and Restated Loan Agreement dated as of September 27, 2006
between PGRT Equity LLC and Citicorp USA, Inc., as filed as
exhibit 10.1 to our Current Report on Form 8-K (filed October 3,
2006, File No. 001-13589) and incorporated herein by reference.
  70




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ExhibitNumber
    
    Description10.36
    
    
    Amended and Restated Promissory Note dated as of September 27,
2006 from PGRT Equity LLC in favor of Citicorp USA, Inc., as filed
as exhibit 10.2 to our Current Report on Form 8-K (filed October
3, 2006, File No. 001-13589) and incorporated herein by reference.10.37
    
    
    Amended and Restated Guaranty dated as of September 27, 2006 by
David Lichtenstein in favor of Citicorp USA, Inc., as filed as
exhibit 10.3 to our Current Report on Form 8-K (filed October 3,
2006, File No. 001-13589) and incorporated herein by reference.10.38
    
    
    Loan Agreement dated as of September 27, 2006 between PGRT Equity
II LLC and Citicorp USA, Inc., as filed as exhibit 10.4 to our
Current Report on Form 8-K (filed October 3, 2006, File No.
001-13589) and incorporated herein by reference.10.39
    
    
    Promissory Note dated as of September 27, 2006 from PGRT Equity II
LLC in favor of Citicorp, USA Inc., as filed as exhibit 10.5 to
our Current Report on Form 8-K (filed October 3, 2006, File No.
001-13589) and incorporated herein by reference.10.40
    
    
    Guaranty dated as of September 27, 2006 by David Lichtenstein in
favor or Citicorp USA, Inc., as filed as exhibit 10.6 to our
Current Report on Form 8-K (filed October 3, 2006, File No.
001-13589) and incorporated herein by reference.10.41
    
    
    Guaranty dated as of September 27, 2006 by PGRT Equity LLC in
favor of Citicorp USA, Inc., as filed as exhibit 10.7 to our
Current Report on Form 8-K (filed October 3, 2006, File No.
001-13589) and incorporated herein by reference.10.42
    
    
    Amendment to Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing dated as of September 27, 2006 by and
between 280 Shuman Blvd., L.L.C., and Citicorp USA, Inc., as filed
as exhibit 10.8 to our Current Report on Form 8-K (filed October
3, 2006, File No. 001-13589) and incorporated herein by reference.10.43
    
    
    Promissory Note dated as of November 21, 2006 from Continental
Towers Associates III, LLC, and Continental Towers, L.L.C, jointly
and severally, payable to the order of CWCapital LLC in the
original principal amount of $115.0 million., as filed as exhibit
10.1 to our Current Report on Form 8-K (filed November 28, 2006,
File No. 001-13589) and incorporated herein by reference.10.44
    
    
    Mortgage, Security Agreement and Fixture Financing Statement dated
as of November 21, 2006 by Continental Towers Associates III, LLC
and Continental Towers, L.L.C., jointly and severally, in favor of
CWCapital LLC., as filed as exhibit 10.2 to our Current Report on
Form 8-K (filed November 28, 2006, File No. 001-13589) and
incorporated herein by reference.
  71




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ExhibitNumber
    
    Description10.45
    
    
    Guaranty dated as of November 21, 2006 by Prime Group Realty, L.P.
for the benefit of CWCapital LLC., as filed as exhibit 10.3 to our
Current Report on Form 8-K (filed November 28, 2006, File No.
001-13589) and incorporated herein by reference.10.46
    
    
    Subordination and Standstill Agreement dated as of November 21,
2006 by PGRT Equity LLC for the benefit of CWCapital LLC., as
filed as exhibit 10.4 to our Current Report on Form 8-K (filed
November 28, 2006, File No. 001-13589) and incorporated herein by
reference.10.47
    
    
    First Amendment to Co-Ownership Agreement dated as of November 21,
2006 by and among Continental Towers Associates III, LLC and
Continental Towers, L.L.C., as filed as exhibit 10.5 to our
Current Report on Form 8-K (filed November 28, 2006, File No.
001-13589) and incorporated herein by reference.10.48
    
    
    First Amendment to Amended and Restated Tax Indemnity Agreement
dated as of November 21, 2006 by and among Prime Group Realty,
L.P., Richard A. Heise, CTA General Partner, LLC and Continental
Towers, L.L.C., as filed as exhibit 10.6 to our Current Report on
Form 8-K (filed November 28, 2006, File No. 001-13589) and
incorporated herein by reference.10.49
    
    
    Amended and Restated Promissory Note dated as of November 21, 2006
from Continental Towers, L.L.C. and Continental Towers Associates
III, LLC payable to the order of PGRT Equity, L.L.C., as filed as
exhibit 10.7 to our Current Report on Form 8-K (filed November 28,
2006, File No. 001-13589) and incorporated herein by reference.10.50
    
    
    Second Amended and Restated Loan Agreement dated as of November
21, 2006 by and between PGRT Equity, LLC, and Continental Towers
Associates III, LLC and Continental Towers, L.L.C., as filed as
exhibit 10.8 to our Current Report on Form 8-K (filed November 28,
2006, File No. 001-13589) and incorporated herein by reference.10.51
    
    
    Amended and Restated Mortgage and Security Agreement dated as of
November 21, 2006 by Continental Towers, L.L.C. and Continental
Towers Associates III, LLC, in favor of and for the benefit of
PGRT Equity, L.L.C., as filed as exhibit 10.9 to our Current
Report on Form 8-K (filed November 28, 2006, File No. 001-13589)
and incorporated herein by reference.10.52
    
    
    Indemnification Agreement dated as of November 8, 2006 between
Prime Group Realty, L.P. and 131 South Dearborn LLC as filed as
exhibit 10.59 to our Annual Report on Form 10-K for the year ended
December 31, 2006 and incorporated herein by reference.10.53
    *
    
    Employment Agreement, made and entered into as of November 30,
2006, by and between Prime Group Realty Trust, Prime Group Realty,
L.P., Prime Office Company LLC and Nancy Fendley as filed as
exhibit 10.60 to our Annual Report on Form 10-K for the year ended
December 31, 2006 and incorporated herein by reference.10.54
    
    
    Termination of Co-Ownership Agreement dated as of December 29,
2006, by and between Continental Towers Associates III, LLC and
Continental Towers, L.L.C as filed as exhibit 10.61 to our Annual
Report on Form 10-K for the year ended December 31, 2006 and
incorporated herein by reference.
  72




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ExhibitNumber
    
    Description10.55
    
    
    Reciprocal Easement Agreement dated as of December 29, 2006, by
and between Continental Towers, L.L.C. and Continental Towers
Associates III, LLC as filed as exhibit 10.62 to our Annual Report
on Form 10-K for the year ended December 31, 2006 and incorporated
herein by reference.10.56
    
    
    Management Agreement dated as of December 29, 2006, by and between
Continental Towers, L.L.C. and Prime Group Management, L.L.C. as
filed as exhibit 10.63 to our Annual Report on Form 10-K for the
year ended December 31, 2006 and incorporated herein by reference.10.57
    
    
    Management Agreement dated as of December 29, 2006, by and between
Continental Towers Associates III, LLC and Prime Group Management,
L.L.C. as filed as exhibit 10.64 to our Annual Report on Form 10-K
for the year ended December 31, 2006 and incorporated herein by
reference.10.58
    
    
    Amended and Restated Promissory Note dated as of December 29,
2006, from Continental Towers Associates III, LLC to Wells Fargo
Bank, N.A., as trustee for the registered holders of Cobalt CMBS
Commercial Mortgage Trust 2006-C1, Commercial Mortgage
Pass-through Certificates, Series 2006-C1 as filed as exhibit
10.65 to our Annual Report on Form 10-K for the year ended
December 31, 2006 and incorporated herein by reference.10.59
    
    
    Amended and Restated Mortgage, Security Agreement and Fixture
Financing Statement dated as of December 29, 2006, from
Continental Towers Associates III, LLC to Wells Fargo Bank, N.A.,
as trustee for the registered holders of Cobalt CMBS Commercial
Mortgage Trust 2006-C1, Commercial Mortgage Pass-through
Certificates, Series 2006-C1, c/o CWCapital LLC as filed as
exhibit 10.66 to our Annual Report on Form 10-K for the year ended
December 31, 2006 and incorporated herein by reference.10.60
    
    
    Amended and Restated Guaranty dated as of December 29, 2006, by
Prime Group Realty, L.P. to Wells Fargo Bank, N.A., as trustee for
the registered holders of Cobalt CMBS Commercial Mortgage Trust
2006-C1, Commercial Mortgage Pass-through Certificates, Series
2006-C1, regarding the loan to Continental Towers Associates III,
LLC as filed as exhibit 10.67 to our Annual Report on Form 10-K
for the year ended December 31, 2006 and incorporated herein by
reference.10.61
    
    
    Amended and Restated Environmental and Hazardous Substance
Indemnification Agreement dated as of December 29, 2006, from
Continental Towers Associates III, LLC to Wells Fargo Bank, N.A.,
as trustee for the registered holders of Cobalt CMBS Commercial
Mortgage Trust 2006-C1, Commercial Mortgage Pass-through
Certificates, Series 2006-C1 as filed as exhibit 10.68 to our
Annual Report on Form 10-K for the year ended December 31, 2006
and incorporated herein by reference.10.62
    
    
    Amended and Restated Promissory Note dated as of December 29,
2006, from Continental Towers, L.L.C. to Wells Fargo Bank, N.A.,
as trustee for the registered holders of Cobalt CMBS Commercial
Mortgage Trust 2006-C1, Commercial Mortgage Pass-through
Certificates, Series 2006-C1 as filed as exhibit 10.69 to our
Annual Report on Form 10-K for the year ended December 31, 2006
and incorporated herein by reference.
  73




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ExhibitNumber
    
    Description10.63
    
    
    Amended and Restated Mortgage, Security Agreement and Fixture
Financing Statement dated as of December 29, 2006, from
Continental Towers, L.L.C. to Wells Fargo Bank, N.A., as trustee
for the registered holders of Cobalt CMBS Commercial Mortgage
Trust 2006-C1, Commercial Mortgage-Pass through Certificates,
Series 2006-C1, c/o CWCapital LLC as filed as exhibit 10.70 to our
Annual Report on Form 10-K for the year ended December 31, 2006
and incorporated herein by reference.10.64
    
    
    Amended and Restated Guaranty dated as of December 29, 2006, by
Prime Group Realty, L.P. to Wells Fargo Bank, N.A., as trustee for
the registered holders of Cobalt CMBS Commercial Mortgage Trust
2006-C1, Commercial Mortgage Pass-through Certificates, Series
2006-C1, regarding the loan to Continental Towers, L.L.C as filed
as exhibit 10.71 to our Annual Report on Form 10-K for the year
ended December 31, 2006 and incorporated herein by reference.10.65
    
    
    Amended and Restated Environmental and Hazardous Substance
Indemnification Agreement dated as of December 29, 2006, from
Continental Towers, L.L.C. to Wells Fargo Bank, N.A., as trustee
for the registered holders of Cobalt CMBS Commercial Mortgage
Trust 2006-C1, Commercial Mortgage Pass-through Certificates,
Series 2006-C1 as filed as exhibit 10.72 to our Annual Report on
Form 10-K for the year ended December 31, 2006 and incorporated
herein by reference.10.66
    
    
    Second Amended and Restated Promissory Note dated as of December
29, 2006, from Continental Towers Associates III, LLC to PGRT
Equity, L.L.C. as filed as exhibit 10.73 to our Annual Report on
Form 10-K for the year ended December 31, 2006 and incorporated
herein by reference.10.67
    
    
    Second Amended and Restated Environmental Indemnification
Agreement dated as of December 29, 2006, from Continental Towers
Associates III, LLC to PGRT Equity, L.L.C. as filed as exhibit
10.74 to our Annual Report on Form 10-K for the year ended
December 31, 2006 and incorporated herein by reference.10.68
    
    
    Third Amended and Restated Loan Agreement dated as of December 29,
2006, between Continental Towers Associates III, LLC and PGRT
Equity, L.L.C. as filed as exhibit 10.75 to our Annual Report on
Form 10-K for the year ended December 31, 2006 and incorporated
herein by reference.10.69
    
    
    Second Amended and Restated Mortgage and Security Agreement dated
as of December 29, 2006, from Continental Towers, L.L.C. to PGRT
Equity, L.L.C. as filed as exhibit 10.76 to our Annual Report on
Form 10-K for the year ended December 31, 2006 and incorporated
herein by reference.10.70
    
    
    Second Amended and Restated Promissory Note dated as of December
29, 2006, from Continental Towers, L.L.C. to PGRT Equity, L.L.C.
as filed as exhibit 10.77 to our Annual Report on Form 10-K for
the year ended December 31, 2006 and incorporated herein by
reference.
  74




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ExhibitNumber
    
    Description10.71
    
    
    Third Amended and Restated Loan Agreement dated as of December 29,
2006, by and between Continental Towers, L.L.C. and PGRT Equity,
L.L.C. as filed as exhibit 10.78 to our Annual Report on Form 10-K
for the year ended December 31, 2006 and incorporated herein by
reference.10.72
    
    
    Second Amended and Restated Mortgage and Security Agreement dated
as of December 29, 2006, from Continental Towers Associates III,
LLC to PGRT Equity, L.L.C. as filed as exhibit 10.79 to our Annual
Report on Form 10-K for the year ended December 31, 2006 and
incorporated herein by reference.10.73
    
    
    Second Amended and Restated Environmental Indemnification
Agreement dated as of December 29, 2006, from Continental Towers,
L.L.C. to PGRT Equity, L.L.C. as filed as exhibit 10.80 to our
Annual Report on Form 10-K for the year ended December 31, 2006
and incorporated herein by reference.10.74
    
    
    Amended and Restated Subordination and Standstill Agreement dated
as of December 29, 2006, by PGRT Equity LLC to Wells Fargo Bank,
N.A., as trustee for the registered holders of Cobalt CMBS
Commercial Mortgage Trust 2006-C1, Commercial Mortgage
Pass-through Certificates, Series 2006-C1, regarding the loan to
Continental Towers, L.L.C. as filed as exhibit 10.81 to our Annual
Report on Form 10-K for the year ended December 31, 2006 and
incorporated herein by reference.10.75
    
    
    Amended and Restated Subordination and Standstill Agreement dated
as of December 29, 2006, by PGRT Equity LLC to Wells Fargo Bank,
N.A., as trustee for the registered holders of Cobalt CMBS
Commercial Mortgage Trust 2006-C1, Commercial Mortgage
Pass-through Certificates, Series 2006-C1, regarding the loan to
Continental Towers Associates III, LLC as filed as exhibit 10.82
to our Annual Report on Form 10-K for the year ended December 31,
2006 and incorporated herein by reference.10.76
    
    
    Purchase and Sale Agreement dated as of June 29, 2007, by and
between Lightstone Holdings LLC and PGRT ESH, Inc. as filed as
exhibit 2.1 to our Current Report on Form 8-K (filed July 6, 2007,
File No. 001-13589) and incorporated herein by reference.10.77
    
    
    Loan Agreement dated as of June 29, 2007, by and between PGRT ESH,
Inc. and Citicorp USA, Inc. as filed as exhibit 10.1 to our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
and incorporated herein by reference.10.78
    
    
    Pledge Agreement dated as of June 29, 2007, by PGRT ESH, Inc. in
favor of Citicorp USA, Inc. as filed as exhibit 10.2 to our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
and incorporated herein by reference.10.79
    
    
    Continuing Guaranty dated as of June 29, 2007, by David
Lichtenstein in favor of Citicorp USA, Inc. as filed as exhibit
10.3 to our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007 and incorporated herein by reference.10.80
    
    
    Promissory Note dated as of June 29, 2007, by PGRT ESH, Inc. to
Citicorp USA, Inc. as filed as exhibit 10.4 to our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 and
incorporated herein by reference.
  75




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ExhibitNumber
    
    Description10.81
    
    
    Equity Purchase Agreement dated as of December 31, 2007, by and
between Jeffrey A. Patterson, and Prime Office Company LLC.21.1
    
    
    Subsidiaries of Registrant.31.1
    
    
    Rule 13a-14(a) Certification of Jeffrey A. Patterson, President
and Chief Executive Officer of Registrant.31.2
    
    
    Rule 13a-14(a) Certification of Paul G. Del Vecchio, Executive
Vice President Capital Markets of Registrant.32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
Jeffrey A. Patterson, President and Chief Executive Officer of the
Board of Registrant.32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Paul
G. Del Vecchio, Executive Vice President Capital Markets of
Registrant.
 
 *
    
    Management contracts or compensatory plan or arrangement required to be filed as an exhibit to
this Report on Form 10-K pursuant to Item 14(b) of the Report on Form 10-K.  76




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##### Table of Contents



SIGNATURES
  PRIME GROUP REALTY TRUSTBy:
    
    /s/ Jeffrey A. PattersonName: Jeffrey A. PattersonTitle: President and Chief Executive Officer
  Signature
    
    
    
    Title
    
    
    
    Date/s/ Jeffrey A. Patterson
    
    
    
    President, Chief Executive Officer and Trustee
    
    
    
    July 23, 2008Jeffrey A. Patterson
    
    
    
    (Principal Executive Officer)/s/ Paul G. Del Vecchio
    
    
    
    Executive Vice President Capital Markets
    
    
    
    July 23, 2008Paul G. Del Vecchio
    
    
    
    (Principal Financial Officer)/s/ Robert M. OConnor
    
    
    
    Vice President -Corporate Accounting
    
    
    
    July 23, 2008Robert M. OConnor
    
    
    
    (Principal Accounting Officer)/s/ Bruno de Vinck
    
    
    
    Trustee
    
    
    
    July 23, 2008Bruno de Vinck/s/ David Lichtenstein
    
    
    
    Chairman of the Board of Trustees
    
    
    
    July 23, 2008David Lichtenstein/s/ Peyton (Chip) Owen, Jr.
    
    
    

    Trustee
    
    
    
    July 23, 2008Peyton (Chip) Owen, Jr./s/ John M. Sabin
    
    
    
    Trustee
    
    
    
    July 23, 2008John M. Sabin/s/ Shawn R. Tominus
    
    
    
    Trustee
    
    
    
    July 23, 2008Shawn R. Tominus/s/ George R. Whittemore
    
    
    
    Trustee
    
    
    
    July 23, 2008George R. Whittemore
  77




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##### Table of Contents



PRIME GROUP REALTY TRUST
 
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) (1) Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2007 and 2006
    
    
    F-3Consolidated Statements of Operations and Comprehensive Income (Loss) for the
years ended December 31, 2007, December 31, 2006, for the six months ended
December 31, 2005 (successor company) and for the six months ended
June 30, 2005 (predecessor company)
    
    
    F-4Consolidated Statements of Changes in Shareholders Equity (Deficit) for the
years ended December 31, 2007, December 31, 2006, for the six months ended
December 31, 2005 (successor company) and for the six months ended June 30,
2005 (predecessor company)
    
    
    F-5Consolidated Statements of Cash Flows for the years ended
December 31, 2007, December 31, 2006, for the six months ended December 31,
2005 (successor company) and for the six months ended June 30, 2005
(predecessor company)
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-8Financial Statement ScheduleSchedule III  Real Estate and Accumulated Depreciation as of December 31, 2007
    
    
    F-50Financial Statements of Significant Subsidiary
    
    
    F-54
   F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ GRANT
THORNTON LLP
 
  F-2




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##### Table of Contents



PRIME GROUP REALTY TRUST
 
 CONSOLIDATED BALANCE SHEETS
 (dollars in thousands, except share and per share amounts)
 December 31
    
    
    December 312007
    
    
    2006AssetsReal estate:Land
    
    $
    89,661
    
    
    $
    90,936Building and improvements
    
    
    351,782
    
    
    
    345,463Tenant improvements
    
    
    60,709
    
    
    
    49,662Furniture, fixtures and equipment
    
    
    1,098
    
    
    
    586503,250
    
    
    
    486,647Accumulated depreciation
    
    
    (52,857
    )
    
    
    (31,481
    )450,393
    
    
    
    455,166In-place lease value, net
    
    
    15,035
    
    
    
    25,493Above-market lease value, net
    
    
    16,396
    
    
    
    23,265481,824
    
    
    
    503,924Property held for sale
    
    
    3,691
    
    
    
    3,740Investments in unconsolidated entities
    
    
    87,741
    
    
    
    23,658Cash and cash equivalents
    
    
    37,893
    
    
    
    60,111Receivables, net of allowance for doubtful accounts of $1,074 and
$402 at December 31, 2007 and 2006, respectively:Tenant
    
    
    402
    
    
    
    1,018Deferred rent
    
    
    9,857
    
    
    
    6,200Other
    
    
    1,204
    
    
    
    2,202Restricted cash escrows
    
    
    41,696
    
    
    
    43,998Deferred costs, net
    
    
    10,939
    
    
    
    7,837Other
    
    
    639
    
    
    
    1,410Total assets
    
    $
    675,886
    
    
    $
    654,098Liabilities and Shareholders Equity (Deficit)Mortgage notes payable
    
    $
    564,877
    
    
    $
    450,547Mortgage notes payable related to property held for sale
    
    
    3,033
    
    
    
    3,148Liabilities related to property held for sale
    
    
    165
    
    
    
    110Accrued interest payable
    
    
    2,106
    
    
    
    2,173Accrued real estate taxes
    
    
    19,871
    
    
    
    21,302Accrued tenant improvement allowances
    
    
    10,337
    
    
    
    8,849Accounts payable and accrued expenses
    
    
    13,102
    
    
    
    9,822Liabilities for leases assumed
    
    
    3,958
    
    
    
    4,962Below-market lease value, net
    
    
    7,442
    
    
    
    11,868Dividends payable
    
    
    2,250
    
    
    
    4,500Other
    
    
    8,418
    
    
    
    7,587Total liabilities
    
    
    635,559
    
    
    
    524,868Minority interests:Operating Partnership
    
    
    65,040
    
    
    
    100,147Shareholders equity (deficit):Preferred Shares, $0.01 par value; 30,000,000 shares authorized:Series B  Cumulative Redeemable Preferred Shares, 4,000,000
shares designated, issued and outstanding
    
    
    40
    
    
    
    40Common Shares, $0.01 par value; 100,000,000 shares authorized;
236,483 shares issued and outstanding
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    109,039
    
    
    
    107,639Distributions in excess of earnings
    
    
    (133,794
    )
    
    
    (78,598
    )Total shareholders equity (deficit)
    
    
    (24,713
    )
    
    
    29,083Total liabilities and shareholders equity (deficit)
    
    $
    675,886
    
    
    $
    654,098
   F-3




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##### Table of Contents



PRIME GROUP REALTY TRUST
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(dollars in thousands, except per share amounts)
 PredecessorSuccessor Company
    
    
    CompanyYear
    
    
    Year
    
    
    Six months
    
    
    Six monthsended
    
    
    ended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005Revenue:Rental
    
    $
    49,019
    
    
    $
    53,067
    
    
    $
    26,411
    
    
    $
    26,112Tenant reimbursements
    
    
    31,683
    
    
    
    34,480
    
    
    
    17,331
    
    
    
    17,305Other property revenues
    
    
    6,952
    
    
    
    7,043
    
    
    
    2,855
    
    
    
    2,820Services Company revenue
    
    
    3,359
    
    
    
    2,806
    
    
    
    1,094
    
    
    
    1,102Total revenue
    
    
    91,013
    
    
    
    97,396
    
    
    
    47,691
    
    
    
    47,339Expenses:Property operations
    
    
    29,892
    
    
    
    26,985
    
    
    
    13,371
    
    
    
    12,618Real estate taxes
    
    
    17,888
    
    
    
    20,255
    
    
    
    10,823
    
    
    
    10,895Depreciation and amortization
    
    
    32,700
    
    
    
    34,598
    
    
    
    19,770
    
    
    
    9,783General and administrative
    
    
    6,210
    
    
    
    6,393
    
    
    
    2,941
    
    
    
    4,767Services Company operations
    
    
    2,835
    
    
    
    3,972
    
    
    
    1,593
    
    
    
    2,469Severance costs
    
    
    
    
    
    
    
    
    
    
    218
    
    
    
    176Strategic alternative costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,288Total expenses
    
    
    89,525
    
    
    
    92,203
    
    
    
    48,716
    
    
    
    50,996Operating income (loss)
    
    
    1,488
    
    
    
    5,193
    
    
    
    (1,025
    )
    
    
    (3,657
    )Loss from investments in unconsolidated
joint ventures
    
    
    (49,687
    )
    
    
    (9,145
    )
    
    
    (6,998
    )
    
    
    (6,024
    )Interest and other income
    
    
    2,961
    
    
    
    2,850
    
    
    
    1,271
    
    
    
    1,325Interest:Expense
    
    
    (36,610
    )
    
    
    (42,183
    )
    
    
    (12,163
    )
    
    
    (11,777
    )Amortization of deferred financing costs
    
    
    (910
    )
    
    
    (3,146
    )
    
    
    (25
    )
    
    
    (1,263
    )Loss from continuing operations before
minority interests
    
    
    (82,758
    )
    
    
    (46,431
    )
    
    
    (18,940
    )
    
    
    (21,396
    )Minority interests
    
    
    37,936
    
    
    
    54,943
    
    
    
    23,235
    
    
    
    2,978(Loss) income from continuing operations
    
    
    (44,822
    )
    
    
    8,512
    
    
    
    4,295
    
    
    
    (18,418
    )Discontinued operations, net of minority
interests of $(2,919) for the year ended
December 31, 2007, $45 for the year ended
December 31, 2006, $(3,102) and $1,329 for
the six months ended December 31, 2005 and
for the six months ended June 30, 2005,
respectively
    
    
    26
    
    
    
    
    
    
    
    27
    
    
    
    (10,227
    )(Loss) income before gain (loss) on sales
of real estate and joint venture interests
    
    
    (44,796
    )
    
    
    8,512
    
    
    
    4,322
    
    
    
    (28,645
    )Gain (loss) on sales of real estate and
joint venture interests, net of minority
interests of $(19,289) for the year ended
December 31, 2006, $225 and $(1,179) for
the six months ended December 31, 2005 and
for the six months ended June 30, 2005,
respectively
    
    
    
    
    
    
    171
    
    
    
    (3
    )
    
    
    9,074Net (loss) income
    
    
    (44,796
    )
    
    
    8,683
    
    
    
    4,319
    
    
    
    (19,571
    )Net income allocated to preferred
shareholders
    
    
    (9,000
    )
    
    
    (9,000
    )
    
    
    (4,500
    )
    
    
    (4,500
    )Net loss available to common shareholders
    
    $
    (53,796
    )
    
    $
    (317
    )
    
    $
    (181
    )
    
    $
    (24,071
    )Basic and diluted earnings available to
common shares per weighted-average common
share:Loss from continuing operations after
minority interests and allocation to
preferred shareholders
    
    $
    (227.59
    )
    
    $
    (2.06
    )
    
    $
    (0.87
    )
    
    $
    (0.97
    )Discontinued operations, net of minority
interests
    
    
    0.11
    
    
    
    
    
    
    
    0.12
    
    
    
    (0.43
    )Gain (loss) on sales of real estate and
joint venture interests, net of minority
interests
    
    
    
    
    
    
    0.72
    
    
    
    (0.01
    )
    
    
    0.38Net loss available per weighted-average
common share of beneficial interest -
basic and diluted
    
    $
    (227.48
    )
    
    $
    (1.34
    )
    
    $
    (0.76
    )
    
    $
    (1.02
    )Comprehensive (loss) income:Net (loss) income
    
    $
    (44,796
    )
    
    $
    8,683
    
    
    $
    4,319
    
    
    $
    (19,571
    )Other comprehensive income (loss) -
interest rate protection agreements
Net unrealized gains arising during the
year
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    39Comprehensive (loss) income
    
    $
    (44,796
    )
    
    $
    8,683
    
    
    $
    4,321
    
    
    $
    (19,532
    )
  F-4




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##### Table of Contents



PRIME GROUP REALTY TRUST
 
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
FOR THE SIX MONTHS ENDED DECEMBER 31, 2005 (SUCCESSOR COMPANY) AND
FOR THE SIX MONTHS ENDED JUNE 30, 2005 (PREDECESSOR COMPANY)
(dollars in thousands, except for share/unit and per share amounts)
 Accumulated
    
    
    (DistributionsSeries B
    
    
    
    
    
    
    Additional
    
    
    Other
    
    
    in Excess of)Preferred
    
    
    Common
    
    
    Paid-In
    
    
    Comprehensive
    
    
    RetainedShares
    
    
    Shares
    
    
    Capital
    
    
    Loss
    
    
    Earnings
    
    
    TotalBalance at January 1, 2005
    
    $
    40
    
    
    $
    236
    
    
    $
    381,293
    
    
    $
    (468
    )
    
    $
    (135,677
    )
    
    $
    245,424Net loss Predecessor Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,571
    )
    
    
    (19,571
    )Series B  preferred share
dividends declared ($1.125
per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,500
    )
    
    
    (4,500
    )Net unrealized gain on
derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    39Balance at June 30, 2005
    
    $
    40
    
    
    $
    236
    
    
    $
    381,293
    
    
    $
    (429
    )
    
    $
    (159,748
    )
    
    $
    221,392Impact of applying push
down accounting
    
    
    (40
    )
    
    
    (236
    )
    
    
    (381,293
    )
    
    
    429
    
    
    
    159,748
    
    
    
    (221,392
    )Opening balance at date of
Acquisition  July 1, 2005
    
    
    40
    
    
    
    2
    
    
    
    105,539
    
    
    
    
    
    
    
    
    
    
    
    105,581Accretion of fair value of
preferred stock
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    
    
    
    
    (700
    )
    
    
    Net income Successor Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,319
    
    
    
    4,319Series B  preferred share
dividends declared ($1.125
per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,500
    )
    
    
    (4,500
    )Balance at December 31, 2005
    
    $
    40
    
    
    $
    2
    
    
    $
    106,239
    
    
    $
    
    
    
    $
    (881
    )
    
    $
    105,400Accretion of fair value of
preferred stock
    
    
    
    
    
    
    
    
    
    
    1,400
    
    
    
    
    
    
    
    (1,400
    )
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,683
    
    
    
    8,683Series B  preferred share
dividends declared ($2.25
per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,000
    )
    
    
    (9,000
    )Common unit/common share
distributions declared
($2.8438 per common
unit/share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (76,000
    )
    
    
    (76,000
    )Balance at December 31, 2006
    
    $
    40
    
    
    $
    2
    
    
    $
    107,639
    
    
    $
    
    
    
    $
    (78,598
    )
    
    $
    29,083Accretion of fair value of
preferred stock
    
    
    
    
    
    
    
    
    
    
    1,400
    
    
    
    
    
    
    
    (1,400
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44,796
    )
    
    
    (44,796
    )Series B  preferred share
dividends declared ($2.25
per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,000
    )
    
    
    (9,000
    )Balance at December 31, 2007
    
    $
    40
    
    
    $
    2
    
    
    $
    109,039
    
    
    $
    
    
    
    $
    (133,794
    )
    
    $
    (24,713
    )
   F-5




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##### Table of Contents



PRIME GROUP REALTY TRUST
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
 PredecessorSuccessor Company
    
    
    CompanyYear
    
    
    Year
    
    
    Six months
    
    
    Six monthsended
    
    
    ended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005Operating activitiesNet (loss) income
    
    $
    (44,796
    )
    
    $
    8,683
    
    
    $
    4,319
    
    
    $
    (19,571
    )Adjustments to reconcile net (loss)
income to net cash provided by (used
in) operating activities:Accretion of mortgage notes
payable
    
    
    (1,326
    )
    
    
    (1,373
    )
    
    
    (927
    )
    
    
    Amortization of costs for
leases assumed (included in
rental revenue)
    
    
    
    
    
    
    
    
    
    
    52
    
    
    
    138Amortization of
above/below-market lease value
(included in rental revenue)
    
    
    2,222
    
    
    
    2,987
    
    
    
    1,762
    
    
    
    Amortization of in-place lease
value
    
    
    9,919
    
    
    
    14,141
    
    
    
    8,956
    
    
    
    Provision for doubtful accounts
    
    
    996
    
    
    
    96
    
    
    
    (713
    )
    
    
    (186
    )Gain on sales of real estate
and joint venture interests
(gain (loss) of $2,220, $(6)
and $709 for the year ended
December 31, 2007, for the six
months ended December 31, 2005
and for the six months ended
June 30, 2005, respectively,
included in discontinued
operations)
    
    
    (2,220
    )
    
    
    (19,460
    )
    
    
    (170
    )
    
    
    (10,558
    )Depreciation and amortization
(including discontinued
operations  See Note 9)
    
    
    23,819
    
    
    
    24,175
    
    
    
    11,193
    
    
    
    12,075Provision for asset impairment
(asset impairments of $15,074
in 2005 included in
discontinued operations)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,074Net equity in loss from
investments in unconsolidated
joint ventures
    
    
    49,687
    
    
    
    9,145
    
    
    
    6,998
    
    
    
    6,024Minority interests (including
discontinued operations and
gain on sales of real estate
and joint venture interests)
    
    
    (35,017
    )
    
    
    (35,700
    )
    
    
    (35,318
    )
    
    
    (3,173
    )Net changes in other operating
assets and liabilities
(including discontinued
operations):Accounts receivable
    
    
    (3,090
    )
    
    
    (3,478
    )
    
    
    (2,807
    )
    
    
    545Other assets
    
    
    684
    
    
    
    1,173
    
    
    
    238
    
    
    
    224Accrued interest payable
    
    
    (67
    )
    
    
    377
    
    
    
    137
    
    
    
    178Accrued real estate taxes
    
    
    (1,056
    )
    
    
    (983
    )
    
    
    (1,102
    )
    
    
    685Accounts payable and accrued
expenses
    
    
    470
    
    
    
    257
    
    
    
    245
    
    
    
    (153
    )Other liabilities
    
    
    909
    
    
    
    555
    
    
    
    8,373
    
    
    
    (7,961
    )Preferential return on
investments in joint
ventures
    
    
    
    
    
    
    4,243
    
    
    
    
    
    
    
    Net cash provided by (used in)
operating activities
    
    
    1,134
    
    
    
    4,838
    
    
    
    1,236
    
    
    
    (6,659
    )Investing activitiesCapital expenditures for real estate
and equipment
    
    
    (17,410
    )
    
    
    (14,478
    )
    
    
    (4,612
    )
    
    
    (5,457
    )Proceeds from sales of real estate
    
    
    4,685
    
    
    
    2,136
    
    
    
    3,063
    
    
    
    10,397Payments for tax indemnity agreement
    
    
    
    
    
    
    (4,200
    )
    
    
    
    
    
    
    Change in restricted cash escrows
    
    
    2,295
    
    
    
    (4,062
    )
    
    
    (59,355
    )
    
    
    378Leasing costs
    
    
    (5,437
    )
    
    
    (5,799
    )
    
    
    (3,073
    )
    
    
    (3,360
    )Investments in unconsolidated entities
    
    
    (120,000
    )
    
    
    
    
    
    
    
    
    
    
    Distributions from unconsolidated
joint ventures
    
    
    6,167
    
    
    
    92,806
    
    
    
    3,933
    
    
    
    300Net cash (used in) provided by
investing activities
    
    
    (129,700
    )
    
    
    66,403
    
    
    
    (60,044
    )
    
    
    2,258
  F-6




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##### Table of Contents



PRIME GROUP REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
 PredecessorSuccessor Company
    
    
    CompanyYear
    
    
    Year
    
    
    Six Months
    
    
    Six Monthsended
    
    
    ended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005Financing activitiesFinancing costs
    
    
    (644
    )
    
    
    (3,092
    )
    
    
    (1,367
    )
    
    
    (1,090
    )Proceeds from mortgages and notes payable
    
    
    120,000
    
    
    
    228,000
    
    
    
    55,000
    
    
    
    75,000Repayment of mortgages and notes payable
    
    
    (1,758
    )
    
    
    (170,897
    )
    
    
    (1,110
    )
    
    
    (67,096
    )Distributions to minority interestsoperating
partnership
    
    
    
    
    
    
    (75,328
    )
    
    
    (29,735
    )
    
    
    Dividends paid to Series B  preferred
shareholders
    
    
    (11,250
    )
    
    
    (6,750
    )
    
    
    (15,750
    )
    
    
    (4,500
    )Dividends paid to common shareholder
    
    
    
    
    
    
    (672
    )
    
    
    (265
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    106,348
    
    
    
    (28,739
    )
    
    
    6,773
    
    
    
    2,314Net (decrease) increase in cash and cash
equivalents
    
    
    (22,218
    )
    
    
    42,502
    
    
    
    (52,035
    )
    
    
    (2,087
    )Cash and cash equivalents at beginning of period
    
    
    60,111
    
    
    
    17,609
    
    
    
    69,644
    
    
    
    71,731Cash and cash equivalents at end of period
    
    $
    37,893
    
    
    $
    60,111
    
    
    $
    17,609
    
    
    $
    69,644Supplemental cash flow information for net assets sold:Real estate, net
    
    $
    5,513
    
    
    $
    
    
    
    $
    48,598
    
    
    $
    590Deferred rent receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred costs, net
    
    
    48
    
    
    
    
    
    
    
    1,716
    
    
    
    Restricted escrows
    
    
    
    
    
    
    
    
    
    
    1,548
    
    
    
    Mortgage notes payable assumed by buyer
    
    
    (2,701
    )
    
    
    
    
    
    
    (45,977
    )
    
    
    Bonds payable assumed by buyer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accrued real estate taxes
    
    
    (369
    )
    
    
    
    
    
    
    (3,055
    )
    
    
    Other liabilities and assets, net
    
    
    (26
    )
    
    
    75,482
    
    
    
    (2,660
    )
    
    
    Net assets sold
    
    
    2,465
    
    
    
    75,482
    
    
    
    170
    
    
    
    590Proceeds from sales of real estate
    
    
    4,685
    
    
    
    94,942
    
    
    
    
    
    
    
    10,397Gain on sales of real estate and joint
venture interests(1)
    
    $
    2,220
    
    
    $
    19,460
    
    
    $
    170
    
    
    $
    9,807
 (1)
    
    Gain on sales of real estate of $2.2 million and $0.7 million are included in discontinued
operations for the year ended December 31, 2007 and for the six months ended June 30, 2005. Supplemental cash flow
information for significant
non-cash activity:Mortgage notes payable reduction
through assumption of debt by purchaser
of sold properties
    
    $
    
    
    
    $
    
    
    
    $
    45,977
    
    
    $
    Bonds payable reduction through
assumption of debt by purchaser of sold
property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    45,977
    
    
    $
    Supplemental cash flow
information for significant
non-cash activity related to
Acquisition:Real estate, net
    
    $
    
    
    
    $
    
    
    
    $
    30,293
    
    
    $
    Investments in unconsolidated entities
    
    
    
    
    
    
    
    
    
    
    107,863
    
    
    
    Deferred rent receivable
    
    
    
    
    
    
    
    
    
    
    (18,814
    )
    
    
    Deferred costs, net
    
    
    
    
    
    
    
    
    
    
    (13,363
    )
    
    
    Mortgage notes payable
    
    
    
    
    
    
    
    
    
    
    (10,630
    )
    
    
    Other liabilities
    
    
    
    
    
    
    
    
    
    
    (14,820
    )
    
    
    Minority interests
    
    
    
    
    
    
    
    
    
    
    (202,270
    )
    
    
    Shareholder equity
    
    
    
    
    
    
    
    
    
    
    121,741
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
   F-7




---



##### Table of Contents



Prime Group Realty Trust
 
 Notes to Consolidated Financial Statements
 1. Summary of Significant Accounting Policies
 Formation and Organization of the Company
       F-8




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
    Basis of Presentation
  Consolidation of Variable Interest Entities an interpretation of ARB No. 51
      F-9




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
 Accounting for the Acquisition
 Business Combinations
 (Dollars inthousands)Total Purchase Price
    
    $
    732,800Common Share Distribution
    
    
    (30,000
    )Net purchase price
    
    $
    702,800Land
    
    $
    108,656Building and improvements
    
    
    357,324Tenant Improvements
    
    
    36,515Furniture, fixtures and equipment
    
    
    506In-place lease value
    
    
    44,875Above/below-market lease value
    
    
    15,579Property under development
    
    
    1,500Deferred Costs
    
    
    12,805Investments in unconsolidated entities
    
    
    122,072Current assets
    
    
    63,817Other assets
    
    
    2,531Other liabilities
    
    
    (52,750
    )Fair value adjustment to debt
    
    
    (10,630
    )Total allocated purchase price
    
    $
    702,800
     F-10




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
      Real Estate
  Buildings
    
    40 years weighted average composite lifeBuilding improvements
    
    10 to 30 yearsTenant improvements
    
    Term of related leasesFurniture and equipment
    
    3-10 years
   F-11




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
   Sales of Real Estate
 Accounting for Sales of Real Estate
  Property Held for Sale
    F-12




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
   December 31
    
    
    December 312007
    
    
    2006Real estate, net
    
    $
    3,211
    
    
    $
    3,260Tenant receivables
    
    
    
    
    
    
    13Deferred rent receivables
    
    
    92
    
    
    
    61In-place lease value, net
    
    
    255
    
    
    
    267Above-market lease value, net
    
    
    132
    
    
    
    139Deferred costs, net
    
    
    1
    
    
    
    Property held for sale
    
    $
    3,691
    
    
    $
    3,740
  December 31
    
    
    December 312007
    
    
    2006Mortgage note payable
    
    $
    3,033
    
    
    $
    3,148Accrued real estate taxes
    
    
    110
    
    
    
    104Accounts payable and accrued expenses
    
    
    
    
    
    
    2Other liabilities
    
    
    55
    
    
    
    4Mortgage note payable and liabilities related
to property held for sale
    
    $
    3,198
    
    
    $
    3,258
 Intangible Assets
   December 31, 2007Carrying
    
    
    Accumulated
    
    
    CarryingIntangible Asset Category
    
    Amount-Gross
    
    
    Amortization
    
    
    Amount-Net(dollars in thousands)In-place lease value
    
    $
    47,617
    
    
    $
    (32,582
    )
    
    $
    15,035Above-market lease value
    
    
    34,123
    
    
    
    (17,727
    )
    
    
    16,396Below-market lease value
    
    
    (18,610
    )
    
    
    11,168
    
    
    
    (7,442
    )$
    63,130
    
    
    $
    (39,141
    )
    
    $
    23,989
  F-13




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##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
  Above-
    
    
    Below-In-Place
    
    
    market
    
    
    marketYear ending December 31
    
    Lease Value
    
    
    Lease Value
    
    
    Lease Value(dollars in thousands)2007
    
    $
    9,879
    
    
    $
    6,522
    
    
    $
    (4,426
    )2008
    
    
    4,929
    
    
    
    4,926
    
    
    
    (1,938
    )2009
    
    
    3,963
    
    
    
    4,565
    
    
    
    (1,591
    )2010
    
    
    2,137
    
    
    
    2,235
    
    
    
    (1,140
    )2011
    
    
    1,354
    
    
    
    1,124
    
    
    
    (910
    )2012
    
    
    962
    
    
    
    1,084
    
    
    
    (537
    )
 Cash Equivalents
  Restricted Cash
  Deferred Costs
  Allowance for Doubtful Accounts
   F-14




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
 Leases Assumed
  Revenue Recognition
   Interest Rate Protection Agreements
     F-15




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
   Accounting for Derivative Instruments and Hedging Activities Accounting for Certain Derivative Instruments and
Certain Hedging Activities
 Earnings Per Share
   F-16




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
 Income Taxes
  Accounting for Income Taxes
  Accounting for Uncertainty in Income
Taxes  an interpretation of FASB Statement No. 109
   F-17




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##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
 Strategic Alternative Costs
  2. Asset Impairments
  PredecessorSuccessor Company
    
    
    CompanyYear
    
    
    Six months
    
    
    Six monthsended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005(dollars inthousands)Discontinued operations (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    15,074$
    
    
    
    $
    
    
    
    $
    
    
    
    $
    15,074
 (1)
    
    Discontinued operations for the year ended December 31, 2005 include provisions for asset
impairments related to properties held for sale or sold. See Note 9  Discontinued
Operations to these consolidated financial statements for a description of these asset
impairments. 3. Deferred Costs
  December 312007
    
    
    2006(dollars in thousands)Financing costs
    
    $
    3,743
    
    
    $
    4,421Leasing costs
    
    
    11,496
    
    
    
    7,11015,239
    
    
    
    11,531Less: Accumulated amortization
    
    
    (4,300
    )
    
    
    (3,694
    )$
    10,939
    
    
    $
    7,837
  F-18




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##### Table of Contents



4. Mortgage Notes Payable
  December 312007
    
    
    2006(dollars in thousands)Mortgage Notes Payable(1), (2):Mortgage notes payable to various
financial institutions, collateralized by
various properties, interest at fixed
rates ranging from 5.43% to 8.76% per
annum, with principal and interest payable
monthly on dates ranging from 2008 through
December 1, 2016. The weighted average
rates at December 31, 2007 and 2006 were
6.26% and 6.30%, respectively
    
    $
    234,132
    
    
    $
    239,917Mortgage notes payable to various
financial institutions, collateralized by
various properties, interest at variable
rates ranging from LIBOR (5.03% at
December 31, 2007) plus 143 basis points
to LIBOR plus 570 basis points per annum,
with interest payable monthly through June
10, 2008. The weighted average rates at
December 31, 2007 and 2006 were 8.29% and
8.28%, respectively
    
    
    333,778
    
    
    
    213,778Total mortgage notes payable (3)
    
    $
    567,910
    
    
    $
    453,695
 (1)
    
    The mortgage notes payable are subject to various operating and financial covenants. In
addition, we are required to periodically fund and maintain escrow accounts to make future
real estate tax and insurance payments, as well as to fund certain tenant releasing costs and
capital expenditures. These are included in restricted cash escrows.(2)
    
    All of our operating real estate assets have been pledged as collateral for our mortgage
notes payable.(3)
    
    The fair value of our notes payable is estimated at $565.3 million and $452.3 million as of
December 31, 2007 and 2006, respectively.   F-19




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##### Table of Contents



4. Mortgage Notes Payable (continued)
       F-20




---



##### Table of Contents



4. Mortgage Notes Payable (continued)
        F-21




---



##### Table of Contents



4. Mortgage Notes Payable (continued)
     Interest Rate Protection Agreement.
 Notional
    
    
    CappedAmount as of
    
    
    LIBOR/December 31
    
    
    Eurodollar
    
    
    Effective
    
    
    ExpirationLoan Associated with
    
    2007
    
    
    Rate
    
    
    Date
    
    
    Date330 N. Wabash Avenue
First
Mortgage/Mezzanine
Loans
    
    $
    195,000,000
    
    
    
    6.6
    %
    
    
    3/15/07
    
    
    
    3/15/08Continental Towers
First Mortgage
    
    $
    75,000,000
    
    
    
    6.5
    %
    
    
    5/02/05
    
    
    
    5/01/08Prime Equity
Mezzanine Loans
    
    $
    47,000,000
    
    
    
    4.8
    %
    
    
    1/03/06
    
    
    
    1/03/08Prime Equity
Mezzanine Loans
    
    $
    11,000,000
    
    
    
    4.8
    %
    
    
    1/03/06
    
    
    
    1/03/08
  F-22




---



##### Table of Contents



4. Mortgage Notes Payable (continued)
  Amortization of Principal
 Other.
  Year Ending December 31
    
    Amount(dollars inthousands)2008
    
    $
    351,0142009
    
    
    2,6752010
    
    
    33,8172011
    
    
    65,4042012
    
    
    Thereafter
    
    
    115,000$
    567,910
  5. Debt Covenants
    F-23




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##### Table of Contents



6. Leases
   Year Ending December 31
    
    Amount(dollars in thousands)2008
    
    $
    42,9622009
    
    
    43,0202010
    
    
    31,6802011
    
    
    24,6902012
    
    
    21,283Thereafter
    
    
    81,394$
    245,029
   Gross
    
    
    Executed
    
    
    NetYear Ending December 31
    
    Amount
    
    
    Subleases
    
    
    Amount(dollars in thousands)2008
    
    $
    5,738
    
    
    $
    4,824
    
    
    $
    9142009
    
    
    5,098
    
    
    
    3,923
    
    
    
    1,1752010
    
    
    5,226
    
    
    
    4,032
    
    
    
    1,1942011
    
    
    5,357
    
    
    
    4,214
    
    
    
    1,1432012
    
    
    3,630
    
    
    
    2,819
    
    
    
    811Thereafter
    
    
    
    
    
    
    
    
    
    
    $
    25,049
    
    
    $
    19,812
    
    
    $
    5,237
 7. Minority Interests
    F-24




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##### Table of Contents



8. Preferred Shares
    9. Discontinued Operations
 Accounting for the Impairment or Disposal of Long-Lived Assets
    F-25




---



##### Table of Contents



9. Discontinued Operations (continued)
   PredecessorSuccessor Company
    
    
    CompanySix
    
    
    SixYear
    
    
    months
    
    
    monthsended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005(dollars in(dollars in thousands)
    
    
    
    
    
    
    thousands)Rental revenue
    
    $
    741
    
    
    $
    1,103
    
    
    $
    4,952
    
    
    $
    6,114Tenant reimbursements
    
    
    305
    
    
    
    441
    
    
    
    4,210
    
    
    
    4,082Other property income
    
    
    1,092
    
    
    
    6
    
    
    
    151
    
    
    
    164Total revenue
    
    
    2,138
    
    
    
    1,550
    
    
    
    9,313
    
    
    
    10,360Property operations
    
    
    97
    
    
    
    151
    
    
    
    2,668
    
    
    
    3,084Real estate taxes
    
    
    581
    
    
    
    418
    
    
    
    1,698
    
    
    
    1,551Depreciation and amortization
    
    
    128
    
    
    
    572
    
    
    
    353
    
    
    
    986Interest expense
    
    
    607
    
    
    
    454
    
    
    
    1,459
    
    
    
    1,930Total expenses
    
    
    1,413
    
    
    
    1,595
    
    
    
    6,178
    
    
    
    7,551Income (loss) before provisions
for asset impairment, net gain
(loss) on sales of real estate
and minority interests
    
    
    725
    
    
    
    (45
    )
    
    
    3,135
    
    
    
    2,809Provisions for asset impairment(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,074
    )Net gain (loss) on sales of real
estate(2)
    
    
    2,220
    
    
    
    
    
    
    
    (6
    )
    
    
    709Minority interests
    
    
    (2,919
    )
    
    
    45
    
    
    
    (3,102
    )
    
    
    1,329Discontinued operations
    
    $
    26
    
    
    $
    
    
    
    $
    27
    
    
    $
    (10,227
    )
 (1)
    
    During the second quarter of 2005, we recorded an asset impairment of $15.1 million related
to our 208 South LaSalle Street office property as our anticipated hold period for the
property was reduced based upon our decision to pursue a sale.(2)
    
    See Note 16  Property Acquisitions, Placed in Service and Dispositions to these
consolidated financial statements for a description of these sales.  F-26




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##### Table of Contents



10. Earnings Per Share
  PredecessorSuccessor Company
    
    
    CompanyYear
    
    
    Year
    
    
    Six months
    
    
    Six monthsEnded
    
    
    ended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005(dollars inthousands, except(dollars in thousands, except per share amounts)
    
    
    per share amounts)Numerator:Loss from continuing operations
before minority interests
    
    $
    (82,758
    )
    
    $
    (46,431
    )
    
    $
    (18,940
    )
    
    $
    (21,396
    )Minority interests
    
    
    37,936
    
    
    
    54,943
    
    
    
    23,235
    
    
    
    2,978Net income allocated to preferred
shareholders
    
    
    (9,000
    )
    
    
    (9,000
    )
    
    
    (4,500
    )
    
    
    (4,500
    )Loss before discontinued operations
and gain (loss) on sales of real
estate and joint venture interests
    
    
    (53,822
    )
    
    
    (488
    )
    
    
    (205
    )
    
    
    (22,918
    )Discontinued operations, net of
minority interests
    
    
    26
    
    
    
    
    
    
    
    27
    
    
    
    (10,227
    )Gain (loss) on sales of real estate
and joint venture interests, net of
minority interests
    
    
    
    
    
    
    171
    
    
    
    (3
    )
    
    
    9,074Numerator for earnings per share  loss
available to common shares
    
    $
    (53,796
    )
    
    $
    (317
    )
    
    $
    (181
    )
    
    $
    (24,071
    )Denominator:Denominator for basic earnings per
share  weighted average common
shares
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483
    
    
    
    23,658,579Effect of dilutive securities:Employee stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee stock grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted earnings per
share  adjusted weighted average
common shares and assumed conversions
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483
    
    
    
    23,658,579BASIC AND DILUTED EARNINGS AVAILABLE TO
COMMON SHARES
PER WEIGHTEDAVERAGE COMMON SHARE:Loss from continuing operations after
minority interests and allocation to
preferred shareholders
    
    $
    (227.59
    )
    
    $
    (2.06
    )
    
    $
    (0.87
    )
    
    $
    (0.97
    )Discontinued operations, net of
minority interests
    
    
    0.11
    
    
    
    
    
    
    
    0.12
    
    
    
    (0.43
    )Gain (loss) on sales of real estate and
joint venture interests, net of minority
interests
    
    
    
    
    
    
    0.72
    
    
    
    (0.01
    )
    
    
    0.38Net loss available per
weightedaverage common share of
beneficial interest  basic and
diluted
    
    $
    (227.48
    )
    
    $
    (1.34
    )
    
    $
    (0.76
    )
    
    $
    (1.02
    )
   F-27




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##### Table of Contents



11. Investments in Unconsolidated Joint Ventures
   Extended Stay Hotels.
       F-28




---



##### Table of Contents



11. Investments in Unconsolidated Joint Ventures (continued)
  December 312007(dollars inthousands)Real estate, at cost (net):
    
    $
    5,683,185Other assets
    
    
    2,155,795Total assets
    
    $
    7,838,980Mortgage notes and other loans payable
    
    $
    7,402,447Other liabilities
    
    
    147,947Total members capital
    
    
    288,586Total liabilities and members capital
    
    $
    7,838,980
 For the periodJune 29, 2007throughDecember 31, 2007(dollars inthousands)Total revenue
    
    $
    515,364Total expenses
    
    
    (705,338
    )Net loss
    
    $
    (189,974
    )
 The United Building
  PredecessorSuccessor Company
    
    
    CompanyYear
    
    
    Six months
    
    
    Six monthsended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005(dollars in(dollars in thousands)
    
    
    thousands)Operations (included
in loss from
investments in
unconsolidated joint
ventures)
    
    $
    (1,772
    )
    
    $
    (3,622
    )
    
    $
    (1,837
    )
    
    $
    855Distributions received
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300
  F-29




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##### Table of Contents



11. Investments in Unconsolidated Joint Ventures (continued)
    December 312007
    
    
    2006(dollars in thousands)Real estate, at cost (net):
    
    $
    254,685
    
    
    $
    257,896Other assets
    
    
    26,820
    
    
    
    35,613Total assets
    
    $
    281,505
    
    
    $
    293,509Mortgage note payable
    
    $
    164,652
    
    
    $
    167,321Other liabilities
    
    
    24,896
    
    
    
    30,687Total members capital
    
    
    91,957
    
    
    
    95,501Total liabilities and members capital
    
    $
    281,505
    
    
    $
    293,509
 PredecessorSuccessor Company
    
    
    CompanyYear
    
    
    Six months
    
    
    Six monthsended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005(dollars in(dollars in thousands)
    
    
    thousands)Total revenue
    
    $
    38,278
    
    
    $
    41,109
    
    
    $
    20,192
    
    
    $
    21,972Total expenses
    
    
    35,551
    
    
    
    42,071
    
    
    
    20,731
    
    
    
    17,815Net income (loss)
    
    $
    2,727
    
    
    $
    (962
    )
    
    $
    (539
    )
    
    $
    4,157
 Citadel Center
  F-30




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##### Table of Contents



11. Investments in Unconsolidated Joint Ventures (continued)
       F-31




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##### Table of Contents



11. Investments in Unconsolidated Joint Ventures (continued)
  PredecessorSuccessor Company
    
    
    CompanySix months
    
    
    Six monthsYear ended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005(dollars in(dollars in thousands)
    
    
    thousands)Operations
(included in loss
from investments in
unconsolidated
joint ventures) (1)
    
    $
    
    
    
    $
    (5,470
    )
    
    $
    (5,193
    )
    
    $
    (6,930
    )
 (1)
    
    During the 2006 period, distributions to our partner exceeded the joint ventures net income.
As a result, income equal to the distribution was allocated to our partner and we recorded a
loss in the amount of the difference between this allocation and the actual net income of the
joint venture. The distribution was $9.9 million, $5.9 million, $5.7 million and $10.6
million for the year ended December 31, 2006, for the six months ended December 31, 2005 and
the six months ended June 30, 2005, respectively.  December 312007
    
    
    2006(dollars in thousands)Real estate, at cost (net):
    
    $
    
    
    
    $
    Other assets
    
    
    
    
    
    
    386Total assets
    
    $
    
    
    
    $
    386Mortgage note payable
    
    $
    
    
    
    $
    Other liabilities
    
    
    
    
    
    
    386Total members capital
    
    
    
    
    
    
    Total liabilities and members capital
    
    $
    
    
    
    $
    386
 PredecessorSuccessor Company
    
    
    CompanySix months
    
    
    Six monthsYear ended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005(dollars in(dollars in thousands)
    
    
    thousands)Total revenue
    
    $
    
    
    
    $
    51,778
    
    
    $
    25,082
    
    
    $
    25,142Total expenses
    
    
    
    
    
    
    47,339
    
    
    
    24,383
    
    
    
    26,335Net income (loss)(2)
    
    $
    
    
    
    $
    4,439
    
    
    $
    699
    
    
    $
    (1,193
    )
 (2)
    
    Historical income does not reflect net income from the joint venture as reported in the
financial statements as a result of the difference in basis in connection with the
Acquisition.  F-32




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##### Table of Contents



11. Investments in Unconsolidated Joint Ventures (continued)
 Thistle Landing.
     12. Stock Based Compensation
    F-33




---



##### Table of Contents



12. Stock Based Compensation (continued)
 Accounting for Stock Issued to Employees
 Share-Based Payments
   Accounting for Stock-Based Compensation
     F-34




---



##### Table of Contents



12. Stock Based Compensation (continued)
  WeightedAverageShares
    
    
    ExerciseSubject to
    
    
    Price PerOption
    
    
    ShareBalance at January 1, 2005
    
    
    938,883
    
    
    $
    15.19Options cancelled
    
    
    (938,883
    )
    
    
    Balance at December 31, 2005
    
    
    
    
    
    
    Options cancelled
    
    
    
    
    
    
    Balance at December 31, 2006
    
    
    
    
    
    
    Options cancelled
    
    
    
    
    
    
    Balance at December 31, 2007
    
    
    
    
    
    $
    
 13. Related Party Transactions
   PredecessorSuccessor Company
    
    
    CompanyYear
    
    
    Six months
    
    
    Six monthsended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005(dollars in(dollars in thousands)
    
    
    thousands)Management fees (1)
    
    $
    913
    
    
    $
    1,151
    
    
    $
    541
    
    
    $
    523Payroll and other operating costs
    
    
    1,339
    
    
    
    1,397
    
    
    
    667
    
    
    
    674Leasing costs (1)
    
    
    867
    
    
    
    1,298
    
    
    
    398
    
    
    
    42
 (1)
    
    We earn a monthly management fee equal to 2.5% of gross rental income calculated on a cash
basis and lease commissions for services performed. For financial reporting purposes, 50.0% of
these amounts, representing our share of earnings from the joint venture, is offset by our
equity in earnings from this joint venture.  F-35




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##### Table of Contents



13. Related Party Transactions (continued)
  PredecessorSuccessor Company
    
    
    CompanyYear
    
    
    Six months
    
    
    Six monthsended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    June 302007
    
    
    2006
    
    
    2005
    
    
    2005(dollars in(dollars in thousands)
    
    
    thousands)Management fees (1)
    
    $
    
    
    
    $
    852
    
    
    $
    542
    
    
    $
    368Payroll and other operating costs
    
    
    
    
    
    
    700
    
    
    
    375
    
    
    
    374Leasing costs (1)
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    1,623
 (1)
    
    We earned a monthly management fee equal to 2.0% of gross rental income calculated on a cash
basis and lease commissions for services performed. For financial reporting purposes, these
are offset by our equity in the loss from this joint venture.      F-36




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##### Table of Contents



14. Fair Values of Financial Instruments
 Disclosures About Fair Value of Financial Instruments Disclosure about Derivative Financial Instruments and Fair Value of Financial
Instruments
  Cash and Cash Equivalents and Restricted Cash Escrows, Receivables and Payables
   Mortgage and Notes Payable
  Interest Rate Protection Agreements
  15. Commitments and Contingencies
 Legal.
   F-37




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##### Table of Contents



15. Commitments and Contingencies (continued)
    Accounting for Contingencies
 Environmental.
   F-38




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##### Table of Contents



15. Commitments and Contingencies (continued)
  Accounting for Conditional Asset Retirement Obligations, Accounting for Asset
Retirement Obligations
   F-39




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##### Table of Contents



15. Commitments and Contingencies (continued)
 Tax Indemnities.
       F-40




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##### Table of Contents



15. Commitments and Contingencies (continued)
  Lease Liabilities.
      F-41




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##### Table of Contents



16. Property Acquisitions, Placed in Service and Dispositions
  MonthProperty
    
    Location
    
    Sales Price
    
    
    Sold(dollars inthousands)2007 SalesOffice:Narco River Business Center (1)
    
    Calumet City, IL
    
    $
    7,400
    
    
    May2006 SalesOffice:Citadel Center (2)
    
    Chicago, IL
    
    $
    560,000
    
    
    NovemberLand:Libertyville (3)
    
    Libertyville, IL
    
    $
    2,400
    
    
    April2005 SalesOffice:208 S. LaSalle Street (4)
    
    Chicago, IL
    
    $
    44,000
    
    
    DecemberLand:Libertyville (5)
    
    Libertyville, IL
    
    $
    700
    
    
    February
 (1)
    
    On May 22, 2007, we closed on the sale of our Narco River Business Center property located in
Calumet City, Illinois, for a sales price of $7.4 million. We recognized a gain of $2.2
million and retired debt of $2.7 million related to this property.(2)
    
    Dearborn LLC, the owner of Citadel Center and an entity in which we owned a joint venture
interest, sold Citadel Center in November 2006. This property was sold by Dearborn LLC for a
sales price for the entire property of $560.0 million. A subsidiary of our Operating
Partnership owned a thirty percent (30%) joint venture interest in the Citadel Center
property. At the closing, the Operating Partnership indemnified the purchaser against any
costs or expenses in connection with the Citadel Reimbursement Obligation (as described
below). The Operating Partnership previously indemnified its joint venture partner against
the Citadel Reimbursement Obligation. The Citadel Reimbursement Obligation is the obligation
of the joint venture under its lease with Citadel Investment Group, LLC (Citadel) to
reimburse Citadel for the financial obligations, consisting of base rent and the pro rata
share of operating expenses and real estate taxes, under Citadels pre-existing lease for
161,488 square feet of space at the One North Wacker Drive office building in downtown
Chicago, Illinois. We have executed subleases at One North Wacker Drive for all of the space
to partially mitigate our obligation under the Citadel Reimbursement Obligation. The
foregoing obligations are partially secured by a total of $7.1 million held in escrow at
closing.  F-42




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##### Table of Contents



16. Property Acquisitions, Placed in Service and Dispositions (continued)
 At the closing, the Operating Partnership received its annual distribution of income from the
joint venture of $4.2 million. The Operating Partnership share of the net proceeds from the
sale was $92.4 million, and the Operating Partnership used approximately $57.1 million of the
net proceeds to pay down corporate level debt. The Operating Partnership recorded a gain of
approximately $18.8 million from the transaction (included in gain on sales of real estate and
joint venture interests).(3)
    
    We sold this property for a sales price of $2.4 million. This property was unencumbered. A
gain of $0.6 million was recorded as gain on sales of real estate.(4)
    
    We sold this property for a gross sales price of $44.0 million minus certain agreed upon
closing prorations, including the assumption of the existing debt of $41.9 million on the
property. After closing prorations and costs we received approximately $0.5 million in net
proceeds from the sale. During the second quarter of 2005, we had recorded an asset impairment
charge of $15.1 million related to this property. As a result of the revaluation of our
balance sheet due to the Acquisition, no gain or loss was recorded on this sale.(5)
    
    Net proceeds from the sale of this property were $0.7 million. This property was
unencumbered.  F-43




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##### Table of Contents



17. Interim Financial Information (unaudited)
  Year ended December 31Fourth
    
    
    Third
    
    
    Second
    
    
    FirstTotal
    
    
    Quarter(1)
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter(dollars in thousands, except per share amounts)Total revenue
    
    $
    91,013
    
    
    $
    20,508
    
    
    $
    21,433
    
    
    $
    25,155
    
    
    $
    23,917Total expenses
    
    
    89,525
    
    
    
    20,885
    
    
    
    19,879
    
    
    
    25,754
    
    
    
    23,007Operating income
    
    
    1,488
    
    
    
    (377
    )
    
    
    1,554
    
    
    
    (599
    )
    
    
    910Loss from investments in
unconsolidated joint ventures
    
    
    (49,687
    )
    
    
    (48,274
    )
    
    
    (665
    )
    
    
    (224
    )
    
    
    (524
    )Interest and other income (expense)
    
    
    2,961
    
    
    
    (2,309
    )
    
    
    3,960
    
    
    
    981
    
    
    
    329Interest:Expense
    
    
    (36,610
    )
    
    
    (10,263
    )
    
    
    (10,773
    )
    
    
    (7,760
    )
    
    
    (7,814
    )Amortization of deferred
financing costs
    
    
    (910
    )
    
    
    (229
    )
    
    
    (229
    )
    
    
    (232
    )
    
    
    (220
    )Loss from continuing operations
before minority interests
    
    
    (82,758
    )
    
    
    (61,452
    )
    
    
    (6,153
    )
    
    
    (7,834
    )
    
    
    (7,319
    )Minority interests
    
    
    37,936
    
    
    
    10,127
    
    
    
    8,329
    
    
    
    9,995
    
    
    
    9,485(Loss) income from continuing
operations
    
    
    (44,822
    )
    
    
    (51,325
    )
    
    
    2,176
    
    
    
    2,161
    
    
    
    2,166Discontinued operations, net of
minority interests in the amount
of $48 in the fourth quarter,
$(94) in the third quarter,
$(2,038) in the second quarter and
$(836) in the first quarter
    
    
    26
    
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    7Net (loss) income
    
    
    (44,796
    )
    
    
    (51,325
    )
    
    
    2,176
    
    
    
    2,180
    
    
    
    2,173Net income allocated to preferred
shareholders
    
    
    (9,000
    )
    
    
    (2,250
    )
    
    
    (2,250
    )
    
    
    (2,250
    )
    
    
    (2,250
    )Net loss available to common
shareholders
    
    $
    (53,796
    )
    
    $
    (53,575
    )
    
    $
    (74
    )
    
    $
    (70
    )
    
    $
    (77
    )Basic and diluted earnings
available to common shares per
weighted average common shareLoss from continuing operations
after minority interests and
allocation to preferred
shareholders
    
    $
    (227.59
    )
    
    $
    (226.55
    )
    
    $
    (0.31
    )
    
    $
    (0.38
    )
    
    $
    (0.36
    )Discontinued operations, net of
minority interests
    
    
    0.11
    
    
    
    
    
    
    
    
    
    
    
    0.08
    
    
    
    0.03Net loss available per
weightedaverage common share of
beneficial interest  basic and
diluted
    
    $
    (227.48
    )
    
    $
    (226.55
    )
    
    $
    (0.31
    )
    
    $
    (0.30
    )
    
    $
    (0.33
    )Weighted average common
shares  basic and diluted
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483Distributions paid per common
share/common unit
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  F-44




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##### Table of Contents



17. Interim Financial Information (unaudited) (continued)
  Year ended December 31Fourth
    
    
    Third
    
    
    Second
    
    
    FirstTotal
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter(dollars in thousands, except per share amounts)Total revenue
    
    $
    97,396
    
    
    $
    24,571
    
    
    $
    24,446
    
    
    $
    24,311
    
    
    $
    24,068Total expenses
    
    
    92,203
    
    
    
    21,908
    
    
    
    23,264
    
    
    
    23,413
    
    
    
    23,618Operating income
    
    
    5,193
    
    
    
    2,663
    
    
    
    1,182
    
    
    
    898
    
    
    
    450(Loss) income from investments
in unconsolidated joint ventures
    
    
    (9,145
    )
    
    
    1,949
    
    
    
    (3,733
    )
    
    
    (3,365
    )
    
    
    (3,996
    )Interest and other income
    
    
    2,850
    
    
    
    839
    
    
    
    574
    
    
    
    566
    
    
    
    871Interest:Expense
    
    
    (42,183
    )
    
    
    (13,330
    )
    
    
    (10,085
    )
    
    
    (9,763
    )
    
    
    (9,005
    )Amortization of deferred
financing costs
    
    
    (3,146
    )
    
    
    (2,146
    )
    
    
    (352
    )
    
    
    (351
    )
    
    
    (297
    )Loss from continuing operations
before minority interests
    
    
    (46,431
    )
    
    
    (10,025
    )
    
    
    (12,414
    )
    
    
    (12,015
    )
    
    
    (11,977
    )Minority interests
    
    
    54,943
    
    
    
    12,167
    
    
    
    14,535
    
    
    
    14,139
    
    
    
    14,102Income from continuing operations
    
    
    8,512
    
    
    
    2,142
    
    
    
    2,121
    
    
    
    2,124
    
    
    
    2,125Discontinued operations, net of
minority interests in the amount
of $123 in the fourth quarter,
$59 in the third quarter, $(97)
in the second quarter and $(40)
in the first quarter
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    1
    
    
    
    Income before gain on sales of
real estate and joint venture
interests
    
    
    8,512
    
    
    
    2,141
    
    
    
    2,121
    
    
    
    2,125
    
    
    
    2,125Gain on sales of real estate and
joint venture interests, net of
minority interest of $(18,651)
in the fourth quarter and $(638)
in the
second quarter
    
    
    171
    
    
    
    165
    
    
    
    
    
    
    
    6
    
    
    
    Net income
    
    
    8,683
    
    
    
    2,306
    
    
    
    2,121
    
    
    
    2,131
    
    
    
    2,125Net income allocated to
preferred shareholders
    
    
    (9,000
    )
    
    
    (2,250
    )
    
    
    (2,250
    )
    
    
    (2,250
    )
    
    
    (2,250
    )Net (loss) income available to
common shareholders
    
    $
    (317
    )
    
    $
    56
    
    
    $
    (129
    )
    
    $
    (119
    )
    
    $
    (125
    )Basic and diluted earnings
available to common shares per
weighted average common shareLoss from continuing operations
after minority interests and
allocation to preferred
shareholders
    
    $
    (2.06
    )
    
    $
    (0.45
    )
    
    $
    (0.55
    )
    
    $
    (0.53
    )
    
    $
    (0.53
    )Discontinued operations, net of
minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gain on sales of real estate and
joint venture interests, net of
minority interests
    
    
    0.72
    
    
    
    0.69
    
    
    
    
    
    
    
    0.03
    
    
    
    Net (loss) income available per
weightedaverage common share
of beneficial interest  basic
and diluted
    
    $
    (1.34
    )
    
    $
    0.24
    
    
    $
    (0.55
    )
    
    $
    (0.50
    )
    
    $
    (0.53
    )Weighted average common
shares  basic and diluted
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483Distributions paid per common
share/common unit
    
    $
    2.8438
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2.8438
 (1)
    
    We have accounted for our investment in the membership interest that owns extended-stay hotel
properties under the equity method of accounting effective in the fourth quarter of 2007.
This change from the cost method of accounting is primarily due to the deteriorating real
estate and financial market conditions resulting in a re-evaluation of the expected term and
nature of the investment.
  F-45




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##### Table of Contents



17. Interim Financial Information (unaudited) (continued)
  a)
    
    Dividend income in the amount of $6.2 million previously recorded under the cost
method as interest and other income was recorded as a reduction of Investments in
Unconsolidated Entities.b)
    
    We recognized a loss allocation, assuming a hypothetical liquidation at December 31,
2007, of approximately $47.8 million from this investment under the equity method of
accounting as Loss From Investments in Unconsolidated Joint Ventures.
 18. Recent Accounting Pronouncements
 Accounting for Uncertainty in Income
Taxes  an interpretation of FASB Statement No. 109
 Fair Value Measurements
 The Fair Value Option for Financial Assets
and Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115
 Business Combinations " , Noncontrolling Interests in Consolidated Financial Statements .
  F-46




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##### Table of Contents



19. Subsequent Events
 The United Building Sale.
   330 N. Wabash Avenue Hotel Sale.
 330 N. Wabash Avenue Refinancing.
  F-47




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##### Table of Contents



19. Subsequent Events (continued)
      F-48




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##### Table of Contents



19. Subsequent Events (continued)
    4343 Commerce Court Refinancing .
  F-49




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##### Table of Contents



PRIME GROUP REALTY TRUST
 
 SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION  AS OF DECEMBER 31, 2007
(dollars in thousands)
 Gross Amount Carried atCost Capitalized
    
    
    Close of Period
    
    
    AccumulatedEncumbrances(1)
    
    
    Initial Cost(2)
    
    
    Subsequent to Acquisition
    
    
    12/31/07
    
    
    DepreciationBuildings
    
    
    
    
    
    
    Buildings
    
    
    
    
    
    
    Building
    
    
    
    
    
    
    at
    
    
    Date ofDecember 31
    
    
    
    
    
    
    and
    
    
    
    
    
    
    and
    
    
    
    
    
    
    and
    
    
    
    
    
    
    December 31
    
    
    Original2007
    
    
    Land
    
    
    Improvements
    
    
    Land
    
    
    Improvements
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    2007(3)
    
    
    Acquisition280 Shuman Blvd
    
    $
    
    
    
    $
    2,092
    
    
    $
    3,642
    
    
    $
    12
    
    
    $
    670
    
    
    $
    2,104
    
    
    $
    4,312
    
    
    $
    6,416
    
    
    $
    699
    
    
    Nov. 1997Continental Towers
    
    
    115,000
    
    
    
    12,166
    
    
    
    122,980
    
    
    
    363
    
    
    
    12,392
    
    
    
    12,529
    
    
    
    135,372
    
    
    
    147,901
    
    
    
    16,050
    
    
    Dec. 19974343 Commerce Court (4)
    
    
    11,648
    
    
    
    2,370
    
    
    
    13,572
    
    
    
    (8
    )
    
    
    1,257
    
    
    
    2,362
    
    
    
    14,829
    
    
    
    17,191
    
    
    
    1,716
    
    
    Nov. 1997800810 Jorie Blvd
    
    
    23,276
    
    
    
    6,265
    
    
    
    20,187
    
    
    
    
    
    
    
    800
    
    
    
    6,265
    
    
    
    20,987
    
    
    
    27,252
    
    
    
    2,927
    
    
    Aug. 1999330 N. Wabash Avenue (5)
    
    
    195,000
    
    
    
    45,582
    
    
    
    126,397
    
    
    
    (639
    )
    
    
    29,088
    
    
    
    44,943
    
    
    
    155,485
    
    
    
    200,428
    
    
    
    17,742
    
    
    Dec. 1999Brush Hill Office Court
    
    
    8,157
    
    
    
    3,456
    
    
    
    10,295
    
    
    
    (24
    )
    
    
    794
    
    
    
    3,432
    
    
    
    11,089
    
    
    
    14,521
    
    
    
    1,433
    
    
    Dec. 1999Enterprise Center II
    
    
    5,971
    
    
    
    1,659
    
    
    
    5,272
    
    
    
    (6
    )
    
    
    950
    
    
    
    1,653
    
    
    
    6,222
    
    
    
    7,875
    
    
    
    561
    
    
    Jan. 20007100 Madison Avenue
    
    
    3,897
    
    
    
    1,268
    
    
    
    3,663
    
    
    
    (2
    )
    
    
    (26
    )
    
    
    1,266
    
    
    
    3,637
    
    
    
    4,903
    
    
    
    365
    
    
    Apr. 2000180 North LaSalle Street
    
    
    63,150
    
    
    
    15,245
    
    
    
    55,497
    
    
    
    (138
    )
    
    
    5,625
    
    
    
    15,107
    
    
    
    61,122
    
    
    
    76,229
    
    
    
    10,972
    
    
    Aug. 2000Other Corporate Assets
    
    
    138,778
    
    
    
    
    
    
    
    464
    
    
    
    
    
    
    
    70
    
    
    
    
    
    
    
    534
    
    
    
    534
    
    
    
    392Total
    
    $
    564,877
    
    
    $
    90,103
    
    
    $
    361,969
    
    
    $
    (442
    )
    
    $
    51,620
    
    
    $
    89,661
    
    
    $
    413,589
    
    
    $
    503,250
    
    
    $
    52,857
 (1)
    
    See Note 4  Mortgage Notes Payable to these consolidated financial statements for a
description of our mortgage notes payable.(2)
    
    As a result of the Acquisition, we were required to revalue our balance sheet to reflect the
fair market value of each of our assets and liabilities in accordance with SFAS No. 141.  F-50




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PRIME GROUP REALTY TRUST
SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2007
 (3)
    
    Depreciation is calculated on the straight-line method over the estimated useful lives of
assets, which are as follows: Buildings
    
    40 years weighted average composite lifeBuilding improvements
    
    10 to 30 yearsTenant improvements
    
    Term of related leasesFurniture and equipment
    
    310 years
 (4)
    
    This property collateralizes a mortgage note payable of $11.6 million.(5)
    
    A pledge of 100.0% of the ownership interest in the entity which owns this property is
collateral for two mortgage notes payable totaling $195.0 million with the same lender.   Year ended December 312007
    
    
    2006
    
    
    2005(dollars in thousands)Balance, beginning of period
    
    $
    486,647
    
    
    $
    471,892
    
    
    $
    619,059Additions
    
    
    21,602
    
    
    
    18,210
    
    
    
    18,674Disposals
    
    
    (4,999
    )
    
    
    
    
    
    
    (2,130
    )Impact of applying push down
purchase accounting
    
    
    
    
    
    
    
    
    
    
    (163,711
    )Property held for sale
    
    
    
    
    
    
    (3,455
    )
    
    
    Balance, close of period
    
    $
    503,250
    
    
    $
    486,647
    
    
    $
    471,892
  Year ended December 312007
    
    
    2006
    
    
    2005(dollars in thousands)Balance at beginning of period
    
    $
    31,481
    
    
    $
    11,142
    
    
    $
    94,252Depreciation and amortization
    
    
    21,793
    
    
    
    20,534
    
    
    
    20,211Disposals
    
    
    (368
    )
    
    
    
    
    
    
    (493
    )Impact of applying push down
purchase accounting
    
    
    
    
    
    
    
    
    
    
    (102,828
    )Property held for sale
    
    
    (49
    )
    
    
    (195
    )
    
    
    Balance, close of period
    
    $
    52,857
    
    
    $
    31,481
    
    
    $
    11,142
  F-51




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##### Table of Contents



EXHIBIT 21.1
 PRIME GROUP REALTY TRUST
 SUBSIDIARIES OF THE REGISTRANT
 DECEMBER 31, 2007
  Entity
    
    Property77 Fitness Center, L.P. (4)
    
    Owner of Health Club at 77 West Wacker Drive77 West Wacker Drive, L.L.C. (1), (2)
    
    77 West Wacker Drive77 West Wacker Limited Partnership (3), (4)
    
    Sole member of 330 N. Wabash Avenue
Mezzanine, L.L.C. and 99.5% owner of Brush
Hill Office Center, L.L.C.180 N. LaSalle Holdings, L.L.C. (1), (3)
    
    Sole member of 180 N. LaSalle II, L.L.C.180 N. LaSalle II, L.L.C. (1), (3)
    
    180 N. LaSalle280 Shuman Blvd., L.L.C. (1), (3)
    
    280 Shuman Blvd. (Atrium)330 N. Wabash Avenue, L.L.C. (1), (3)
    
    330 N. Wabash Avenue330 N. Wabash Mezzanine, L.L.C. (1), (3)
    
    Sole member of 330 N. Wabash Avenue, L.L.C.330 Redevelopment LLC (1)
    
    Performs certain work at 330 N. Wabash
Avenue800 Jorie Blvd., L.L.C. (1), (3)
    
    800-810 Jorie Blvd.800 Jorie Blvd. Mezzanine, L.L.C. (1), (3)
    
    Member owning 49.0% of 800 Jorie Blvd.,
L.L.C. (50.5% is owned by Prime Group
Realty, L.P.)1051 N. Kirk Road, L.L.C. (1), (3)
    
    1051 N. Kirk Road1600 167th Street, L.L.C. (1), (3)
    
    Former owner of 1600-1700 167th Street
(Narco River Business Center)2305 Enterprise Drive, L.L.C. (1), (3)
    
    2305 Enterprise Drive4343 Commerce Court, L.L.C. (1), (3)
    
    4343 Commerce Court (The Olympian Office Center)7100 Madison, L.L.C. (1)
    
    7100 Madison AvenueBrush Hill Office Center, L.L.C. (1), (3)
    
    Brush Hill Office CenterDearborn Center, L.L.C. (1), (5)
    
    Former owner of Citadel CenterLaSalle-Adams, L.L.C. (1), (3)
    
    Former owner of 208 South LaSalle StreetLibertyville Corporate Office Park, L.L.C. (1)
    
    Former owner of Vacant Land adjacent to 80
Pine Meadow Corporate Office ParkLibertyville Corporate Office Park II, L.L.C. (1)
    
    Former owner of Vacant Land adjacent to 80
Pine Meadow Corporate Office ParkPGR Finance II, Inc. (6)
    
    Member owning 1% of LaSalle-Adams, L.L.C.PGR Finance IV, Inc. (6)
    
    Member owning 0.1% of 1600
167th Street., L.L.C.PGR Finance VIII, Inc. (6)
    
    Limited Partner owning 0.5% of 77 West
Wacker Limited Partnership
  F-52




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##### Table of Contents



Entity
    
    PropertyPGR Finance XIV, Inc. (6)
    
    Member owning 0.1% in both 1051 N. Kirk
Road, L.L.C. and 4343 Commerce Court,
L.L.C.PGR Finance XV, L.L.C. (1), (3)
    
    Member owning 0.5% of Brush Hill Office
Center, L.L.C.PGR Finance XVII, Inc. (6)
    
    Member owning 0.5% of 800 Jorie Blvd.,
L.L.C.PGR Finance XXI, L.L.C. (1)
    
    Member owning 0.1% of 2305 Enterprise
Drive, L.L.C.PGR Finance XXII, Inc. (6)
    
    Member owning 1% of 180 N. LaSalle
Holdings, L.L.C.PGRLP 77 Manager LLC (1)
    
    Manager of 77 W. Wacker DrivePGRLP 131 Manager LLC (1)
    
    Manager of Citadel Center, 131 S. Dearborn
St.PGRS 1407 BWAY LLC (1)
    
    Asset and Development Manager of 1407
Broadway Avenue, New York, NYPGRT Equity LLC (1)
    
    Owner of (i) junior loans encumbering
Continental Towers, (ii) 50% common
interest in 77 West Wacker Drive, L.L.C.,
(iii) 280 Shuman Blvd., L.L.C., (iv) 800
Jorie Blvd. Mezzanine, L.L.C., and (v)
Prime Group Management, L.L.C.PGRT Equity II LLC (1)
    
    Member owning 99.0% of 180 N. LaSalle
Holdings, L.L.C.PGRT ESH, Inc. (6)
    
    Owner of interest in BHAC Capital IV, LLCPGT Construction Co. (6)
    
    Subsidiary of Services Company for
construction workPhoenix Office, L.L.C. (1)
    
    Owner of 23.1% interest in
Plumcor/Thistle, L.L.C., owner of a
building in Thistle Landing in Phoenix,
ArizonaPrime Group Management, L.L.C. (1), (3)
    
    Manager of Continental TowersPrime Group Realty Services, Inc. (7)
    
    The Services Company, owner of 100% of PGT
Construction Co., PRS Corporate Real
Estate Services, Inc., Prime Services
Holdings, Inc. and 99.9% of 77 Fitness
Center, L.P.Prime Rolling Meadows, L.L.C.(1)
    
    Property adjacent to Continental TowersPrime Services Holding, Inc. (6)
    
    0.1% owner of 77 Fitness Center, L.P.PRS Corporate Real Estate Services, Inc. (6)
    
    Brokerage subsidiary of Services Company
 (1)
    
    Delaware Limited liability Company(2)
    
    PGRT Equity LLC, a subsidiary of the Operating Partnership, owns a 50% common interest, PGRLP
77 Manager LLC, a subsidiary of the Operating Partnership, manages the property and a third
party owns the remaining 50% common interest.(3)
    
    We own both direct and indirect ownership interest in these entities through wholly owned
subsidiaries listed above.(4)
    
    Illinois Limited Partnership(5)
    
    PGRT Equity LLC, a subsidiary of the Operating Partnership owns a 30% subordinated common
interest, the Operating Partnership manages the property and a third party owns the remaining
70% common interest.(6)
    
    Delaware Corporation.(7)
    
    Maryland Corporation.  F-53




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##### Table of Contents



Contents
 Report
of Independent Registered Public Accounting Firm
    
    F-55Consolidated Financial Statements:Consolidated Balance Sheet
    
    F-56Consolidated Statement of Operations
    
    F-57Consolidated Statement of Changes in Members Equity
    
    F-58Consolidated Statement of Cash Flows
    
    F-59Notes to Consolidated Financial Statements
    
    F-60Financial Statement ScheduleSchedule III  Real Estate and Accumulated Depreciation as of December 31, 2007
    
    F-82
  F-54




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F-55




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##### Table of Contents



BHAC Capital IV LLC
 
 Consolidated Balance Sheet
 December 31, 2007  (In Thousands)
 AssetsCurrent assetsCash and cash equivalents
    
    $
    7,853Accounts receivable, net of allowance for doubtful accounts of $896
    
    
    19,315Restricted cash
    
    
    91,619Other current assets
    
    
    19,437Due from affiliates
    
    
    71,286Total current assets
    
    
    209,510Property and equipment, net of accumulated depreciation of $171,151
    
    
    5,683,185Land available for sale
    
    
    2,000Deferred financing costs, net of accumulated amortization of $16,625
    
    
    58,255Trademarks
    
    
    43,000Intangible assets, net of accumulated amortization of $3,746
    
    
    117,222Goodwill
    
    
    246,913Receivable from affiliated party (mortgage and mezzanine obligation)
    
    
    1,476,656Other assets
    
    
    2,239Total assets
    
    $
    7,838,980Liabilities and Members EquityCurrent liabilitiesAccounts payable and other accrued expenses
    
    $
    41,817Construction and retainage payables
    
    
    1,739Accrued real estate taxes
    
    
    16,887Accrued payroll and payroll related expenses
    
    
    29,776Accrued interest payable
    
    
    25,162Subordinated notes, net of discount of $347
    
    
    30,553Total current liabilities
    
    
    145,934Mortgage payable
    
    
    4,100,000Mezzanine loans
    
    
    3,295,456Subordinated notes, net of discount of $1,158
    
    
    6,991Capital lease obligation
    
    
    131Other liabilities
    
    
    485Total liabilities
    
    
    7,548,997Commitments and contingenciesMinority interest in HVM L.L.C.
    
    
    1,280Minority interest in Extended Stay Inc.
    
    
    117Total minority interests
    
    
    1,397Members equity
    
    
    288,586Total liabilities and members equity
    
    $
    7,838,980
 See accompanying notes.
  F-56




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##### Table of Contents



BHAC Capital IV LLC
 
 Consolidated Statement of Operations
 Period from Acquisition (June 11, 2007) to December 31, 2007  (In Thousands)
 Revenues:Room revenues
    
    $
    474,016Other property revenues
    
    
    7,008Management, administrative services, and G&A
reimbursement fee income  affiliated party
    
    
    10,666Reimbursement of payroll from managed properties  affiliated party
    
    
    23,674Total revenues
    
    
    515,364Operating expenses:Property operating expenses
    
    
    202,202Corporate operating expenses
    
    
    33,701Managed properties payroll and payroll related expense
    
    
    23,674Depreciation and amortization
    
    
    184,560Total operating expenses
    
    
    444,137Other income
    
    
    484Income from operations
    
    
    71,711Loss on interest rate caps
    
    
    (2,900
    )Interest income
    
    
    1,279Interest income from affiliate
    
    
    59,328Interest and debt expense
    
    
    (318,036
    )Loss from operations before minority interests
    
    
    (188,618
    )Minority interest in income of HVM L.L.C.
    
    
    (1,356
    )Net loss
    
    
    (189,974
    )Preferred distributions
    
    
    (19,257
    )Net loss allocated to common unit holders
    
    $
    (209,231
    )
 See accompanying notes.
  F-57




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##### Table of Contents



BHAC Capital IV LLC
 
 Consolidated Statement of Changes in Members Equity
 Period from Acquisition (June 11, 2007) to December 31, 2007  (In Thousands)
 Accumulated
    
    
    TotalMembers
    
    
    Deficit and
    
    
    MembersCapital
    
    
    Distributions
    
    
    EquityContribution of capital June 11, 2007
    
    $
    497,817
    
    
    $
    
    
    
    $
    497,817Preferred distributions
    
    
    
    
    
    
    (19,257
    )
    
    
    (19,257
    )Net loss
    
    
    
    
    
    
    (189,974
    )
    
    
    (189,974
    )BalanceDecember 31, 2007
    
    $
    497,817
    
    
    $
    (209,231
    )
    
    $
    288,586
 See accompanying notes.
  F-58




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##### Table of Contents



BHAC Capital IV LLC
 
 Consolidated Statement of Cash Flows
 Period from Acquisition (June 11, 2007) to December 31, 2007
 Operating activitiesNet loss
    
    $
    (189,974
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Depreciation and amortization
    
    
    184,560Amortization of deferred financing costs
    
    
    16,625Accretion of discount on subordinated notes
    
    
    1,078Loss on interest rate caps
    
    
    2,900Minority interest in income of HVM L.L.C.
    
    
    1,356Change in assets and liabilities:Accounts receivable, net of change in allowance
    
    
    1,669Other current assets
    
    
    (9,202
    )Accrued real estate taxes
    
    
    (3,184
    )Accounts payable and other accrued expenses
    
    
    (86
    )Accrued payroll and related expenses
    
    
    (7,560
    )Accrued interest payable
    
    
    17,910Net cash provided by operating activities
    
    
    16,092Investing activitiesBusiness combination purchase acquisition, net of cash acquired
    
    
    (6,056,561
    )Building improvements and purchase of furniture, fixtures, and equipment
    
    
    (25,895
    )Increase in restricted cash
    
    
    (91,619
    )Other noncurrent assets
    
    
    133Net cash used in investing activities
    
    
    (6,173,942
    )Financing activitiesProceeds from mortgage payable
    
    
    3,284,030Proceeds from mezzanine loans
    
    
    2,644,149Purchase of interest rate caps
    
    
    (2,963
    )Deferred financing costs
    
    
    (74,880
    )Repayment of mezzanine loans
    
    
    (4,544
    )Issuance of series units
    
    
    339,252Minority interest distributions  Extended Stay Inc.
    
    
    (8
    )Minority interest distributions and redemptions  HVM L.L.C.
    
    
    (76
    )Distributions
    
    
    (19,257
    )Net cash provided by financing activities
    
    
    6,165,703Net increase in cash and cash equivalents
    
    
    7,853Cash and cash equivalents:Beginning of period
    
    
    End of period
    
    $
    7,853Supplemental cash flow informationCash payments for interest
    
    $
    233,094Income tax payments, net of refunds
    
    $
    103Supplemental noncash disclosuresIncrease in mortgage payable
    
    $
    815,970Increase in mezzanine payable
    
    $
    655,851Increase in accrued interest payable
    
    $
    4,835Increase in receivable from affiliated party
    
    $
    1,476,656Contribution of Series B equity interests
    
    $
    158,565
   F-59




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##### Table of Contents



BHAC Capital IV LLC
 
 Notes to Consolidated Financial Statements
 As of and for the Period Ended December 31, 2007
 1. Business and Organization
 General
  Organization
    F-60




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##### Table of Contents



1. Business and Organization (continued)
 Acquisition Business Combinations
 Cash
    
    $
    43,518Other assets
    
    
    51,013Due from affiliates
    
    
    55,882Property and equipment
    
    
    5,826,163Land available for sale
    
    
    2,000Trademarks
    
    
    43,000Intangible assets subject to amortization
    
    
    130,972Goodwill
    
    
    246,913Total allocated purchase price
    
    $
    6,399,461
   2. Summary of Significant Accounting Policies
 Basis of Presentation
    Use of Estimates
   F-61




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##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 Cash and Cash Equivalents
  Accounts Receivable and Allowance for Doubtful Accounts
  Restricted Cash
  Property and Equipment
   Buildings
    
    27  45 yearsBuilding improvements
    
    2  30 yearsSite improvements
    
    2  25 yearsFurniture, fixtures, and equipment
    
    2  10 yearsOffice equipment, computers, and computer software
    
    3  10 years
   F-62




---



##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
  Goodwill, Trademarks and Other Intangible Assets
 Goodwill and Other Intangible Assets
    Asset Impairments
 Accounting for the
Impairment or Disposal of Long-Lived Assets
 Deferred Financing Costs
   F-63




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##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 Supplies
  Revenue Recognition
  Advertising Costs
  Operating Leases
  Fair Value of Financial Instruments
   Derivative Instruments
 Accounting for Derivative Instruments and Hedging Activities
  F-64




---



##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 Insurance Reserves
  Variable Interest Entity
    Income Taxes
    F-65




---



##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 Recently Issued Accounting Standards
 Accounting for Uncertainty in
Income Taxesan interpretation of FASB Statement No. 109
 Accounting for Certain Hybrid Financial
Instruments Accounting for Derivative Instruments and Hedging
Activities Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Business Combinations
  F-66




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##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 Accounting for Noncontrolling Interests
 3. Property and Equipment
  December 31,2007Hotel operating facilities:Land
    
    $
    989,918Site improvements
    
    
    244,793Building and improvements
    
    
    4,394,854Furniture, fixtures, and equipment
    
    
    210,437Total hotel operating facilities
    
    
    5,840,002Office:Site improvements
    
    
    18Building and improvements
    
    
    10,835Fixtures and equipment
    
    
    3,481Total office
    
    
    14,334Land available for sale
    
    
    2,000Less accumulated depreciation
    
    
    (171,151
    )Total property and equipment
    
    $
    5,685,185
  F-67




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##### Table of Contents



3. Property and Equipment (continued)
   Years Ending December 31:2008
    
    
    3682009
    
    
    3692010
    
    
    3892011
    
    
    3972012
    
    
    398Thereafter
    
    
    6,636Total
    
    $
    8,557
     F-68




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##### Table of Contents



4. Intangible Assets, Deferred Financing Costs and Goodwill
  December 31, 2007GrossUseful
    
    
    Carrying
    
    
    AccumulatedLife
    
    
    Amount
    
    
    Amortization
    
    
    Net ValueValuation of customer relationships
    
    18 yrs.
    
    $
    120,814
    
    
    $
    (3,729
    )
    
    $
    117,085Valuation of customer email database
    
    5 yrs.
    
    
    154
    
    
    
    (17
    )
    
    
    137Valuation of advance booking backlog
    
    1 yr.
    
    
    10,004
    
    
    
    (9,670
    )
    
    
    334Total amortizable intangibles
    
    
    
    
    
    
    130,972
    
    
    
    (13,416
    )
    
    
    117,556Deferred financing costs
    
    2-5 yrs.
    
    
    74,880
    
    
    
    (16,625
    )
    
    
    58,255Total amortizable intangibles and
deferred financing costs
    
    
    
    
    
    $
    205,852
    
    
    $
    (30,041
    )
    
    $
    175,811Intangible assets not subject to
amortization:Trademarks
    
    
    
    
    
    $
    43,000
    
    
    
    
    
    
    $
    43,000Goodwill
    
    
    
    
    
    $
    246,913
    
    
    
    
    
    
    $
    246,913
   Intangibles
    
    
    DeferredSubject to
    
    
    FinancingAmortization
    
    
    Costs
    
    
    TotalYears Ending December 31:2008
    
    $
    7,077
    
    
    $
    29,810
    
    
    $
    36,8872009
    
    
    6,743
    
    
    
    16,078
    
    
    
    22,8212010
    
    
    6,743
    
    
    
    5,059
    
    
    
    11,8022011
    
    
    6,743
    
    
    
    5,059
    
    
    
    11,8022012
    
    
    6,725
    
    
    
    2,249
    
    
    
    8,974Thereafter
    
    
    83,525
    
    
    
    
    
    
    
    83,525Total
    
    $
    117,556
    
    
    $
    58,255
    
    
    $
    175,811
  F-69




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##### Table of Contents



5. Debt
 June 2007 Mortgage Payable$4.1 billion
  th
      F-70




---



##### Table of Contents



5. Debt (continued)
      F-71




---



##### Table of Contents



5. Debt (continued)
  Debt service
    
    $
    17,529Taxes and insurance
    
    
    23,139Replacements reserve
    
    
    8,469Operating expenses and management fees
    
    
    7,608Ground leases
    
    
    117Required repairs
    
    
    2,427Total
    
    $
    59,289
  June 2007 Mezzanine Loans$3.3 Billion
      F-72




---



##### Table of Contents



5. Debt (continued)
  Subordinated Notes due March 2008
    Subordinated Notes due June 2011
    F-73




---



##### Table of Contents



5. Debt (continued)
   Advance From Affiliate
  Interest Rate Caps
   WeightedAllocated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Avg.Debt
    
    Notional
    
    
    Strike
    
    
    Effective
    
    
    Maturity
    
    
    Fair
    
    
    Allocated
    
    
    InterestObligation
    
    Amount
    
    
    Price
    
    
    Dates
    
    
    Dates
    
    
    Value
    
    
    Gain/(Loss)
    
    
    RateMortgage loan
    
    $
    1,281,000
    
    
    
    6
    %
    
    
    6/11/2007
    
    
    
    6/15/2009
    
    
    
    21
    
    
    
    
    
    
    
    6.784
    %Mezzanine
    
    
    1,762,000
    
    
    
    6
    %
    
    
    6/11/2007
    
    
    
    6/15/2009
    
    
    
    28
    
    
    
    
    
    
    
    7.908
    %Mezzanine
    
    
    881,000
    
    
    
    6
    %
    
    
    6/8/2007
    
    
    
    6/15/2009
    
    
    
    14
    
    
    
    
    
    
    
    7.983
    %Totals
    
    $
    3,924,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63
    
    
    $
    (2,900
    )
  F-74




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##### Table of Contents



5. Debt (continued)
 Interest Expense
  PrincipalOutstandingOriginal
    
    
    as of
    
    
    InterestPrincipal
    
    
    December 31,
    
    
    Expense forAmount
    
    
    2007
    
    
    the PeriodJune 2007 Financing:Mortgage payable
    
    $
    4,100,000
    
    
    $
    4,100,000
    
    
    $
    151,904Mezzanine loans
    
    
    3,300,000
    
    
    
    3,295,456
    
    
    
    162,828Subtotal  June 2007 financing
    
    
    7,400,000
    
    
    
    7,395,456
    
    
    
    314,732Subordinated Notes:2008 Notes
    
    
    30,900
    
    
    
    30,900
    
    
    
    1,5712011 Notes
    
    
    8,149
    
    
    
    8,149
    
    
    
    447Discount on 2008 and 2011 Notes
    
    
    (2,583
    )
    
    
    (1,505
    )
    
    
    1,078Letters of credit fees and bank fees
    
    
    
    
    
    
    
    
    
    
    208Total
    
    $
    7,436,466
    
    
    $
    7,433,000
    
    
    $
    318,036
  Debt
    
    
    Discount
    
    
    TotalPayments
    
    
    Accretion
    
    
    ObligationYears Ending December 31:2008
    
    $
    30,900
    
    
    $
    (624
    )
    
    $
    30,2762009
    
    
    4,895,456
    
    
    
    (321
    )
    
    
    4,895,1352010
    
    
    
    
    
    
    (371
    )
    
    
    (371
    )2011
    
    
    8,149
    
    
    
    (189
    )
    
    
    7,9602012
    
    
    2,500,000
    
    
    
    
    
    
    
    2,500,000Thereafter
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    7,434,505
    
    
    $
    (1,505
    )
    
    $
    7,433,000
 6. Income Taxes
   F-75




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##### Table of Contents



6.
Income Taxes (continued)
    7. Equity
 
  F-76




---



##### Table of Contents



7. Equity (continued)
        F-77




---



##### Table of Contents



7. Equity (continued)
   Series Units:
    
    
    Common Units:A-1
    
    
    A-2
    
    
    A-3
    
    
    B
    
    
    A-1
    
    
    A-2
    
    
    A-3
    
    
    B
    
    
    JPreferential return
of 12% of
liquidation value
    
    $
    14,280
    
    
    $
    8,160
    
    
    $
    629
    
    
    $
    10,782
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ALess cash
distributions paid
    
    
    (13,090
    )
    
    
    (6,167
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adjustment of
liquidation
preference for losses
    
    
    
    
    
    
    (56,008
    )
    
    
    (9,252
    )
    
    
    (158,566
    )
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ANet change
    
    
    1,190
    
    
    
    (54,015
    )
    
    
    (8,623
    )
    
    
    (147,784
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital accounts,
beginning of period
    
    
    210,000
    
    
    
    120,000
    
    
    
    9,252
    
    
    
    158,566
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital accounts,
end of period
    
    $
    211,190
    
    
    $
    65,985
    
    
    $
    629
    
    
    $
    10,782
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 8. Related Party Transactions
 Hotel Management Agreements
    F-78




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##### Table of Contents



8. Related Party Transactions (continued)
  Service Agreements
  G&A Expense Reimbursement Agreements
  Services to Affiliates
  9. Trademark Licenses
   F-79




---



##### Table of Contents



9. Trademark Licenses (continued)
  10. Commitments and Contingencies
   11. Employee Benefit Plans
  12. Fair Value of Financial Instruments
  December 31, 2007Carrying
    
    
    EstimatedValue
    
    
    Fair ValueMortgage payable, mezzanine loans and subordinated notes
    
    $
    7,434,505
    
    
    $
    7,331,430
   F-80




---



##### Table of Contents



13. Subsequent Events
     F-81




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedAnchorage  Downtown
    
    AK
    
    
    (1
    )
    
    $
    220
    
    
    $
    14,134
    
    
    $
    156
    
    
    $
    220
    
    
    $
    14,290
    
    
    $
    14,511
    
    
    $
    425
    
    
    Mar-06
    
    Jun-07
    
    243 yearsAnchorage  Midtown
    
    AK
    
    
    (1
    )
    
    
    809
    
    
    
    28,279
    
    
    
    17
    
    
    
    809
    
    
    
    28,296
    
    
    
    29,105
    
    
    
    1,050
    
    
    Oct-05
    
    Jun-07
    
    243 yearsFairbanks  Old Airport Road
    
    AK
    
    
    (1
    )
    
    
    333
    
    
    
    17,929
    
    
    
    143
    
    
    
    333
    
    
    
    18,072
    
    
    
    18,404
    
    
    
    517
    
    
    Mar-06
    
    Jun-07
    
    243 yearsJuneau  Shell Simmons Drive
    
    AK
    
    
    (1
    )
    
    
    1,210
    
    
    
    16,777
    
    
    
    427
    
    
    
    1,210
    
    
    
    17,203
    
    
    
    18,413
    
    
    
    512
    
    
    Mar-06
    
    Jun-07
    
    243 yearsBirmingham  Inverness
    
    AL
    
    
    (1
    )
    
    
    292
    
    
    
    3,424
    
    
    
    20
    
    
    
    292
    
    
    
    3,444
    
    
    
    3,736
    
    
    
    117
    
    
    Mar-96
    
    Jun-07
    
    239 yearsBirmingham  Wildwood
    
    AL
    
    
    (1
    )
    
    
    789
    
    
    
    3,315
    
    
    
    18
    
    
    
    789
    
    
    
    3,333
    
    
    
    4,121
    
    
    
    112
    
    
    May-96
    
    Jun-07
    
    239 yearsHuntsville  U.S. Space and Rocket Center
    
    AL
    
    
    (1
    )
    
    
    540
    
    
    
    8,964
    
    
    
    44
    
    
    
    540
    
    
    
    9,008
    
    
    
    9,548
    
    
    
    319
    
    
    Jul-97
    
    Jun-07
    
    235 yearsMobile  Spring Hill
    
    AL
    
    
    (1
    )
    
    
    380
    
    
    
    12,948
    
    
    
    60
    
    
    
    380
    
    
    
    13,008
    
    
    
    13,389
    
    
    
    468
    
    
    May-97
    
    Jun-07
    
    235 yearsMontgomery  Carmichael Rd.
    
    AL
    
    
    (1
    )
    
    
    739
    
    
    
    1,467
    
    
    
    34
    
    
    
    739
    
    
    
    1,501
    
    
    
    2,240
    
    
    
    62
    
    
    Feb-96
    
    Jun-07
    
    239 yearsMontgomery  Eastern Blvd.
    
    AL
    
    
    (1
    )
    
    
    1,053
    
    
    
    7,841
    
    
    
    39
    
    
    
    1,053
    
    
    
    7,879
    
    
    
    8,932
    
    
    
    295
    
    
    Aug-97
    
    Jun-07
    
    235 yearsFayetteville  Springdale
    
    AR
    
    
    (1
    )
    
    
    602
    
    
    
    7,075
    
    
    
    44
    
    
    
    602
    
    
    
    7,119
    
    
    
    7,722
    
    
    
    235
    
    
    Nov-01
    
    Jun-07
    
    239 yearsLittle Rock  West
    
    AR
    
    
    (1
    )
    
    
    618
    
    
    
    5,966
    
    
    
    29
    
    
    
    618
    
    
    
    5,995
    
    
    
    6,612
    
    
    
    197
    
    
    Nov-97
    
    Jun-07
    
    240 yearsLittle Rock  West
    
    AR
    
    
    (1
    )
    
    
    670
    
    
    
    6,814
    
    
    
    22
    
    
    
    670
    
    
    
    6,837
    
    
    
    7,507
    
    
    
    262
    
    
    Sep-96
    
    Jun-07
    
    234 yearsPhoenix  Airport
    
    AZ
    
    
    (1
    )
    
    
    1,967
    
    
    
    7,453
    
    
    
    21
    
    
    
    1,967
    
    
    
    7,474
    
    
    
    9,441
    
    
    
    242
    
    
    Jan-98
    
    Jun-07
    
    239 yearsPhoenix  Airport  E. Oak St.
    
    AZ
    
    
    (1
    )
    
    
    1,850
    
    
    
    10,778
    
    
    
    23
    
    
    
    1,850
    
    
    
    10,801
    
    
    
    12,651
    
    
    
    381
    
    
    Oct-04
    
    Jun-07
    
    243 yearsPhoenix  Biltmore
    
    AZ
    
    
    (1
    )
    
    
    1,282
    
    
    
    12,854
    
    
    
    34
    
    
    
    1,282
    
    
    
    12,888
    
    
    
    14,169
    
    
    
    375
    
    
    Jan-97
    
    Jun-07
    
    240 yearsPhoenix  Chandler
    
    AZ
    
    
    (1
    )
    
    
    1,209
    
    
    
    9,886
    
    
    
    83
    
    
    
    1,209
    
    
    
    9,969
    
    
    
    11,178
    
    
    
    316
    
    
    Sep-98
    
    Jun-07
    
    239 yearsPhoenix  Chandler  E. Chandler Blvd.
    
    AZ
    
    
    (1
    )
    
    
    1,939
    
    
    
    12,199
    
    
    
    50
    
    
    
    1,939
    
    
    
    12,249
    
    
    
    14,188
    
    
    
    444
    
    
    Oct-04
    
    Jun-07
    
    243 yearsPhoenix  Deer Valley
    
    AZ
    
    
    (1
    )
    
    
    1,020
    
    
    
    8,527
    
    
    
    81
    
    
    
    1,020
    
    
    
    8,608
    
    
    
    9,628
    
    
    
    280
    
    
    Jul-98
    
    Jun-07
    
    239 yearsPhoenix  Mesa
    
    AZ
    
    
    (1
    )
    
    
    977
    
    
    
    10,739
    
    
    
    28
    
    
    
    977
    
    
    
    10,768
    
    
    
    11,745
    
    
    
    349
    
    
    Dec-97
    
    Jun-07
    
    238 yearsPhoenix  Metro Center
    
    AZ
    
    
    (1
    )
    
    
    1,666
    
    
    
    10,219
    
    
    
    40
    
    
    
    1,666
    
    
    
    10,259
    
    
    
    11,926
    
    
    
    377
    
    
    Oct-04
    
    Jun-07
    
    243 yearsPhoenix  Midtown
    
    AZ
    
    
    (1
    )
    
    
    1,343
    
    
    
    14,537
    
    
    
    31
    
    
    
    1,343
    
    
    
    14,568
    
    
    
    15,911
    
    
    
    520
    
    
    Oct-04
    
    Jun-07
    
    243 yearsPhoenix  Peoria
    
    AZ
    
    
    (1
    )
    
    
    1,511
    
    
    
    13,347
    
    
    
    74
    
    
    
    1,511
    
    
    
    13,421
    
    
    
    14,932
    
    
    
    421
    
    
    Dec-98
    
    Jun-07
    
    239 yearsPhoenix  Scottsdale
    
    AZ
    
    
    (1
    )
    
    
    1,734
    
    
    
    12,993
    
    
    
    15
    
    
    
    1,734
    
    
    
    13,008
    
    
    
    14,742
    
    
    
    450
    
    
    Jun-97
    
    Jun-07
    
    235 yearsPhoenix  Scottsdale
    
    AZ
    
    
    (1
    )
    
    
    1,749
    
    
    
    9,952
    
    
    
    30
    
    
    
    1,749
    
    
    
    9,982
    
    
    
    11,730
    
    
    
    297
    
    
    Sep-97
    
    Jun-07
    
    240 yearsPhoenix  West
    
    AZ
    
    
    (1
    )
    
    
    1,471
    
    
    
    6,338
    
    
    
    35
    
    
    
    1,471
    
    
    
    6,373
    
    
    
    7,845
    
    
    
    242
    
    
    Sep-98
    
    Jun-07
    
    241 yearsTucson  Butterfield Drive
    
    AZ
    
    
    (1
    )
    
    
    473
    
    
    
    8,188
    
    
    
    29
    
    
    
    473
    
    
    
    8,217
    
    
    
    8,690
    
    
    
    268
    
    
    Apr-98
    
    Jun-07
    
    241 yearsTucson  Grant Road
    
    AZ
    
    
    (1
    )
    
    
    448
    
    
    
    14,583
    
    
    
    29
    
    
    
    448
    
    
    
    14,612
    
    
    
    15,060
    
    
    
    504
    
    
    Apr-97
    
    Jun-07
    
    235 yearsBakersfield  California Avenue
    
    CA
    
    
    (1
    )
    
    
    240
    
    
    
    9,916
    
    
    
    21
    
    
    
    240
    
    
    
    9,937
    
    
    
    10,177
    
    
    
    366
    
    
    Nov-96
    
    Jun-07
    
    234 yearsBakersfield  Chester Lane
    
    CA
    
    
    (1
    )
    
    
    412
    
    
    
    9,644
    
    
    
    22
    
    
    
    412
    
    
    
    9,665
    
    
    
    10,078
    
    
    
    273
    
    
    Oct-05
    
    Jun-07
    
    243 yearsDublin  Hacienda Dr.
    
    CA
    
    
    (1
    )
    
    
    3,344
    
    
    
    9,537
    
    
    
    47
    
    
    
    3,344
    
    
    
    9,584
    
    
    
    12,928
    
    
    
    310
    
    
    Feb-00
    
    Jun-07
    
    238 yearsFairfield  Napa Valley
    
    CA
    
    
    (1
    )
    
    
    887
    
    
    
    11,636
    
    
    
    7
    
    
    
    887
    
    
    
    11,643
    
    
    
    12,530
    
    
    
    347
    
    
    Aug-04
    
    Jun-07
    
    242 yearsFremont  Newark
    
    CA
    
    
    (1
    )
    
    
    2,857
    
    
    
    4,674
    
    
    
    36
    
    
    
    2,857
    
    
    
    4,709
    
    
    
    7,566
    
    
    
    159
    
    
    Aug-99
    
    Jun-07
    
    242 yearsFremont  Newark
    
    CA
    
    
    (1
    )
    
    
    4,353
    
    
    
    6,648
    
    
    
    32
    
    
    
    4,353
    
    
    
    6,680
    
    
    
    11,033
    
    
    
    234
    
    
    Dec-98
    
    Jun-07
    
    239 yearsFremont  Warm Springs
    
    CA
    
    
    (1
    )
    
    
    5,101
    
    
    
    3,683
    
    
    
    12
    
    
    
    5,101
    
    
    
    3,695
    
    
    
    8,796
    
    
    
    134
    
    
    Nov-01
    
    Jun-07
    
    239 yearsFresno  North
    
    CA
    
    
    (1
    )
    
    
    722
    
    
    
    19,391
    
    
    
    18
    
    
    
    722
    
    
    
    19,408
    
    
    
    20,130
    
    
    
    672
    
    
    Jul-97
    
    Jun-07
    
    235 yearsFresno  West
    
    CA
    
    
    (1
    )
    
    
    818
    
    
    
    8,277
    
    
    
    23
    
    
    
    818
    
    
    
    8,299
    
    
    
    9,118
    
    
    
    293
    
    
    Nov-98
    
    Jun-07
    
    236 yearsLivermore  Airway Blvd.
    
    CA
    
    
    (1
    )
    
    
    2,721
    
    
    
    6,931
    
    
    
    47
    
    
    
    2,721
    
    
    
    6,978
    
    
    
    9,699
    
    
    
    241
    
    
    Jan-98
    
    Jun-07
    
    239 yearsLos Angeles  Arcadia
    
    CA
    
    
    (1
    )
    
    
    6,684
    
    
    
    12,442
    
    
    
    79
    
    
    
    6,684
    
    
    
    12,521
    
    
    
    19,205
    
    
    
    406
    
    
    Apr-98
    
    Jun-07
    
    239 years
  F-82




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedLos Angeles  Burbank Airport
    
    CA
    
    
    (1
    )
    
    
    5,508
    
    
    
    26,173
    
    
    
    386
    
    
    
    5,508
    
    
    
    26,560
    
    
    
    32,068
    
    
    
    767
    
    
    Dec-01
    
    Jun-07
    
    242 yearsLos Angeles  Carson
    
    CA
    
    
    (1
    )
    
    
    7,297
    
    
    
    6,453
    
    
    
    42
    
    
    
    7,297
    
    
    
    6,495
    
    
    
    13,792
    
    
    
    212
    
    
    
    N/A
    
    
    Jun-07
    
    242 yearsLos Angeles  Chino Valley
    
    CA
    
    
    (1
    )
    
    
    1,236
    
    
    
    11,591
    
    
    
    7
    
    
    
    1,236
    
    
    
    11,598
    
    
    
    12,834
    
    
    
    351
    
    
    Jul-04
    
    Jun-07
    
    242 yearsLos Angeles  La Mirada
    
    CA
    
    
    (1
    )
    
    
    5,737
    
    
    
    9,560
    
    
    
    59
    
    
    
    5,737
    
    
    
    9,619
    
    
    
    15,356
    
    
    
    478
    
    
    Jun-98
    
    Jun-07
    
    239 yearsLos Angeles  LAX Airport
    
    CA
    
    
    (1
    )
    
    
    5,174
    
    
    
    25,184
    
    
    
    428
    
    
    
    5,174
    
    
    
    25,613
    
    
    
    30,786
    
    
    
    763
    
    
    May-99
    
    Jun-07
    
    240 yearsLos Angeles  Long Beach
    
    CA
    
    
    (1
    )
    
    
    3,952
    
    
    
    21,782
    
    
    
    22
    
    
    
    3,952
    
    
    
    21,803
    
    
    
    25,755
    
    
    
    688
    
    
    Nov-97
    
    Jun-07
    
    238 yearsLos Angeles  Northridge
    
    CA
    
    
    (1
    )
    
    
    7,297
    
    
    
    16,976
    
    
    
    10
    
    
    
    7,297
    
    
    
    16,985
    
    
    
    24,282
    
    
    
    501
    
    
    Jul-05
    
    Jun-07
    
    243 yearsLos Angeles  Ontario Airport
    
    CA
    
    
    (1
    )
    
    
    1,580
    
    
    
    18,379
    
    
    
    78
    
    
    
    1,580
    
    
    
    18,456
    
    
    
    20,036
    
    
    
    590
    
    
    May-97
    
    Jun-07
    
    238 yearsLos Angeles  San Dimas
    
    CA
    
    
    (1
    )
    
    
    7,241
    
    
    
    6,397
    
    
    
    16
    
    
    
    7,241
    
    
    
    6,413
    
    
    
    13,655
    
    
    
    221
    
    
    Feb-99
    
    Jun-07
    
    237 yearsLos Angeles  Simi Valley
    
    CA
    
    
    (1
    )
    
    
    973
    
    
    
    14,733
    
    
    
    6
    
    
    
    973
    
    
    
    14,739
    
    
    
    15,713
    
    
    
    432
    
    
    Dec-04
    
    Jun-07
    
    242 yearsLos Angeles  South
    
    CA
    
    
    (1
    )
    
    
    6,239
    
    
    
    9,179
    
    
    
    58
    
    
    
    6,239
    
    
    
    9,237
    
    
    
    15,476
    
    
    
    306
    
    
    Dec-98
    
    Jun-07
    
    239 yearsLos Angeles  Torrance
    
    CA
    
    
    (1
    )
    
    
    4,790
    
    
    
    16,336
    
    
    
    27
    
    
    
    4,790
    
    
    
    16,363
    
    
    
    21,154
    
    
    
    523
    
    
    Dec-97
    
    Jun-07
    
    238 yearsLos Angeles  Torrance Harbor Gateway
    
    CA
    
    
    (1
    )
    
    
    6,573
    
    
    
    13,324
    
    
    
    40
    
    
    
    6,573
    
    
    
    13,365
    
    
    
    19,938
    
    
    
    437
    
    
    Aug-99
    
    Jun-07
    
    237 yearsLos Angeles  Valencia
    
    CA
    
    
    (1
    )
    
    
    13,647
    
    
    
    3,979
    
    
    
    12
    
    
    
    13,647
    
    
    
    3,991
    
    
    
    17,638
    
    
    
    147
    
    
    Mar-00
    
    Jun-07
    
    238 yearsLos Angeles  Woodland Hills
    
    CA
    
    
    (1
    )
    
    
    7,687
    
    
    
    17,345
    
    
    
    431
    
    
    
    7,687
    
    
    
    17,776
    
    
    
    25,463
    
    
    
    519
    
    
    May-00
    
    Jun-07
    
    241 yearsOakland  Alameda
    
    CA
    
    
    (1
    )
    
    
    3,287
    
    
    
    18,528
    
    
    
    18
    
    
    
    3,287
    
    
    
    18,546
    
    
    
    21,833
    
    
    
    584
    
    
    Nov-00
    
    Jun-07
    
    238 yearsOakland  Alameda Airport
    
    CA
    
    
    (1
    )
    
    
    3,174
    
    
    
    10,711
    
    
    
    68
    
    
    
    3,174
    
    
    
    10,780
    
    
    
    13,954
    
    
    
    328
    
    
    Jul-99
    
    Jun-07
    
    242 yearsOakland  Emeryville
    
    CA
    
    
    (1
    )
    
    
    3,401
    
    
    
    19,216
    
    
    
    33
    
    
    
    3,401
    
    
    
    19,249
    
    
    
    22,649
    
    
    
    607
    
    
    Jun-02
    
    Jun-07
    
    239 yearsOrange County  Anaheim Convention Center
    
    CA
    
    
    (1
    )
    
    
    7,369
    
    
    
    5,260
    
    
    
    29
    
    
    
    7,369
    
    
    
    5,289
    
    
    
    12,658
    
    
    
    182
    
    
    Feb-01
    
    Jun-07
    
    239 yearsOrange County  Anaheim Hills
    
    CA
    
    
    (1
    )
    
    
    8,427
    
    
    
    3,514
    
    
    
    18
    
    
    
    8,427
    
    
    
    3,532
    
    
    
    11,959
    
    
    
    123
    
    
    Mar-02
    
    Jun-07
    
    240 yearsOrange County  Huntington Beach
    
    CA
    
    
    (1
    )
    
    
    3,260
    
    
    
    13,364
    
    
    
    32
    
    
    
    3,260
    
    
    
    13,397
    
    
    
    16,657
    
    
    
    407
    
    
    Dec-98
    
    Jun-07
    
    241 yearsOrange County  John Wayne Airport
    
    CA
    
    
    (1
    )
    
    
    3,909
    
    
    
    28,445
    
    
    
    31
    
    
    
    3,909
    
    
    
    28,476
    
    
    
    32,385
    
    
    
    876
    
    
    Mar-01
    
    Jun-07
    
    239 yearsOrange County  Katella Ave.
    
    CA
    
    
    (1
    )
    
    
    2,862
    
    
    
    14,274
    
    
    
    11
    
    
    
    2,862
    
    
    
    14,285
    
    
    
    17,147
    
    
    
    437
    
    
    Sep-01
    
    Jun-07
    
    239 yearsOrange County  Lake Forest
    
    CA
    
    
    (1
    )
    
    
    4,249
    
    
    
    11,293
    
    
    
    68
    
    
    
    4,249
    
    
    
    11,362
    
    
    
    15,610
    
    
    
    407
    
    
    Sep-99
    
    Jun-07
    
    235 yearsOrange County  Yorba Linda
    
    CA
    
    
    (1
    )
    
    
    3,024
    
    
    
    7,624
    
    
    
    14
    
    
    
    3,024
    
    
    
    7,638
    
    
    
    10,662
    
    
    
    235
    
    
    May-03
    
    Jun-07
    
    241 yearsPalm Springs  Airport
    
    CA
    
    
    (1
    )
    
    
    3,416
    
    
    
    10,058
    
    
    
    29
    
    
    
    3,416
    
    
    
    10,087
    
    
    
    13,503
    
    
    
    307
    
    
    Jan-03
    
    Jun-07
    
    241 yearsPleasant Hill  Buskirk Ave.
    
    CA
    
    
    (1
    )
    
    
    4,050
    
    
    
    14,308
    
    
    
    19
    
    
    
    4,050
    
    
    
    14,327
    
    
    
    18,377
    
    
    
    458
    
    
    Aug-97
    
    Jun-07
    
    238 yearsPleasanton  Chabot Dr.
    
    CA
    
    
    (1
    )
    
    
    2,471
    
    
    
    8,899
    
    
    
    56
    
    
    
    2,471
    
    
    
    8,956
    
    
    
    11,427
    
    
    
    271
    
    
    Mar-98
    
    Jun-07
    
    241 yearsRichmond  Hilltop Mall
    
    CA
    
    
    (1
    )
    
    
    3,078
    
    
    
    9,918
    
    
    
    21
    
    
    
    3,078
    
    
    
    9,939
    
    
    
    13,017
    
    
    
    322
    
    
    Aug-00
    
    Jun-07
    
    238 yearsSacramento  Arden Way
    
    CA
    
    
    (1
    )
    
    
    1,473
    
    
    
    9,945
    
    
    
    53
    
    
    
    1,473
    
    
    
    9,999
    
    
    
    11,472
    
    
    
    357
    
    
    Aug-97
    
    Jun-07
    
    235 yearsSacramento  Elk Grove
    
    CA
    
    
    (1
    )
    
    
    1,192
    
    
    
    10,643
    
    
    
    48
    
    
    
    1,192
    
    
    
    10,691
    
    
    
    11,884
    
    
    
    320
    
    
    May-03
    
    Jun-07
    
    241 yearsSacramento  Northgate
    
    CA
    
    
    (1
    )
    
    
    1,543
    
    
    
    6,004
    
    
    
    35
    
    
    
    1,543
    
    
    
    6,040
    
    
    
    7,583
    
    
    
    225
    
    
    Mar-97
    
    Jun-07
    
    235 yearsSacramento  Point East Dr.
    
    CA
    
    
    (1
    )
    
    
    1,473
    
    
    
    6,944
    
    
    
    35
    
    
    
    1,473
    
    
    
    6,979
    
    
    
    8,452
    
    
    
    234
    
    
    Nov-98
    
    Jun-07
    
    239 yearsSacramento  Roseville
    
    CA
    
    
    (1
    )
    
    
    4,658
    
    
    
    12,347
    
    
    
    18
    
    
    
    4,658
    
    
    
    12,365
    
    
    
    17,022
    
    
    
    397
    
    
    Aug-98
    
    Jun-07
    
    239 yearsSacramento  Vacaville
    
    CA
    
    
    (1
    )
    
    
    609
    
    
    
    8,195
    
    
    
    35
    
    
    
    609
    
    
    
    8,230
    
    
    
    8,839
    
    
    
    253
    
    
    Feb-02
    
    Jun-07
    
    240 yearsSacramento  West Sacramento
    
    CA
    
    
    (1
    )
    
    
    839
    
    
    
    9,450
    
    
    
    12
    
    
    
    839
    
    
    
    9,462
    
    
    
    10,301
    
    
    
    292
    
    
    Jul-04
    
    Jun-07
    
    242 yearsSacramento  White Rock Rd.
    
    CA
    
    
    (1
    )
    
    
    2,104
    
    
    
    7,780
    
    
    
    48
    
    
    
    2,104
    
    
    
    7,828
    
    
    
    9,932
    
    
    
    284
    
    
    Jun-97
    
    Jun-07
    
    235 yearsSan Diego  Carlsbad Village by the Sea
    
    CA
    
    
    (1
    )
    
    
    3,570
    
    
    
    14,356
    
    
    
    66
    
    
    
    3,570
    
    
    
    14,422
    
    
    
    17,992
    
    
    
    437
    
    
    Sep-02
    
    Jun-07
    
    240 yearsSan Diego  Hotel Circle
    
    CA
    
    
    (1
    )
    
    
    5,799
    
    
    
    26,829
    
    
    
    35
    
    
    
    5,799
    
    
    
    26,864
    
    
    
    32,662
    
    
    
    835
    
    
    Nov-99
    
    Jun-07
    
    240 yearsSan Diego  Mission Valley  Stadium
    
    CA
    
    
    (1
    )
    
    
    7,137
    
    
    
    10,249
    
    
    
    45
    
    
    
    7,137
    
    
    
    10,294
    
    
    
    17,430
    
    
    
    319
    
    
    Jun-02
    
    Jun-07
    
    240 yearsSan Diego  Oceanside
    
    CA
    
    
    (1
    )
    
    
    1,747
    
    
    
    15,237
    
    
    
    51
    
    
    
    1,747
    
    
    
    15,287
    
    
    
    17,035
    
    
    
    477
    
    
    Jan-99
    
    Jun-07
    
    240 yearsSan Francisco  Belmont
    
    CA
    
    
    (1
    )
    
    
    3,470
    
    
    
    11,222
    
    
    
    42
    
    
    
    3,470
    
    
    
    11,264
    
    
    
    14,734
    
    
    
    339
    
    
    Apr-03
    
    Jun-07
    
    241 yearsSan Jose  Downtown
    
    CA
    
    
    (1
    )
    
    
    7,233
    
    
    
    18,779
    
    
    
    18
    
    
    
    7,233
    
    
    
    18,798
    
    
    
    26,030
    
    
    
    531
    
    
    Jan-00
    
    Jun-07
    
    243 yearsSan Jose  Milpitas
    
    CA
    
    
    (1
    )
    
    
    6,819
    
    
    
    9,526
    
    
    
    28
    
    
    
    6,819
    
    
    
    9,553
    
    
    
    16,373
    
    
    
    332
    
    
    Jan-98
    
    Jun-07
    
    239 yearsSan Jose  Morgan Hill
    
    CA
    
    
    (1
    )
    
    
    4,340
    
    
    
    3,877
    
    
    
    21
    
    
    
    4,340
    
    
    
    3,898
    
    
    
    8,237
    
    
    
    141
    
    
    Dec-98
    
    Jun-07
    
    239 yearsSan Jose  Santa Clara
    
    CA
    
    
    (1
    )
    
    
    4,960
    
    
    
    8,060
    
    
    
    14
    
    
    
    4,960
    
    
    
    8,075
    
    
    
    13,034
    
    
    
    254
    
    
    Mar-01
    
    Jun-07
    
    239 years
  F-83




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedSan Jose  South  Edenvale
    
    CA
    
    
    (1
    )
    
    
    5,373
    
    
    
    6,764
    
    
    
    42
    
    
    
    5,373
    
    
    
    6,807
    
    
    
    12,180
    
    
    
    227
    
    
    Nov-00
    
    Jun-07
    
    238 yearsSan Jose  South  Edenvale
    
    CA
    
    
    (1
    )
    
    
    5,373
    
    
    
    8,651
    
    
    
    18
    
    
    
    5,373
    
    
    
    8,669
    
    
    
    14,042
    
    
    
    266
    
    
    Dec-00
    
    Jun-07
    
    243 yearsSan Rafael  Francisco Blvd East
    
    CA
    
    
    (1
    )
    
    
    2,189
    
    
    
    20,759
    
    
    
    234
    
    
    
    2,189
    
    
    
    20,993
    
    
    
    23,182
    
    
    
    646
    
    
    Apr-07
    
    Jun-07
    
    243 yearsSan Ramon  Bishop Ranch
    
    CA
    
    
    (1
    )
    
    
    5,184
    
    
    
    8,594
    
    
    
    22
    
    
    
    5,184
    
    
    
    8,615
    
    
    
    13,800
    
    
    
    285
    
    
    Nov-00
    
    Jun-07
    
    238 yearsSanta Barbara  Calle Real
    
    CA
    
    
    (1
    )
    
    
    1,268
    
    
    
    24,564
    
    
    
    18
    
    
    
    1,268
    
    
    
    24,582
    
    
    
    25,850
    
    
    
    801
    
    
    Jan-98
    
    Jun-07
    
    236 yearsSanta Rosa  North
    
    CA
    
    
    (1
    )
    
    
    1,887
    
    
    
    12,303
    
    
    
    14
    
    
    
    1,887
    
    
    
    12,317
    
    
    
    14,204
    
    
    
    395
    
    
    Jun-00
    
    Jun-07
    
    238 yearsSanta Rosa  South
    
    CA
    
    
    (1
    )
    
    
    1,398
    
    
    
    9,718
    
    
    
    22
    
    
    
    1,398
    
    
    
    9,740
    
    
    
    11,138
    
    
    
    342
    
    
    Jun-97
    
    Jun-07
    
    235 yearsStockton  March Lane
    
    CA
    
    
    (1
    )
    
    
    618
    
    
    
    10,566
    
    
    
    23
    
    
    
    618
    
    
    
    10,589
    
    
    
    11,207
    
    
    
    332
    
    
    Sep-01
    
    Jun-07
    
    239 yearsStockton  Tracy
    
    CA
    
    
    (1
    )
    
    
    683
    
    
    
    9,023
    
    
    
    20
    
    
    
    683
    
    
    
    9,043
    
    
    
    9,726
    
    
    
    273
    
    
    Jun-03
    
    Jun-07
    
    241 yearsTemecula  Wine Country
    
    CA
    
    
    (1
    )
    
    
    1,473
    
    
    
    14,761
    
    
    
    41
    
    
    
    1,473
    
    
    
    14,802
    
    
    
    16,275
    
    
    
    446
    
    
    Apr-02
    
    Jun-07
    
    240 yearsUnion City  Dyer St.
    
    CA
    
    
    (1
    )
    
    
    2,834
    
    
    
    11,567
    
    
    
    98
    
    
    
    2,834
    
    
    
    11,665
    
    
    
    14,499
    
    
    
    361
    
    
    Dec-99
    
    Jun-07
    
    240 yearsColorado Springs  Airport
    
    CO
    
    
    (1
    )
    
    
    950
    
    
    
    5,465
    
    
    
    32
    
    
    
    950
    
    
    
    5,497
    
    
    
    6,447
    
    
    
    199
    
    
    Nov-98
    
    Jun-07
    
    236 yearsColorado Springs  West
    
    CO
    
    
    (1
    )
    
    
    1,365
    
    
    
    5,041
    
    
    
    (92
    )
    
    
    1,365
    
    
    
    4,949
    
    
    
    6,314
    
    
    
    185
    
    
    Sep-98
    
    Jun-07
    
    239 yearsDenver  Airport  Aurora
    
    CO
    
    
    (1
    )
    
    
    1,111
    
    
    
    3,798
    
    
    
    41
    
    
    
    1,111
    
    
    
    3,838
    
    
    
    4,949
    
    
    
    139
    
    
    Dec-98
    
    Jun-07
    
    239 yearsDenver  Aurora
    
    CO
    
    
    (1
    )
    
    
    1,357
    
    
    
    8,293
    
    
    
    33
    
    
    
    1,357
    
    
    
    8,326
    
    
    
    9,683
    
    
    
    282
    
    
    Oct-04
    
    Jun-07
    
    243 yearsDenver  Cherry Creek
    
    CO
    
    
    (1
    )
    
    
    1,388
    
    
    
    4,522
    
    
    
    29
    
    
    
    1,388
    
    
    
    4,552
    
    
    
    5,940
    
    
    
    149
    
    
    Jul-98
    
    Jun-07
    
    241 yearsDenver  Lakewood South
    
    CO
    
    
    (1
    )
    
    
    1,010
    
    
    
    5,038
    
    
    
    13
    
    
    
    1,010
    
    
    
    5,051
    
    
    
    6,061
    
    
    
    202
    
    
    Nov-96
    
    Jun-07
    
    234 yearsDenver  Lakewood West
    
    CO
    
    
    (1
    )
    
    
    797
    
    
    
    7,653
    
    
    
    83
    
    
    
    797
    
    
    
    7,735
    
    
    
    8,532
    
    
    
    277
    
    
    Jan-97
    
    Jun-07
    
    235 yearsDenver  Park Meadows
    
    CO
    
    
    (1
    )
    
    
    673
    
    
    
    6,976
    
    
    
    20
    
    
    
    673
    
    
    
    6,995
    
    
    
    7,669
    
    
    
    226
    
    
    Jun-02
    
    Jun-07
    
    240 yearsDenver  Tech Center  North
    
    CO
    
    
    (1
    )
    
    
    2,170
    
    
    
    2,491
    
    
    
    46
    
    
    
    2,170
    
    
    
    2,537
    
    
    
    4,707
    
    
    
    123
    
    
    Oct-04
    
    Jun-07
    
    243 yearsDenver  Tech Center South
    
    CO
    
    
    (1
    )
    
    
    1,415
    
    
    
    3,490
    
    
    
    10
    
    
    
    1,415
    
    
    
    3,500
    
    
    
    4,915
    
    
    
    133
    
    
    Aug-98
    
    Jun-07
    
    241 yearsDenver  Thornton
    
    CO
    
    
    (1
    )
    
    
    873
    
    
    
    4,440
    
    
    
    30
    
    
    
    873
    
    
    
    4,471
    
    
    
    5,343
    
    
    
    162
    
    
    Mar-99
    
    Jun-07
    
    237 yearsDenver  Westminster
    
    CO
    
    
    (1
    )
    
    
    989
    
    
    
    9,406
    
    
    
    33
    
    
    
    989
    
    
    
    9,439
    
    
    
    10,428
    
    
    
    303
    
    
    Jan-00
    
    Jun-07
    
    238 yearsHartford  Farmington
    
    CT
    
    
    (1
    )
    
    
    1,577
    
    
    
    13,308
    
    
    
    13
    
    
    
    1,577
    
    
    
    13,320
    
    
    
    14,897
    
    
    
    416
    
    
    Dec-98
    
    Jun-07
    
    241 yearsHartford  Manchester
    
    CT
    
    
    (1
    )
    
    
    1,536
    
    
    
    11,915
    
    
    
    17
    
    
    
    1,536
    
    
    
    11,933
    
    
    
    13,468
    
    
    
    373
    
    
    Dec-01
    
    Jun-07
    
    239 yearsHartford  Meriden
    
    CT
    
    
    (1
    )
    
    
    3,668
    
    
    
    4,780
    
    
    
    17
    
    
    
    3,668
    
    
    
    4,798
    
    
    
    8,466
    
    
    
    158
    
    
    Oct-02
    
    Jun-07
    
    240 yearsDaytona Beach  International Speedway
    
    FL
    
    
    (1
    )
    
    
    874
    
    
    
    8,571
    
    
    
    15
    
    
    
    874
    
    
    
    8,586
    
    
    
    9,460
    
    
    
    266
    
    
    Aug-98
    
    Jun-07
    
    241 yearsDestin  US 98Emerald Coast Pkwy.
    
    FL
    
    
    (1
    )
    
    
    4,475
    
    
    
    8,186
    
    
    
    46
    
    
    
    4,475
    
    
    
    8,232
    
    
    
    12,708
    
    
    
    277
    
    
    Aug-06
    
    Jun-07
    
    243 yearsFort Lauderdale  Commercial Blvd.
    
    FL
    
    
    (1
    )
    
    
    3,971
    
    
    
    11,499
    
    
    
    51
    
    
    
    3,971
    
    
    
    11,550
    
    
    
    15,521
    
    
    
    357
    
    
    Mar-99
    
    Jun-07
    
    240 yearsFort Lauderdale  Convention Center  Marina
    
    FL
    
    
    (1
    )
    
    
    3,357
    
    
    
    14,990
    
    
    
    30
    
    
    
    3,357
    
    
    
    15,020
    
    
    
    18,377
    
    
    
    463
    
    
    Jul-99
    
    Jun-07
    
    240 yearsFort Lauderdale  Cypress Creek  Andrews Ave.
    
    FL
    
    
    (1
    )
    
    
    4,278
    
    
    
    8,018
    
    
    
    41
    
    
    
    4,278
    
    
    
    8,060
    
    
    
    12,338
    
    
    
    260
    
    
    Mar-98
    
    Jun-07
    
    239 yearsFort Lauderdale  Cypress Creek  NW 6th Way
    
    FL
    
    
    (1
    )
    
    
    3,773
    
    
    
    8,784
    
    
    
    12
    
    
    
    3,773
    
    
    
    8,796
    
    
    
    12,568
    
    
    
    351
    
    
    Apr-99
    
    Jun-07
    
    242 yearsFort Lauderdale  Cypress Creek  Park North
    
    FL
    
    
    (1
    )
    
    
    5,505
    
    
    
    17,136
    
    
    
    47
    
    
    
    5,505
    
    
    
    17,182
    
    
    
    22,688
    
    
    
    701
    
    
    Oct-04
    
    Jun-07
    
    243 yearsFort Lauderdale  Deerfield Beach
    
    FL
    
    
    (1
    )
    
    
    4,278
    
    
    
    10,365
    
    
    
    15
    
    
    
    4,278
    
    
    
    10,381
    
    
    
    14,659
    
    
    
    340
    
    
    Dec-97
    
    Jun-07
    
    238 yearsFort Lauderdale  Plantation
    
    FL
    
    
    (1
    )
    
    
    8,700
    
    
    
    11,199
    
    
    
    24
    
    
    
    8,700
    
    
    
    11,223
    
    
    
    19,923
    
    
    
    367
    
    
    Mar-00
    
    Jun-07
    
    238 yearsGainesville  I-75
    
    FL
    
    
    (1
    )
    
    
    518
    
    
    
    15,218
    
    
    
    35
    
    
    
    518
    
    
    
    15,252
    
    
    
    15,771
    
    
    
    529
    
    
    Jul-97
    
    Jun-07
    
    235 yearsJacksonville  Butler Blvd.
    
    FL
    
    
    (1
    )
    
    
    3,012
    
    
    
    5,993
    
    
    
    23
    
    
    
    3,012
    
    
    
    6,016
    
    
    
    9,028
    
    
    
    205
    
    
    May-97
    
    Jun-07
    
    238 yearsJacksonville  Butler Blvd.
    
    FL
    
    
    (1
    )
    
    
    2,485
    
    
    
    5,986
    
    
    
    290
    
    
    
    2,485
    
    
    
    6,276
    
    
    
    8,761
    
    
    
    281
    
    
    Jul-98
    
    Jun-07
    
    241 yearsJacksonville  Deerwood Park
    
    FL
    
    
    (1
    )
    
    
    2,892
    
    
    
    8,985
    
    
    
    30
    
    
    
    2,892
    
    
    
    9,015
    
    
    
    11,907
    
    
    
    453
    
    
    Oct-04
    
    Jun-07
    
    243 yearsJacksonville  Riverwalk
    
    FL
    
    
    (1
    )
    
    
    1,720
    
    
    
    10,500
    
    
    
    33
    
    
    
    1,720
    
    
    
    10,533
    
    
    
    12,253
    
    
    
    341
    
    
    Feb-00
    
    Jun-07
    
    238 yearsMelbourne  Airport
    
    FL
    
    
    (1
    )
    
    
    2,059
    
    
    
    13,890
    
    
    
    16
    
    
    
    2,059
    
    
    
    13,906
    
    
    
    15,965
    
    
    
    666
    
    
    Oct-98
    
    Jun-07
    
    241 yearsMiami  Airport  Doral
    
    FL
    
    
    (1
    )
    
    
    4,214
    
    
    
    15,324
    
    
    
    39
    
    
    
    4,214
    
    
    
    15,362
    
    
    
    19,576
    
    
    
    556
    
    
    Mar-02
    
    Jun-07
    
    243 yearsMiami  Airport at Doral
    
    FL
    
    
    (1
    )
    
    
    3,575
    
    
    
    16,384
    
    
    
    400
    
    
    
    3,575
    
    
    
    16,784
    
    
    
    20,359
    
    
    
    482
    
    
    Feb-01
    
    Jun-07
    
    242 yearsMiami  Brickell  Port of Miami
    
    FL
    
    
    (1
    )
    
    
    2,556
    
    
    
    17,632
    
    
    
    487
    
    
    
    2,556
    
    
    
    18,118
    
    
    
    20,674
    
    
    
    525
    
    
    Jun-01
    
    Jun-07
    
    242 yearsMiami  Coral Gables
    
    FL
    
    
    (1
    )
    
    
    1,986
    
    
    
    15,336
    
    
    
    468
    
    
    
    1,986
    
    
    
    15,803
    
    
    
    17,790
    
    
    
    458
    
    
    Oct-01
    
    Jun-07
    
    242 years
  F-84




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedOrlando  Convention Center  Pointe Orlando
    
    FL
    
    
    (1
    )
    
    
    2,319
    
    
    
    12,308
    
    
    
    51
    
    
    
    2,319
    
    
    
    12,359
    
    
    
    14,678
    
    
    
    377
    
    
    Jul-98
    
    Jun-07
    
    241 yearsOrlando  Convention Center  Westwood Blvd.
    
    FL
    
    
    (1
    )
    
    
    2,435
    
    
    
    4,697
    
    
    
    14
    
    
    
    2,435
    
    
    
    4,710
    
    
    
    7,146
    
    
    
    165
    
    
    Nov-97
    
    Jun-07
    
    238 yearsOrlando  Convention Center  Westwood Blvd.
    
    FL
    
    
    (1
    )
    
    
    2,034
    
    
    
    6,584
    
    
    
    10
    
    
    
    2,034
    
    
    
    6,593
    
    
    
    8,627
    
    
    
    289
    
    
    Oct-99
    
    Jun-07
    
    242 yearsOrlando  John Young Parkway
    
    FL
    
    
    (1
    )
    
    
    3,069
    
    
    
    7,888
    
    
    
    33
    
    
    
    3,069
    
    
    
    7,921
    
    
    
    10,989
    
    
    
    364
    
    
    Oct-04
    
    Jun-07
    
    243 yearsOrlando  Lake Buena Vista
    
    FL
    
    
    (1
    )
    
    
    3,113
    
    
    
    8,772
    
    
    
    44
    
    
    
    3,113
    
    
    
    8,816
    
    
    
    11,929
    
    
    
    265
    
    
    Jul-98
    
    Jun-07
    
    241 yearsOrlando  Lake Mary
    
    FL
    
    
    (1
    )
    
    
    1,245
    
    
    
    4,760
    
    
    
    22
    
    
    
    1,245
    
    
    
    4,782
    
    
    
    6,027
    
    
    
    166
    
    
    Sep-00
    
    Jun-07
    
    238 yearsOrlando  Maitland  Pembrook Dr.
    
    FL
    
    
    (1
    )
    
    
    1,846
    
    
    
    6,558
    
    
    
    73
    
    
    
    1,846
    
    
    
    6,631
    
    
    
    8,477
    
    
    
    223
    
    
    Jun-99
    
    Jun-07
    
    237 yearsOrlando  Maitland  Pembrook Dr.
    
    FL
    
    
    (1
    )
    
    
    1,846
    
    
    
    7,249
    
    
    
    31
    
    
    
    1,846
    
    
    
    7,281
    
    
    
    9,127
    
    
    
    276
    
    
    Jan-00
    
    Jun-07
    
    243 yearsOrlando  Maitland  Summit
    
    FL
    
    
    (1
    )
    
    
    3,300
    
    
    
    7,247
    
    
    
    19
    
    
    
    3,300
    
    
    
    7,265
    
    
    
    10,566
    
    
    
    305
    
    
    Oct-04
    
    Jun-07
    
    243 yearsOrlando  Universal Studios
    
    FL
    
    
    (1
    )
    
    
    2,007
    
    
    
    6,751
    
    
    
    23
    
    
    
    2,007
    
    
    
    6,774
    
    
    
    8,781
    
    
    
    320
    
    
    Jun-98
    
    Jun-07
    
    241 yearsOrlando  Universal Studios
    
    FL
    
    
    (1
    )
    
    
    2,685
    
    
    
    9,510
    
    
    
    35
    
    
    
    2,685
    
    
    
    9,545
    
    
    
    12,230
    
    
    
    304
    
    
    Feb-99
    
    Jun-07
    
    240 yearsOrlando  University of Central Florida
    
    FL
    
    
    (1
    )
    
    
    2,899
    
    
    
    9,496
    
    
    
    53
    
    
    
    2,899
    
    
    
    9,549
    
    
    
    12,448
    
    
    
    322
    
    
    Jan-99
    
    Jun-07
    
    237 yearsPensacola  University Mall
    
    FL
    
    
    (1
    )
    
    
    533
    
    
    
    9,888
    
    
    
    28
    
    
    
    533
    
    
    
    9,916
    
    
    
    10,450
    
    
    
    323
    
    
    Sep-97
    
    Jun-07
    
    238 yearsSt. Petersburg  Clearwater
    
    FL
    
    
    (1
    )
    
    
    3,912
    
    
    
    5,514
    
    
    
    31
    
    
    
    3,912
    
    
    
    5,546
    
    
    
    9,457
    
    
    
    191
    
    
    Mar-98
    
    Jun-07
    
    239 yearsTallahassee  Killearn
    
    FL
    
    
    (1
    )
    
    
    689
    
    
    
    4,406
    
    
    
    36
    
    
    
    689
    
    
    
    4,443
    
    
    
    5,132
    
    
    
    141
    
    
    Jan-98
    
    Jun-07
    
    241 yearsTampa  Airport
    
    FL
    
    
    (1
    )
    
    
    2,084
    
    
    
    7,462
    
    
    
    19
    
    
    
    2,084
    
    
    
    7,481
    
    
    
    9,565
    
    
    
    236
    
    
    Mar-99
    
    Jun-07
    
    242 yearsTampa  Airport  N. West Shore Blvd.
    
    FL
    
    
    (1
    )
    
    
    2,191
    
    
    
    17,648
    
    
    
    17
    
    
    
    2,191
    
    
    
    17,665
    
    
    
    19,855
    
    
    
    576
    
    
    Oct-04
    
    Jun-07
    
    243 yearsTampa  Airport  West Shore
    
    FL
    
    
    (1
    )
    
    
    2,183
    
    
    
    9,964
    
    
    
    26
    
    
    
    2,183
    
    
    
    9,990
    
    
    
    12,173
    
    
    
    306
    
    
    Jan-03
    
    Jun-07
    
    241 yearsTampa  Temple Terrace
    
    FL
    
    
    (1
    )
    
    
    1,977
    
    
    
    9,593
    
    
    
    30
    
    
    
    1,977
    
    
    
    9,623
    
    
    
    11,600
    
    
    
    313
    
    
    Aug-97
    
    Jun-07
    
    238 yearsWest Palm Beach  Northpoint Corporate Park
    
    FL
    
    
    (1
    )
    
    
    3,693
    
    
    
    10,790
    
    
    
    28
    
    
    
    3,693
    
    
    
    10,818
    
    
    
    14,511
    
    
    
    330
    
    
    Nov-98
    
    Jun-07
    
    241 yearsAtlanta  Alpharetta  Northpoint
    
    GA
    
    
    (1
    )
    
    
    728
    
    
    
    5,182
    
    
    
    10
    
    
    
    728
    
    
    
    5,193
    
    
    
    5,920
    
    
    
    171
    
    
    Jul-97
    
    Jun-07
    
    240 yearsAtlanta  Alpharetta  Northpoint
    
    GA
    
    
    (1
    )
    
    
    1,196
    
    
    
    5,180
    
    
    
    23
    
    
    
    1,196
    
    
    
    5,203
    
    
    
    6,400
    
    
    
    186
    
    
    Oct-04
    
    Jun-07
    
    243 yearsAtlanta  Alpharetta  Rock Mill Rd.
    
    GA
    
    
    (1
    )
    
    
    1,571
    
    
    
    4,912
    
    
    
    19
    
    
    
    1,571
    
    
    
    4,930
    
    
    
    6,501
    
    
    
    174
    
    
    Jun-99
    
    Jun-07
    
    237 yearsAtlanta  Clairmont
    
    GA
    
    
    (1
    )
    
    
    2,344
    
    
    
    7,295
    
    
    
    21
    
    
    
    2,344
    
    
    
    7,316
    
    
    
    9,660
    
    
    
    241
    
    
    Apr-98
    
    Jun-07
    
    239 yearsAtlanta  Gwinnett Place
    
    GA
    
    
    (1
    )
    
    
    1,409
    
    
    
    3,064
    
    
    
    786
    
    
    
    1,409
    
    
    
    3,851
    
    
    
    5,259
    
    
    
    144
    
    
    Sep-97
    
    Jun-07
    
    235 yearsAtlanta  Gwinnett Place
    
    GA
    
    
    (1
    )
    
    
    1,426
    
    
    
    6,561
    
    
    
    104
    
    
    
    1,426
    
    
    
    6,665
    
    
    
    8,091
    
    
    
    243
    
    
    Jan-90
    
    Jun-07
    
    228 yearsAtlanta  Jimmy Carter Blvd.
    
    GA
    
    
    (1
    )
    
    
    2,658
    
    
    
    4,579
    
    
    
    24
    
    
    
    2,658
    
    
    
    4,602
    
    
    
    7,260
    
    
    
    212
    
    
    Jan-96
    
    Jun-07
    
    234 yearsAtlanta  Kennesaw
    
    GA
    
    
    (1
    )
    
    
    2,098
    
    
    
    1,955
    
    
    
    26
    
    
    
    2,098
    
    
    
    1,981
    
    
    
    4,079
    
    
    
    77
    
    
    Dec-97
    
    Jun-07
    
    240 yearsAtlanta  Kennesaw
    
    GA
    
    
    (1
    )
    
    
    2,258
    
    
    
    3,699
    
    
    
    24
    
    
    
    2,258
    
    
    
    3,723
    
    
    
    5,981
    
    
    
    140
    
    
    Dec-98
    
    Jun-07
    
    239 yearsAtlanta  Lawrenceville
    
    GA
    
    
    (1
    )
    
    
    1,705
    
    
    
    4,215
    
    
    
    110
    
    
    
    1,705
    
    
    
    4,324
    
    
    
    6,030
    
    
    
    169
    
    
    Jun-96
    
    Jun-07
    
    234 yearsAtlanta  Lenox
    
    GA
    
    
    (1
    )
    
    
    1,438
    
    
    
    9,922
    
    
    
    40
    
    
    
    1,438
    
    
    
    9,962
    
    
    
    11,400
    
    
    
    309
    
    
    Sep-97
    
    Jun-07
    
    240 yearsAtlanta  Marietta  Canton Road
    
    GA
    
    
    (1
    )
    
    
    1,788
    
    
    
    2,282
    
    
    
    68
    
    
    
    1,788
    
    
    
    2,349
    
    
    
    4,137
    
    
    
    126
    
    
    Aug-95
    
    Jun-07
    
    233 yearsAtlanta  Marietta  Powers Ferry Rd.
    
    GA
    
    
    (1
    )
    
    
    1,402
    
    
    
    6,707
    
    
    
    40
    
    
    
    1,402
    
    
    
    6,747
    
    
    
    8,149
    
    
    
    235
    
    
    Jul-96
    
    Jun-07
    
    239 yearsAtlanta  Marietta  Windy Hill
    
    GA
    
    
    (1
    )
    
    
    3,302
    
    
    
    3,557
    
    
    
    53
    
    
    
    3,302
    
    
    
    3,610
    
    
    
    6,912
    
    
    
    152
    
    
    Jan-98
    
    Jun-07
    
    239 yearsAtlanta  Marietta  Windy Hill  Int. N. Pkwy.
    
    GA
    
    
    (1
    )
    
    
    3,128
    
    
    
    5,906
    
    
    
    16
    
    
    
    3,128
    
    
    
    5,922
    
    
    
    9,050
    
    
    
    267
    
    
    Oct-04
    
    Jun-07
    
    243 yearsAtlanta  Morrow
    
    GA
    
    
    (1
    )
    
    
    754
    
    
    
    9,761
    
    
    
    14
    
    
    
    754
    
    
    
    9,776
    
    
    
    10,529
    
    
    
    331
    
    
    Jun-98
    
    Jun-07
    
    239 yearsAtlanta  Norcross
    
    GA
    
    
    (1
    )
    
    
    1,562
    
    
    
    2,628
    
    
    
    32
    
    
    
    1,562
    
    
    
    2,660
    
    
    
    4,222
    
    
    
    132
    
    
    Feb-96
    
    Jun-07
    
    234 yearsAtlanta  Peachtree Corners
    
    GA
    
    
    (1
    )
    
    
    1,715
    
    
    
    4,415
    
    
    
    26
    
    
    
    1,715
    
    
    
    4,442
    
    
    
    6,157
    
    
    
    149
    
    
    Mar-97
    
    Jun-07
    
    240 yearsAtlanta  Perimeter
    
    GA
    
    
    (1
    )
    
    
    1,512
    
    
    
    4,303
    
    
    
    33
    
    
    
    1,512
    
    
    
    4,336
    
    
    
    5,848
    
    
    
    148
    
    
    Apr-00
    
    Jun-07
    
    238 yearsAtlanta  Perimeter
    
    GA
    
    
    (1
    )
    
    
    1,063
    
    
    
    7,899
    
    
    
    62
    
    
    
    1,063
    
    
    
    7,961
    
    
    
    9,024
    
    
    
    274
    
    
    Jan-97
    
    Jun-07
    
    240 yearsAtlanta  Riverdale
    
    GA
    
    
    (1
    )
    
    
    578
    
    
    
    4,119
    
    
    
    109
    
    
    
    578
    
    
    
    4,228
    
    
    
    4,806
    
    
    
    174
    
    
    Feb-96
    
    Jun-07
    
    234 yearsAtlanta  Vinings
    
    GA
    
    
    (1
    )
    
    
    2,339
    
    
    
    7,414
    
    
    
    27
    
    
    
    2,339
    
    
    
    7,441
    
    
    
    9,780
    
    
    
    370
    
    
    Dec-97
    
    Jun-07
    
    240 yearsColumbus  Airport
    
    GA
    
    
    (1
    )
    
    
    934
    
    
    
    9,709
    
    
    
    44
    
    
    
    934
    
    
    
    9,754
    
    
    
    10,688
    
    
    
    342
    
    
    Jan-97
    
    Jun-07
    
    235 yearsColumbus  Bradley Park
    
    GA
    
    
    (1
    )
    
    
    700
    
    
    
    8,568
    
    
    
    26
    
    
    
    700
    
    
    
    8,594
    
    
    
    9,294
    
    
    
    276
    
    
    Jun-00
    
    Jun-07
    
    238 yearsMacon  North
    
    GA
    
    
    (1
    )
    
    
    419
    
    
    
    5,681
    
    
    
    11
    
    
    
    419
    
    
    
    5,692
    
    
    
    6,111
    
    
    
    188
    
    
    Mar-98
    
    Jun-07
    
    241 yearsSavannah  Midtown
    
    GA
    
    
    (1
    )
    
    
    356
    
    
    
    13,486
    
    
    
    37
    
    
    
    356
    
    
    
    13,523
    
    
    
    13,879
    
    
    
    424
    
    
    Jul-01
    
    Jun-07
    
    239 yearsDes Moines  Urbandale
    
    IA
    
    
    (1
    )
    
    
    731
    
    
    
    5,913
    
    
    
    20
    
    
    
    731
    
    
    
    5,934
    
    
    
    6,664
    
    
    
    218
    
    
    Jan-99
    
    Jun-07
    
    237 yearsDes Moines  West Des Moines
    
    IA
    
    
    (1
    )
    
    
    722
    
    
    
    4,166
    
    
    
    23
    
    
    
    722
    
    
    
    4,189
    
    
    
    4,910
    
    
    
    145
    
    
    Dec-97
    
    Jun-07
    
    240 years
  F-85




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedBoise  Airport
    
    ID
    
    
    (1
    )
    
    
    779
    
    
    
    8,263
    
    
    
    35
    
    
    
    779
    
    
    
    8,298
    
    
    
    9,077
    
    
    
    281
    
    
    Jan-97
    
    Jun-07
    
    238 yearsBloomington  Normal
    
    IL
    
    
    (1
    )
    
    
    1,181
    
    
    
    7,812
    
    
    
    8
    
    
    
    1,181
    
    
    
    7,820
    
    
    
    9,001
    
    
    
    255
    
    
    Dec-01
    
    Jun-07
    
    239 yearsChampaign  Urbana
    
    IL
    
    
    (1
    )
    
    
    1,315
    
    
    
    7,583
    
    
    
    14
    
    
    
    1,315
    
    
    
    7,597
    
    
    
    8,912
    
    
    
    249
    
    
    Sep-98
    
    Jun-07
    
    239 yearsChicago  Buffalo Grove  Deerfield
    
    IL
    
    
    (1
    )
    
    
    1,298
    
    
    
    11,779
    
    
    
    25
    
    
    
    1,298
    
    
    
    11,804
    
    
    
    13,101
    
    
    
    393
    
    
    May-97
    
    Jun-07
    
    239 yearsChicago  Burr Ridge
    
    IL
    
    
    (1
    )
    
    
    2,281
    
    
    
    10,511
    
    
    
    27
    
    
    
    2,281
    
    
    
    10,538
    
    
    
    12,819
    
    
    
    359
    
    
    Nov-96
    
    Jun-07
    
    237 yearsChicago  Darien
    
    IL
    
    
    (1
    )
    
    
    1,871
    
    
    
    7,837
    
    
    
    18
    
    
    
    1,871
    
    
    
    7,855
    
    
    
    9,726
    
    
    
    269
    
    
    Mar-99
    
    Jun-07
    
    237 yearsChicago  Downers Grove
    
    IL
    
    
    (1
    )
    
    
    2,890
    
    
    
    9,757
    
    
    
    44
    
    
    
    2,890
    
    
    
    9,801
    
    
    
    12,690
    
    
    
    352
    
    
    May-96
    
    Jun-07
    
    237 yearsChicago  Elmhurst
    
    IL
    
    
    (1
    )
    
    
    1,924
    
    
    
    8,048
    
    
    
    27
    
    
    
    1,924
    
    
    
    8,075
    
    
    
    9,999
    
    
    
    279
    
    
    Aug-97
    
    Jun-07
    
    238 yearsChicago  Gurnee
    
    IL
    
    
    (1
    )
    
    
    1,045
    
    
    
    5,388
    
    
    
    103
    
    
    
    1,045
    
    
    
    5,491
    
    
    
    6,535
    
    
    
    191
    
    
    Jan-97
    
    Jun-07
    
    238 yearsChicago  Hanover Park
    
    IL
    
    
    (1
    )
    
    
    4,639
    
    
    
    5,507
    
    
    
    35
    
    
    
    4,639
    
    
    
    5,541
    
    
    
    10,181
    
    
    
    206
    
    
    Jun-99
    
    Jun-07
    
    237 yearsChicago  Hillside
    
    IL
    
    
    (1
    )
    
    
    1,727
    
    
    
    7,515
    
    
    
    62
    
    
    
    1,727
    
    
    
    7,577
    
    
    
    9,304
    
    
    
    269
    
    
    Nov-99
    
    Jun-07
    
    237 yearsChicago  Itasca
    
    IL
    
    
    (1
    )
    
    
    1,825
    
    
    
    8,600
    
    
    
    35
    
    
    
    1,825
    
    
    
    8,635
    
    
    
    10,460
    
    
    
    301
    
    
    Nov-96
    
    Jun-07
    
    237 yearsChicago  Lansing
    
    IL
    
    
    (1
    )
    
    
    1,587
    
    
    
    5,481
    
    
    
    29
    
    
    
    1,587
    
    
    
    5,510
    
    
    
    7,096
    
    
    
    216
    
    
    Nov-98
    
    Jun-07
    
    236 yearsChicago  Lisle
    
    IL
    
    
    (1
    )
    
    
    2,076
    
    
    
    4,549
    
    
    
    14
    
    
    
    2,076
    
    
    
    4,562
    
    
    
    6,638
    
    
    
    158
    
    
    Jun-00
    
    Jun-07
    
    238 yearsChicago  Lombard  Oak Brook
    
    IL
    
    
    (1
    )
    
    
    2,130
    
    
    
    7,474
    
    
    
    30
    
    
    
    2,130
    
    
    
    7,504
    
    
    
    9,634
    
    
    
    250
    
    
    Mar-98
    
    Jun-07
    
    241 yearsChicago  Midway
    
    IL
    
    
    (1
    )
    
    
    1,741
    
    
    
    14,613
    
    
    
    27
    
    
    
    1,741
    
    
    
    14,640
    
    
    
    16,380
    
    
    
    441
    
    
    Jul-03
    
    Jun-07
    
    241 yearsChicago  Naperville
    
    IL
    
    
    (1
    )
    
    
    3,346
    
    
    
    8,824
    
    
    
    63
    
    
    
    3,346
    
    
    
    8,887
    
    
    
    12,233
    
    
    
    314
    
    
    Nov-96
    
    Jun-07
    
    237 yearsChicago  OHare
    
    IL
    
    
    (1
    )
    
    
    1,674
    
    
    
    10,602
    
    
    
    30
    
    
    
    1,674
    
    
    
    10,632
    
    
    
    12,306
    
    
    
    351
    
    
    Mar-98
    
    Jun-07
    
    239 yearsChicago  OHare
    
    IL
    
    
    (1
    )
    
    
    1,674
    
    
    
    10,933
    
    
    
    17
    
    
    
    1,674
    
    
    
    10,950
    
    
    
    12,624
    
    
    
    328
    
    
    Apr-99
    
    Jun-07
    
    242 yearsChicago  Rolling Meadows
    
    IL
    
    
    (1
    )
    
    
    1,607
    
    
    
    5,582
    
    
    
    64
    
    
    
    1,607
    
    
    
    5,647
    
    
    
    7,254
    
    
    
    197
    
    
    Oct-96
    
    Jun-07
    
    237 yearsChicago  Romeoville
    
    IL
    
    
    (1
    )
    
    
    1,288
    
    
    
    9,062
    
    
    
    30
    
    
    
    1,288
    
    
    
    9,092
    
    
    
    10,381
    
    
    
    314
    
    
    Oct-98
    
    Jun-07
    
    236 yearsChicago  Schaumburg
    
    IL
    
    
    (1
    )
    
    
    2,285
    
    
    
    6,476
    
    
    
    9
    
    
    
    2,285
    
    
    
    6,485
    
    
    
    8,770
    
    
    
    295
    
    
    Feb-02
    
    Jun-07
    
    240 yearsChicago  Skokie
    
    IL
    
    
    (1
    )
    
    
    1,660
    
    
    
    18,990
    
    
    
    309
    
    
    
    1,660
    
    
    
    19,299
    
    
    
    20,960
    
    
    
    618
    
    
    Jul-00
    
    Jun-07
    
    238 yearsChicago  Vernon Hills  Lake Forest
    
    IL
    
    
    (1
    )
    
    
    1,591
    
    
    
    9,466
    
    
    
    14
    
    
    
    1,591
    
    
    
    9,480
    
    
    
    11,071
    
    
    
    321
    
    
    Oct-00
    
    Jun-07
    
    238 yearsChicago  Waukegan
    
    IL
    
    
    (1
    )
    
    
    898
    
    
    
    3,206
    
    
    
    37
    
    
    
    898
    
    
    
    3,242
    
    
    
    4,140
    
    
    
    122
    
    
    Nov-97
    
    Jun-07
    
    235 yearsChicago  Woodfield Mall
    
    IL
    
    
    (1
    )
    
    
    997
    
    
    
    8,633
    
    
    
    18
    
    
    
    997
    
    
    
    8,651
    
    
    
    9,649
    
    
    
    288
    
    
    Mar-99
    
    Jun-07
    
    237 yearsPeoria  North
    
    IL
    
    
    (1
    )
    
    
    1,342
    
    
    
    7,891
    
    
    
    12
    
    
    
    1,342
    
    
    
    7,903
    
    
    
    9,245
    
    
    
    255
    
    
    Dec-01
    
    Jun-07
    
    239 yearsRockford  East
    
    IL
    
    
    (1
    )
    
    
    1,213
    
    
    
    6,477
    
    
    
    16
    
    
    
    1,213
    
    
    
    6,493
    
    
    
    7,706
    
    
    
    210
    
    
    Nov-97
    
    Jun-07
    
    240 yearsRockford  East
    
    IL
    
    
    (1
    )
    
    
    1,503
    
    
    
    8,210
    
    
    
    15
    
    
    
    1,503
    
    
    
    8,225
    
    
    
    9,728
    
    
    
    277
    
    
    Sep-97
    
    Jun-07
    
    238 yearsSt. Louis  O Fallon, IL
    
    IL
    
    
    (1
    )
    
    
    1,417
    
    
    
    7,925
    
    
    
    26
    
    
    
    1,417
    
    
    
    7,951
    
    
    
    9,368
    
    
    
    259
    
    
    Sep-98
    
    Jun-07
    
    239 yearsEvansville  East
    
    IN
    
    
    (1
    )
    
    
    113
    
    
    
    5,327
    
    
    
    10
    
    
    
    113
    
    
    
    5,337
    
    
    
    5,450
    
    
    
    177
    
    
    Feb-97
    
    Jun-07
    
    240 yearsFort Wayne  North
    
    IN
    
    
    (1
    )
    
    
    998
    
    
    
    2,054
    
    
    
    18
    
    
    
    998
    
    
    
    2,072
    
    
    
    3,070
    
    
    
    82
    
    
    Dec-96
    
    Jun-07
    
    239 yearsFort Wayne  South
    
    IN
    
    
    (1
    )
    
    
    2,191
    
    
    
    3,917
    
    
    
    21
    
    
    
    2,191
    
    
    
    3,938
    
    
    
    6,128
    
    
    
    152
    
    
    Sep-97
    
    Jun-07
    
    238 yearsIndianapolis  Airport
    
    IN
    
    
    (1
    )
    
    
    282
    
    
    
    6,830
    
    
    
    40
    
    
    
    282
    
    
    
    6,870
    
    
    
    7,151
    
    
    
    249
    
    
    Oct-98
    
    Jun-07
    
    236 yearsIndianapolis  Airport  W. Southern Ave.
    
    IN
    
    
    (1
    )
    
    
    359
    
    
    
    10,159
    
    
    
    34
    
    
    
    359
    
    
    
    10,193
    
    
    
    10,552
    
    
    
    356
    
    
    Oct-04
    
    Jun-07
    
    243 yearsIndianapolis  Castleton
    
    IN
    
    
    (1
    )
    
    
    124
    
    
    
    8,355
    
    
    
    32
    
    
    
    124
    
    
    
    8,387
    
    
    
    8,511
    
    
    
    283
    
    
    Sep-99
    
    Jun-07
    
    237 yearsIndianapolis  North
    
    IN
    
    
    (1
    )
    
    
    1,037
    
    
    
    3,490
    
    
    
    23
    
    
    
    1,037
    
    
    
    3,512
    
    
    
    4,550
    
    
    
    148
    
    
    Aug-90
    
    Jun-07
    
    231 yearsIndianapolis  Northwest  College Park
    
    IN
    
    
    (1
    )
    
    
    87
    
    
    
    3,994
    
    
    
    58
    
    
    
    87
    
    
    
    4,053
    
    
    
    4,140
    
    
    
    164
    
    
    Mar-91
    
    Jun-07
    
    232 yearsIndianapolis  Northwest  I-465
    
    IN
    
    
    (1
    )
    
    
    343
    
    
    
    10,883
    
    
    
    77
    
    
    
    343
    
    
    
    10,960
    
    
    
    11,303
    
    
    
    379
    
    
    Oct-04
    
    Jun-07
    
    243 yearsMerrillville  US Rte. 30
    
    IN
    
    
    (1
    )
    
    
    1,232
    
    
    
    6,901
    
    
    
    37
    
    
    
    1,232
    
    
    
    6,938
    
    
    
    8,170
    
    
    
    250
    
    
    Nov-96
    
    Jun-07
    
    237 yearsSouth Bend  Mishawaka
    
    IN
    
    
    (1
    )
    
    
    496
    
    
    
    5,034
    
    
    
    31
    
    
    
    496
    
    
    
    5,065
    
    
    
    5,561
    
    
    
    170
    
    
    Sep-97
    
    Jun-07
    
    240 yearsSouth Bend  Mishawaka
    
    IN
    
    
    (1
    )
    
    
    487
    
    
    
    8,786
    
    
    
    21
    
    
    
    487
    
    
    
    8,807
    
    
    
    9,294
    
    
    
    278
    
    
    Dec-01
    
    Jun-07
    
    239 yearsKansas City
 Lenexa87th St.
    
    KS
    
    
    (1
    )
    
    
    1,225
    
    
    
    5,189
    
    
    
    26
    
    
    
    1,225
    
    
    
    5,215
    
    
    
    6,440
    
    
    
    447
    
    
    Oct-04
    
    Jun-07
    
    243 yearsKansas City
 Lenexa95th St.
    
    KS
    
    
    (1
    )
    
    
    2,049
    
    
    
    1,981
    
    
    
    22
    
    
    
    2,049
    
    
    
    2,003
    
    
    
    4,052
    
    
    
    99
    
    
    May-96
    
    Jun-07
    
    234 yearsKansas City  Overland Park
    
    KS
    
    
    (1
    )
    
    
    1,184
    
    
    
    8,297
    
    
    
    19
    
    
    
    1,184
    
    
    
    8,316
    
    
    
    9,500
    
    
    
    290
    
    
    Sep-97
    
    Jun-07
    
    238 yearsKansas City  Overland Park  Metcalf
    
    KS
    
    
    (1
    )
    
    
    918
    
    
    
    12,538
    
    
    
    61
    
    
    
    918
    
    
    
    12,599
    
    
    
    13,517
    
    
    
    792
    
    
    Oct-04
    
    Jun-07
    
    243 years
  F-86




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedWichita  East
    
    KS
    
    
    (1
    )
    
    
    382
    
    
    
    6,188
    
    
    
    31
    
    
    
    382
    
    
    
    6,219
    
    
    
    6,601
    
    
    
    203
    
    
    Dec-97
    
    Jun-07
    
    240 yearsCincinnati  Covington
    
    KY
    
    
    (1
    )
    
    
    1,206
    
    
    
    8,045
    
    
    
    46
    
    
    
    1,206
    
    
    
    8,091
    
    
    
    9,297
    
    
    
    271
    
    
    Dec-97
    
    Jun-07
    
    238 yearsCincinnati  Florence
    
    KY
    
    
    (1
    )
    
    
    682
    
    
    
    2,479
    
    
    
    34
    
    
    
    682
    
    
    
    2,513
    
    
    
    3,195
    
    
    
    95
    
    
    Sep-96
    
    Jun-07
    
    239 yearsCincinnati  Florence
    
    KY
    
    
    (1
    )
    
    
    1,046
    
    
    
    6,363
    
    
    
    53
    
    
    
    1,046
    
    
    
    6,415
    
    
    
    7,462
    
    
    
    220
    
    
    Oct-97
    
    Jun-07
    
    238 yearsLexington  Nicholasville Road
    
    KY
    
    
    (1
    )
    
    
    1,336
    
    
    
    7,347
    
    
    
    88
    
    
    
    1,336
    
    
    
    7,435
    
    
    
    8,770
    
    
    
    280
    
    
    Sep-96
    
    Jun-07
    
    234 yearsLexington  Patchen Village
    
    KY
    
    
    (1
    )
    
    
    521
    
    
    
    2,291
    
    
    
    53
    
    
    
    521
    
    
    
    2,344
    
    
    
    2,865
    
    
    
    110
    
    
    July-86
    
    Jun-07
    
    227 yearsLexington  Tates Creek
    
    KY
    
    
    (1
    )
    
    
    831
    
    
    
    3,159
    
    
    
    36
    
    
    
    831
    
    
    
    3,196
    
    
    
    4,027
    
    
    
    149
    
    
    Aug-87
    
    Jun-07
    
    228 yearsLouisville  Dutchman
    
    KY
    
    
    (1
    )
    
    
    851
    
    
    
    6,153
    
    
    
    84
    
    
    
    851
    
    
    
    6,237
    
    
    
    7,087
    
    
    
    237
    
    
    Oct-96
    
    Jun-07
    
    234 yearsLouisville  Hurstbourne
    
    KY
    
    
    (1
    )
    
    
    735
    
    
    
    2,256
    
    
    
    19
    
    
    
    735
    
    
    
    2,275
    
    
    
    3,009
    
    
    
    108
    
    
    Dec-88
    
    Jun-07
    
    229 yearsLouisville  St. Matthews
    
    KY
    
    
    (1
    )
    
    
    870
    
    
    
    1,634
    
    
    
    20
    
    
    
    870
    
    
    
    1,653
    
    
    
    2,524
    
    
    
    79
    
    
    Apr-89
    
    Jun-07
    
    230 yearsBaton Rouge  Citiplace
    
    LA
    
    
    (1
    )
    
    
    950
    
    
    
    17,363
    
    
    
    29
    
    
    
    950
    
    
    
    17,392
    
    
    
    18,342
    
    
    
    538
    
    
    Oct-01
    
    Jun-07
    
    239 yearsBaton Rouge  Sherwood Forest
    
    LA
    
    
    (1
    )
    
    
    920
    
    
    
    7,440
    
    
    
    56
    
    
    
    920
    
    
    
    7,497
    
    
    
    8,417
    
    
    
    262
    
    
    Jun-98
    
    Jun-07
    
    236 yearsLafayette  Airport
    
    LA
    
    
    (1
    )
    
    
    617
    
    
    
    11,838
    
    
    
    23
    
    
    
    617
    
    
    
    11,861
    
    
    
    12,477
    
    
    
    404
    
    
    Nov-98
    
    Jun-07
    
    236 yearsLake Charles  Sulphur
    
    LA
    
    
    (1
    )
    
    
    469
    
    
    
    14,445
    
    
    
    33
    
    
    
    469
    
    
    
    14,478
    
    
    
    14,947
    
    
    
    495
    
    
    Aug-97
    
    Jun-07
    
    235 yearsNew Orleans  Kenner
    
    LA
    
    
    (1
    )
    
    
    1,363
    
    
    
    20,714
    
    
    
    17
    
    
    
    1,363
    
    
    
    20,731
    
    
    
    22,094
    
    
    
    791
    
    
    Mar-01
    
    Jun-07
    
    239 yearsNew Orleans  Metairie
    
    LA
    
    
    (1
    )
    
    
    590
    
    
    
    19,352
    
    
    
    27
    
    
    
    590
    
    
    
    19,379
    
    
    
    19,969
    
    
    
    598
    
    
    Aug-98
    
    Jun-07
    
    239 yearsShreveport  Bossier City
    
    LA
    
    
    (1
    )
    
    
    943
    
    
    
    6,016
    
    
    
    117
    
    
    
    943
    
    
    
    6,133
    
    
    
    7,076
    
    
    
    220
    
    
    Sep-97
    
    Jun-07
    
    235 yearsBoston  Braintree
    
    MA
    
    
    (1
    )
    
    
    2,340
    
    
    
    17,488
    
    
    
    23
    
    
    
    2,340
    
    
    
    17,510
    
    
    
    19,850
    
    
    
    527
    
    
    Mar-02
    
    Jun-07
    
    240 yearsBoston  Danvers
    
    MA
    
    
    (1
    )
    
    
    2,393
    
    
    
    5,770
    
    
    
    47
    
    
    
    2,393
    
    
    
    5,816
    
    
    
    8,209
    
    
    
    200
    
    
    Feb-98
    
    Jun-07
    
    239 yearsBoston  Norton
    
    MA
    
    
    (1
    )
    
    
    880
    
    
    
    7,009
    
    
    
    10
    
    
    
    880
    
    
    
    7,020
    
    
    
    7,899
    
    
    
    224
    
    
    Aug-03
    
    Jun-07
    
    241 yearsBoston  Tewksbury
    
    MA
    
    
    (1
    )
    
    
    2,677
    
    
    
    5,165
    
    
    
    90
    
    
    
    2,677
    
    
    
    5,255
    
    
    
    7,932
    
    
    
    175
    
    
    Jun-01
    
    Jun-07
    
    239 yearsBoston  Waltham
    
    MA
    
    
    (1
    )
    
    
    2,548
    
    
    
    17,575
    
    
    
    15
    
    
    
    2,548
    
    
    
    17,590
    
    
    
    20,139
    
    
    
    541
    
    
    Jun-99
    
    Jun-07
    
    242 yearsBoston  Westborough
    
    MA
    
    
    (1
    )
    
    
    1,061
    
    
    
    13,032
    
    
    
    27
    
    
    
    1,061
    
    
    
    13,059
    
    
    
    14,120
    
    
    
    435
    
    
    Mar-01
    
    Jun-07
    
    243 yearsBoston  Westborough
    
    MA
    
    
    (1
    )
    
    
    1,356
    
    
    
    6,066
    
    
    
    14
    
    
    
    1,356
    
    
    
    6,081
    
    
    
    7,437
    
    
    
    202
    
    
    Jan-01
    
    Jun-07
    
    239 yearsBoston  Westborough  Computer Dr.
    
    MA
    
    
    (1
    )
    
    
    1,321
    
    
    
    10,650
    
    
    
    35
    
    
    
    1,321
    
    
    
    10,685
    
    
    
    12,006
    
    
    
    319
    
    
    Jun-98
    
    Jun-07
    
    241 yearsBoston  Woburn
    
    MA
    
    
    (1
    )
    
    
    3,213
    
    
    
    7,264
    
    
    
    53
    
    
    
    3,213
    
    
    
    7,317
    
    
    
    10,530
    
    
    
    222
    
    
    May-98
    
    Jun-07
    
    241 yearsAnnapolis  Naval Academy
    
    MD
    
    
    (1
    )
    
    
    1,413
    
    
    
    8,651
    
    
    
    15
    
    
    
    1,413
    
    
    
    8,666
    
    
    
    10,079
    
    
    
    263
    
    
    Dec-04
    
    Jun-07
    
    242 yearsBaltimore  Bel Air
    
    MD
    
    
    (1
    )
    
    
    1,212
    
    
    
    9,772
    
    
    
    12
    
    
    
    1,212
    
    
    
    9,784
    
    
    
    10,996
    
    
    
    301
    
    
    Nov-04
    
    Jun-07
    
    242 yearsBaltimore  BWI Airport
    
    MD
    
    
    (1
    )
    
    
    1,749
    
    
    
    15,216
    
    
    
    74
    
    
    
    1,749
    
    
    
    15,290
    
    
    
    17,039
    
    
    
    487
    
    
    Jun-97
    
    Jun-07
    
    238 yearsBaltimore  Glen Burnie
    
    MD
    
    
    (1
    )
    
    
    1,079
    
    
    
    16,358
    
    
    
    24
    
    
    
    1,079
    
    
    
    16,382
    
    
    
    17,461
    
    
    
    476
    
    
    Nov-04
    
    Jun-07
    
    242 yearsBaltimore  Timonium
    
    MD
    
    
    (1
    )
    
    
    1,844
    
    
    
    12,915
    
    
    
    11
    
    
    
    1,844
    
    
    
    12,927
    
    
    
    14,771
    
    
    
    566
    
    
    Jun-98
    
    Jun-07
    
    239 yearsColumbia  Columbia 100 Parkway
    
    MD
    
    
    (1
    )
    
    
    1,260
    
    
    
    14,295
    
    
    
    98
    
    
    
    1,260
    
    
    
    14,394
    
    
    
    15,654
    
    
    
    460
    
    
    Oct-97
    
    Jun-07
    
    238 yearsColumbia  Columbia Corporate Park
    
    MD
    
    
    (1
    )
    
    
    1,593
    
    
    
    17,500
    
    
    
    25
    
    
    
    1,593
    
    
    
    17,524
    
    
    
    19,118
    
    
    
    575
    
    
    Oct-04
    
    Jun-07
    
    243 yearsColumbia  Gateway Drive
    
    MD
    
    
    (1
    )
    
    
    1,481
    
    
    
    9,175
    
    
    
    17
    
    
    
    1,481
    
    
    
    9,191
    
    
    
    10,672
    
    
    
    290
    
    
    Dec-97
    
    Jun-07
    
    240 yearsColumbia  Laurel
    
    MD
    
    
    (1
    )
    
    
    1,094
    
    
    
    15,203
    
    
    
    13
    
    
    
    1,094
    
    
    
    15,215
    
    
    
    16,309
    
    
    
    451
    
    
    Dec-04
    
    Jun-07
    
    242 yearsFrederick  Westview Dr.
    
    MD
    
    
    (1
    )
    
    
    888
    
    
    
    14,760
    
    
    
    19
    
    
    
    888
    
    
    
    14,779
    
    
    
    15,667
    
    
    
    479
    
    
    Mar-99
    
    Jun-07
    
    237 yearsLexington Park  Pax River
    
    MD
    
    
    (1
    )
    
    
    1,151
    
    
    
    10,340
    
    
    
    27
    
    
    
    1,151
    
    
    
    10,367
    
    
    
    11,518
    
    
    
    338
    
    
    Jan-00
    
    Jun-07
    
    238 yearsWashington, D.C.  Gaithersburg
    
    MD
    
    
    (1
    )
    
    
    4,428
    
    
    
    7,903
    
    
    
    30
    
    
    
    4,428
    
    
    
    7,933
    
    
    
    12,361
    
    
    
    268
    
    
    Mar-99
    
    Jun-07
    
    237 yearsWashington, D.C.  Gaithersburg
    
    MD
    
    
    (1
    )
    
    
    4,428
    
    
    
    9,949
    
    
    
    116
    
    
    
    4,428
    
    
    
    10,064
    
    
    
    14,493
    
    
    
    309
    
    
    Feb-99
    
    Jun-07
    
    242 yearsWashington, D.C.  Germantown
    
    MD
    
    
    (1
    )
    
    
    3,105
    
    
    
    7,735
    
    
    
    21
    
    
    
    3,105
    
    
    
    7,756
    
    
    
    10,860
    
    
    
    259
    
    
    Jan-99
    
    Jun-07
    
    237 yearsWashington, D.C.  Landover
    
    MD
    
    
    (1
    )
    
    
    2,808
    
    
    
    15,084
    
    
    
    25
    
    
    
    2,808
    
    
    
    15,110
    
    
    
    17,918
    
    
    
    475
    
    
    Jul-98
    
    Jun-07
    
    239 yearsPortland  Scarborough
    
    ME
    
    
    (1
    )
    
    
    826
    
    
    
    7,399
    
    
    
    7
    
    
    
    826
    
    
    
    7,407
    
    
    
    8,232
    
    
    
    235
    
    
    Aug-01
    
    Jun-07
    
    239 yearsDetroit  Ann Arbor
    
    MI
    
    
    (1
    )
    
    
    3,253
    
    
    
    2,498
    
    
    
    32
    
    
    
    3,253
    
    
    
    2,530
    
    
    
    5,783
    
    
    
    126
    
    
    May-97
    
    Jun-07
    
    238 yearsDetroit  Ann Arbor
    
    MI
    
    
    (1
    )
    
    
    876
    
    
    
    2,891
    
    
    
    22
    
    
    
    876
    
    
    
    2,913
    
    
    
    3,790
    
    
    
    107
    
    
    Dec-97
    
    Jun-07
    
    240 yearsDetroit  Auburn Hills
    
    MI
    
    
    (1
    )
    
    
    1,478
    
    
    
    2,991
    
    
    
    53
    
    
    
    1,478
    
    
    
    3,044
    
    
    
    4,522
    
    
    
    302
    
    
    Feb-97
    
    Jun-07
    
    238 yearsDetroit  Auburn Hills  Featherstone Rd.
    
    MI
    
    
    (1
    )
    
    
    1,774
    
    
    
    3,016
    
    
    
    19
    
    
    
    1,774
    
    
    
    3,036
    
    
    
    4,809
    
    
    
    121
    
    
    Oct-04
    
    Jun-07
    
    243 years
  F-87




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedDetroit  Canton
    
    MI
    
    
    (1
    )
    
    
    1,518
    
    
    
    4,103
    
    
    
    37
    
    
    
    1,518
    
    
    
    4,140
    
    
    
    5,658
    
    
    
    141
    
    
    Jul-01
    
    Jun-07
    
    239 yearsDetroit  Dearborn
    
    MI
    
    
    (1
    )
    
    
    1,115
    
    
    
    7,537
    
    
    
    14
    
    
    
    1,115
    
    
    
    7,550
    
    
    
    8,666
    
    
    
    236
    
    
    Mar-02
    
    Jun-07
    
    243 yearsDetroit  Farmington Hills
    
    MI
    
    
    (1
    )
    
    
    1,596
    
    
    
    3,041
    
    
    
    40
    
    
    
    1,596
    
    
    
    3,081
    
    
    
    4,678
    
    
    
    114
    
    
    Jun-97
    
    Jun-07
    
    238 yearsDetroit  Livonia
    
    MI
    
    
    (1
    )
    
    
    1,601
    
    
    
    2,364
    
    
    
    39
    
    
    
    1,601
    
    
    
    2,403
    
    
    
    4,004
    
    
    
    89
    
    
    Aug-98
    
    Jun-07
    
    239 yearsDetroit  Madison Heights
    
    MI
    
    
    (1
    )
    
    
    1,715
    
    
    
    2,256
    
    
    
    25
    
    
    
    1,715
    
    
    
    2,280
    
    
    
    3,995
    
    
    
    96
    
    
    May-97
    
    Jun-07
    
    238 yearsDetroit  Metropolitan Airport
    
    MI
    
    
    (1
    )
    
    
    1,380
    
    
    
    5,444
    
    
    
    25
    
    
    
    1,380
    
    
    
    5,469
    
    
    
    6,849
    
    
    
    183
    
    
    Dec-01
    
    Jun-07
    
    242 yearsDetroit  Novi
    
    MI
    
    
    (1
    )
    
    
    1,667
    
    
    
    6,792
    
    
    
    30
    
    
    
    1,667
    
    
    
    6,822
    
    
    
    8,489
    
    
    
    235
    
    
    Jan-97
    
    Jun-07
    
    238 yearsDetroit  Novi
    
    MI
    
    
    (1
    )
    
    
    1,833
    
    
    
    4,744
    
    
    
    14
    
    
    
    1,833
    
    
    
    4,758
    
    
    
    6,591
    
    
    
    395
    
    
    Sep-00
    
    Jun-07
    
    243 yearsDetroit  Roseville
    
    MI
    
    
    (1
    )
    
    
    2,148
    
    
    
    3,036
    
    
    
    52
    
    
    
    2,148
    
    
    
    3,088
    
    
    
    5,236
    
    
    
    120
    
    
    Nov-01
    
    Jun-07
    
    239 yearsDetroit  Southfield
    
    MI
    
    
    (1
    )
    
    
    1,626
    
    
    
    3,392
    
    
    
    19
    
    
    
    1,626
    
    
    
    3,411
    
    
    
    5,037
    
    
    
    120
    
    
    Nov-02
    
    Jun-07
    
    240 yearsDetroit  Sterling Heights
    
    MI
    
    
    (1
    )
    
    
    1,926
    
    
    
    2,299
    
    
    
    34
    
    
    
    1,926
    
    
    
    2,334
    
    
    
    4,259
    
    
    
    99
    
    
    Nov-97
    
    Jun-07
    
    238 yearsDetroit  Warren
    
    MI
    
    
    (1
    )
    
    
    2,296
    
    
    
    4,484
    
    
    
    23
    
    
    
    2,296
    
    
    
    4,506
    
    
    
    6,802
    
    
    
    331
    
    
    Nov-97
    
    Jun-07
    
    240 yearsGrand Rapids  Kentwood
    
    MI
    
    
    (1
    )
    
    
    2,664
    
    
    
    4,041
    
    
    
    33
    
    
    
    2,664
    
    
    
    4,074
    
    
    
    6,737
    
    
    
    163
    
    
    Sep-98
    
    Jun-07
    
    236 yearsMinneapolis  Airport  Eagan
    
    MN
    
    
    (1
    )
    
    
    939
    
    
    
    8,272
    
    
    
    27
    
    
    
    939
    
    
    
    8,299
    
    
    
    9,237
    
    
    
    292
    
    
    Sep-97
    
    Jun-07
    
    238 yearsMinneapolis  Bloomington
    
    MN
    
    
    (1
    )
    
    
    1,794
    
    
    
    6,099
    
    
    
    103
    
    
    
    1,794
    
    
    
    6,201
    
    
    
    7,995
    
    
    
    213
    
    
    Apr-98
    
    Jun-07
    
    239 yearsMinneapolis  Brooklyn Center
    
    MN
    
    
    (1
    )
    
    
    1,693
    
    
    
    7,067
    
    
    
    39
    
    
    
    1,693
    
    
    
    7,106
    
    
    
    8,799
    
    
    
    248
    
    
    Nov-98
    
    Jun-07
    
    236 yearsMinneapolis  Eden Prairie
    
    MN
    
    
    (1
    )
    
    
    1,895
    
    
    
    4,482
    
    
    
    35
    
    
    
    1,895
    
    
    
    4,517
    
    
    
    6,412
    
    
    
    161
    
    
    Jan-98
    
    Jun-07
    
    239 yearsMinneapolis  Maple Grove
    
    MN
    
    
    (1
    )
    
    
    3,114
    
    
    
    7,554
    
    
    
    78
    
    
    
    3,114
    
    
    
    7,633
    
    
    
    10,747
    
    
    
    262
    
    
    Jan-98
    
    Jun-07
    
    239 yearsMinneapolis  Woodbury
    
    MN
    
    
    (1
    )
    
    
    2,355
    
    
    
    6,320
    
    
    
    101
    
    
    
    2,355
    
    
    
    6,421
    
    
    
    8,776
    
    
    
    227
    
    
    May-99
    
    Jun-07
    
    237 yearsRochester  North
    
    MN
    
    
    (1
    )
    
    
    919
    
    
    
    5,160
    
    
    
    16
    
    
    
    919
    
    
    
    5,176
    
    
    
    6,095
    
    
    
    174
    
    
    Sep-01
    
    Jun-07
    
    239 yearsRochester  South
    
    MN
    
    
    (1
    )
    
    
    861
    
    
    
    5,275
    
    
    
    18
    
    
    
    861
    
    
    
    5,293
    
    
    
    6,154
    
    
    
    179
    
    
    Oct-01
    
    Jun-07
    
    239 yearsColumbia  Stadium Blvd.
    
    MO
    
    
    (1
    )
    
    
    980
    
    
    
    5,269
    
    
    
    13
    
    
    
    980
    
    
    
    5,282
    
    
    
    6,262
    
    
    
    168
    
    
    Sep-03
    
    Jun-07
    
    239 yearsKansas City  Airport
    
    MO
    
    
    (1
    )
    
    
    698
    
    
    
    3,009
    
    
    
    30
    
    
    
    698
    
    
    
    3,040
    
    
    
    3,737
    
    
    
    120
    
    
    Jan-97
    
    Jun-07
    
    238 yearsKansas City  Independence
    
    MO
    
    
    (1
    )
    
    
    424
    
    
    
    3,223
    
    
    
    27
    
    
    
    424
    
    
    
    3,251
    
    
    
    3,674
    
    
    
    270
    
    
    Jan-97
    
    Jun-07
    
    235 yearsKansas City  Northeast  Worlds of Fun
    
    MO
    
    
    (1
    )
    
    
    495
    
    
    
    4,170
    
    
    
    24
    
    
    
    495
    
    
    
    4,194
    
    
    
    4,689
    
    
    
    207
    
    
    Jan-99
    
    Jun-07
    
    240 yearsKansas City  South
    
    MO
    
    
    (1
    )
    
    
    638
    
    
    
    3,913
    
    
    
    25
    
    
    
    638
    
    
    
    3,937
    
    
    
    4,575
    
    
    
    150
    
    
    Jun-97
    
    Jun-07
    
    238 yearsSpringfield  South
    
    MO
    
    
    (1
    )
    
    
    1,113
    
    
    
    7,873
    
    
    
    7
    
    
    
    1,113
    
    
    
    7,880
    
    
    
    8,993
    
    
    
    258
    
    
    Oct-97
    
    Jun-07
    
    238 yearsSt. Louis  Airport
    
    MO
    
    
    (1
    )
    
    
    813
    
    
    
    2,172
    
    
    
    72
    
    
    
    813
    
    
    
    2,244
    
    
    
    3,057
    
    
    
    92
    
    
    Jun-92
    
    Jun-07
    
    235 yearsSt. Louis  Airport
    
    MO
    
    
    (1
    )
    
    
    878
    
    
    
    4,657
    
    
    
    56
    
    
    
    878
    
    
    
    4,714
    
    
    
    5,591
    
    
    
    170
    
    
    Nov-96
    
    Jun-07
    
    237 yearsSt. Louis  Earth City
    
    MO
    
    
    (1
    )
    
    
    1,160
    
    
    
    2,586
    
    
    
    68
    
    
    
    1,160
    
    
    
    2,653
    
    
    
    3,813
    
    
    
    101
    
    
    Jun-97
    
    Jun-07
    
    240 yearsSt. Louis  St. Peters
    
    MO
    
    
    (1
    )
    
    
    334
    
    
    
    7,916
    
    
    
    19
    
    
    
    334
    
    
    
    7,936
    
    
    
    8,269
    
    
    
    269
    
    
    Jul-97
    
    Jun-07
    
    238 yearsSt. Louis  Westport
    
    MO
    
    
    (1
    )
    
    
    782
    
    
    
    3,289
    
    
    
    86
    
    
    
    782
    
    
    
    3,376
    
    
    
    4,158
    
    
    
    123
    
    
    Nov-94
    
    Jun-07
    
    237 yearsSt. Louis  Westport
    
    MO
    
    
    (1
    )
    
    
    1,145
    
    
    
    7,382
    
    
    
    51
    
    
    
    1,145
    
    
    
    7,433
    
    
    
    8,578
    
    
    
    278
    
    
    Aug-96
    
    Jun-07
    
    234 yearsJackson  East Beasley Road
    
    MS
    
    
    (1
    )
    
    
    703
    
    
    
    6,466
    
    
    
    35
    
    
    
    703
    
    
    
    6,501
    
    
    
    7,205
    
    
    
    207
    
    
    Jan-00
    
    Jun-07
    
    243 yearsJackson  North
    
    MS
    
    
    (1
    )
    
    
    856
    
    
    
    6,825
    
    
    
    27
    
    
    
    856
    
    
    
    6,852
    
    
    
    7,708
    
    
    
    247
    
    
    Oct-97
    
    Jun-07
    
    235 yearsJackson  Ridgeland
    
    MS
    
    
    (1
    )
    
    
    981
    
    
    
    4,841
    
    
    
    18
    
    
    
    981
    
    
    
    4,859
    
    
    
    5,840
    
    
    
    160
    
    
    Nov-96
    
    Jun-07
    
    239 yearsBillings  West End
    
    MT
    
    
    (1
    )
    
    
    1,199
    
    
    
    8,909
    
    
    
    14
    
    
    
    1,199
    
    
    
    8,923
    
    
    
    10,123
    
    
    
    285
    
    
    Jul-03
    
    Jun-07
    
    241 yearsGreat Falls  Missouri River
    
    MT
    
    
    (1
    )
    
    
    279
    
    
    
    6,656
    
    
    
    20
    
    
    
    279
    
    
    
    6,676
    
    
    
    6,955
    
    
    
    219
    
    
    Mar-02
    
    Jun-07
    
    240 yearsAsheville  Tunnel Rd.
    
    NC
    
    
    (1
    )
    
    
    3,345
    
    
    
    6,100
    
    
    
    15
    
    
    
    3,345
    
    
    
    6,115
    
    
    
    9,460
    
    
    
    215
    
    
    Feb-98
    
    Jun-07
    
    239 yearsCharlotte  Pineville
    
    NC
    
    
    (1
    )
    
    
    1,138
    
    
    
    7,298
    
    
    
    43
    
    
    
    1,138
    
    
    
    7,341
    
    
    
    8,479
    
    
    
    261
    
    
    Feb-99
    
    Jun-07
    
    237 yearsCharlotte  Pineville
    
    NC
    
    
    (1
    )
    
    
    1,367
    
    
    
    8,283
    
    
    
    28
    
    
    
    1,367
    
    
    
    8,311
    
    
    
    9,679
    
    
    
    255
    
    
    Sep-99
    
    Jun-07
    
    242 yearsCharlotte  Tyvola Rd.
    
    NC
    
    
    (1
    )
    
    
    1,448
    
    
    
    2,029
    
    
    
    27
    
    
    
    1,448
    
    
    
    2,057
    
    
    
    3,505
    
    
    
    83
    
    
    May-95
    
    Jun-07
    
    238 yearsCharlotte  Tyvola Rd.
    
    NC
    
    
    (1
    )
    
    
    1,713
    
    
    
    4,941
    
    
    
    10
    
    
    
    1,713
    
    
    
    4,951
    
    
    
    6,664
    
    
    
    184
    
    
    Oct-98
    
    Jun-07
    
    236 yearsCharlotte  University Place
    
    NC
    
    
    (1
    )
    
    
    925
    
    
    
    2,894
    
    
    
    25
    
    
    
    925
    
    
    
    2,919
    
    
    
    3,844
    
    
    
    106
    
    
    Mar-96
    
    Jun-07
    
    239 yearsCharlotte  University Place
    
    NC
    
    
    (1
    )
    
    
    1,207
    
    
    
    5,330
    
    
    
    50
    
    
    
    1,207
    
    
    
    5,380
    
    
    
    6,587
    
    
    
    200
    
    
    Apr-98
    
    Jun-07
    
    239 yearsDurham  Research Triangle Park
    
    NC
    
    
    (1
    )
    
    
    
    
    
    
    2,869
    
    
    
    30
    
    
    
    
    
    
    
    2,899
    
    
    
    2,899
    
    
    
    109
    
    
    Dec-96
    
    Jun-07
    
    239 years
  F-88




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedDurham  Research Triangle Park
    
    NC
    
    
    (1
    )
    
    
    4,091
    
    
    
    3,071
    
    
    
    24
    
    
    
    4,091
    
    
    
    3,096
    
    
    
    7,187
    
    
    
    157
    
    
    Sep-98
    
    Jun-07
    
    241 yearsDurham  Research Triangle Park  Miami Blvd.  N
    
    NC
    
    
    (1
    )
    
    
    1,556
    
    
    
    5,960
    
    
    
    12
    
    
    
    1,556
    
    
    
    5,972
    
    
    
    7,527
    
    
    
    449
    
    
    Sep-98
    
    Jun-07
    
    241 yearsDurham  Research Triangle Park  Miami Blvd.  S
    
    NC
    
    
    (1
    )
    
    
    1,955
    
    
    
    7,823
    
    
    
    28
    
    
    
    1,955
    
    
    
    7,851
    
    
    
    9,806
    
    
    
    420
    
    
    Oct-04
    
    Jun-07
    
    243 yearsDurham  University
    
    NC
    
    
    (1
    )
    
    
    1,802
    
    
    
    3,709
    
    
    
    95
    
    
    
    1,802
    
    
    
    3,804
    
    
    
    5,606
    
    
    
    146
    
    
    Oct-97
    
    Jun-07
    
    235 yearsFayetteville  Cross Creek Mall
    
    NC
    
    
    (1
    )
    
    
    921
    
    
    
    14,862
    
    
    
    30
    
    
    
    921
    
    
    
    14,892
    
    
    
    15,813
    
    
    
    525
    
    
    Jan-99
    
    Jun-07
    
    242 yearsFayetteville  Owen Dr.
    
    NC
    
    
    (1
    )
    
    
    1,084
    
    
    
    15,881
    
    
    
    125
    
    
    
    1,084
    
    
    
    16,006
    
    
    
    17,090
    
    
    
    614
    
    
    Jul-97
    
    Jun-07
    
    235 yearsGreensboro  Airport
    
    NC
    
    
    (1
    )
    
    
    377
    
    
    
    6,954
    
    
    
    17
    
    
    
    377
    
    
    
    6,971
    
    
    
    7,348
    
    
    
    323
    
    
    Mar-99
    
    Jun-07
    
    242 yearsGreensboro  Wendover Ave.
    
    NC
    
    
    (1
    )
    
    
    300
    
    
    
    3,153
    
    
    
    74
    
    
    
    300
    
    
    
    3,226
    
    
    
    3,527
    
    
    
    118
    
    
    Dec-95
    
    Jun-07
    
    238 yearsGreensboro  Wendover Ave.
    
    NC
    
    
    (1
    )
    
    
    566
    
    
    
    8,570
    
    
    
    50
    
    
    
    566
    
    
    
    8,620
    
    
    
    9,186
    
    
    
    374
    
    
    Sep-96
    
    Jun-07
    
    234 yearsJacksonville  Camp Lejeune
    
    NC
    
    
    (1
    )
    
    
    1,105
    
    
    
    14,107
    
    
    
    24
    
    
    
    1,105
    
    
    
    14,131
    
    
    
    15,236
    
    
    
    512
    
    
    Oct-98
    
    Jun-07
    
    239 yearsRaleigh  Cary  Harrison Ave.
    
    NC
    
    
    (1
    )
    
    
    1,386
    
    
    
    3,774
    
    
    
    11
    
    
    
    1,386
    
    
    
    3,785
    
    
    
    5,171
    
    
    
    131
    
    
    Sep-96
    
    Jun-07
    
    239 yearsRaleigh  Cary  Regency Parkway
    
    NC
    
    
    (1
    )
    
    
    1,685
    
    
    
    6,760
    
    
    
    13
    
    
    
    1,685
    
    
    
    6,773
    
    
    
    8,458
    
    
    
    243
    
    
    Jan-98
    
    Jun-07
    
    239 yearsRaleigh  Cary  Regency Parkway
    
    NC
    
    
    (1
    )
    
    
    1,356
    
    
    
    5,021
    
    
    
    20
    
    
    
    1,356
    
    
    
    5,042
    
    
    
    6,398
    
    
    
    421
    
    
    Jan-98
    
    Jun-07
    
    241 yearsRaleigh  North Raleigh
    
    NC
    
    
    (1
    )
    
    
    1,105
    
    
    
    2,220
    
    
    
    22
    
    
    
    1,105
    
    
    
    2,242
    
    
    
    3,348
    
    
    
    86
    
    
    Dec-96
    
    Jun-07
    
    239 yearsRaleigh  North Raleigh
    
    NC
    
    
    (1
    )
    
    
    1,864
    
    
    
    5,056
    
    
    
    28
    
    
    
    1,864
    
    
    
    5,084
    
    
    
    6,948
    
    
    
    245
    
    
    Dec-97
    
    Jun-07
    
    238 yearsRaleigh  RDU Airport
    
    NC
    
    
    (1
    )
    
    
    1,434
    
    
    
    7,693
    
    
    
    14
    
    
    
    1,434
    
    
    
    7,707
    
    
    
    9,141
    
    
    
    306
    
    
    Sep-97
    
    Jun-07
    
    235 yearsWilmington  New Centre Drive
    
    NC
    
    
    (1
    )
    
    
    1,250
    
    
    
    11,213
    
    
    
    18
    
    
    
    1,250
    
    
    
    11,232
    
    
    
    12,482
    
    
    
    437
    
    
    Feb-98
    
    Jun-07
    
    239 yearsWinston-Salem  Hanes Mall Blvd.
    
    NC
    
    
    (1
    )
    
    
    425
    
    
    
    7,785
    
    
    
    59
    
    
    
    425
    
    
    
    7,844
    
    
    
    8,269
    
    
    
    359
    
    
    Sep-96
    
    Jun-07
    
    234 yearsWinston-Salem  University Parkway
    
    NC
    
    
    (1
    )
    
    
    586
    
    
    
    4,651
    
    
    
    29
    
    
    
    586
    
    
    
    4,680
    
    
    
    5,266
    
    
    
    181
    
    
    Jul-98
    
    Jun-07
    
    239 yearsOmaha  West
    
    NE
    
    
    (1
    )
    
    
    1,177
    
    
    
    7,067
    
    
    
    31
    
    
    
    1,177
    
    
    
    7,098
    
    
    
    8,275
    
    
    
    230
    
    
    Dec-97
    
    Jun-07
    
    240 yearsBoston  Nashua
    
    NH
    
    
    (1
    )
    
    
    1,010
    
    
    
    9,970
    
    
    
    79
    
    
    
    1,010
    
    
    
    10,049
    
    
    
    11,060
    
    
    
    351
    
    
    Dec-01
    
    Jun-07
    
    239 yearsEdison  Raritan Center
    
    NJ
    
    
    (1
    )
    
    
    1,224
    
    
    
    11,860
    
    
    
    15
    
    
    
    1,224
    
    
    
    11,875
    
    
    
    13,099
    
    
    
    416
    
    
    Aug-97
    
    Jun-07
    
    238 yearsElizabeth  Newark Airport
    
    NJ
    
    
    (1
    )
    
    
    
    
    
    
    17,020
    
    
    
    71
    
    
    
    
    
    
    
    17,092
    
    
    
    17,092
    
    
    
    557
    
    
    Mar-02
    
    Jun-07
    
    240 yearsMeadowlands  Rutherford
    
    NJ
    
    
    (1
    )
    
    
    6,768
    
    
    
    11,312
    
    
    
    33
    
    
    
    6,768
    
    
    
    11,345
    
    
    
    18,114
    
    
    
    386
    
    
    Dec-99
    
    Jun-07
    
    237 yearsMt. Olive  Budd Lake
    
    NJ
    
    
    (1
    )
    
    
    1,518
    
    
    
    6,879
    
    
    
    52
    
    
    
    1,518
    
    
    
    6,931
    
    
    
    8,449
    
    
    
    270
    
    
    May-03
    
    Jun-07
    
    241 yearsPhiladelphia  Cherry Hill
    
    NJ
    
    
    (1
    )
    
    
    652
    
    
    
    7,427
    
    
    
    12
    
    
    
    652
    
    
    
    7,439
    
    
    
    8,091
    
    
    
    267
    
    
    Jul-98
    
    Jun-07
    
    239 yearsPhiladelphia  Maple Shade
    
    NJ
    
    
    (1
    )
    
    
    697
    
    
    
    6,689
    
    
    
    60
    
    
    
    697
    
    
    
    6,749
    
    
    
    7,447
    
    
    
    241
    
    
    Dec-98
    
    Jun-07
    
    239 yearsPhiladelphia  Mt. Laurel
    
    NJ
    
    
    (1
    )
    
    
    455
    
    
    
    9,220
    
    
    
    12
    
    
    
    455
    
    
    
    9,232
    
    
    
    9,687
    
    
    
    287
    
    
    Jan-98
    
    Jun-07
    
    241 yearsPhiladelphia  Mt. Laurel
    
    NJ
    
    
    (1
    )
    
    
    636
    
    
    
    10,892
    
    
    
    18
    
    
    
    636
    
    
    
    10,910
    
    
    
    11,547
    
    
    
    561
    
    
    Mar-99
    
    Jun-07
    
    242 yearsPiscataway  Rutgers University
    
    NJ
    
    
    (1
    )
    
    
    738
    
    
    
    11,303
    
    
    
    21
    
    
    
    738
    
    
    
    11,323
    
    
    
    12,062
    
    
    
    400
    
    
    Oct-98
    
    Jun-07
    
    241 yearsPrinceton  South Brunswick
    
    NJ
    
    
    (1
    )
    
    
    943
    
    
    
    9,576
    
    
    
    56
    
    
    
    943
    
    
    
    9,632
    
    
    
    10,575
    
    
    
    324
    
    
    Jun-99
    
    Jun-07
    
    237 yearsPrinceton  West Windsor
    
    NJ
    
    
    (1
    )
    
    
    3,122
    
    
    
    5,487
    
    
    
    17
    
    
    
    3,122
    
    
    
    5,504
    
    
    
    8,625
    
    
    
    207
    
    
    Dec-00
    
    Jun-07
    
    238 yearsRamsey  Upper Saddle River
    
    NJ
    
    
    (1
    )
    
    
    2,103
    
    
    
    12,577
    
    
    
    9
    
    
    
    2,103
    
    
    
    12,586
    
    
    
    14,689
    
    
    
    388
    
    
    Dec-01
    
    Jun-07
    
    239 yearsRed Bank  Middletown
    
    NJ
    
    
    (1
    )
    
    
    3,638
    
    
    
    14,384
    
    
    
    43
    
    
    
    3,638
    
    
    
    14,428
    
    
    
    18,066
    
    
    
    473
    
    
    Dec-00
    
    Jun-07
    
    238 yearsSecaucus  Meadowlands
    
    NJ
    
    
    (1
    )
    
    
    1,143
    
    
    
    25,700
    
    
    
    66
    
    
    
    1,143
    
    
    
    25,766
    
    
    
    26,909
    
    
    
    807
    
    
    Aug-02
    
    Jun-07
    
    240 yearsSomerset  Franklin
    
    NJ
    
    
    (1
    )
    
    
    732
    
    
    
    11,816
    
    
    
    18
    
    
    
    732
    
    
    
    11,834
    
    
    
    12,566
    
    
    
    371
    
    
    Jun-01
    
    Jun-07
    
    239 yearsAlbuquerque  Airport
    
    NM
    
    
    
    (1
    )
    
    
    1,083
    
    
    
    5,352
    
    
    
    27
    
    
    
    1,083
    
    
    
    5,379
    
    
    
    6,462
    
    
    
    172
    
    
    Jan-99
    
    Jun-07
    
    242 yearsAlbuquerque  Northeast
    
    NM
    
    
    
    (1
    )
    
    
    1,441
    
    
    
    4,493
    
    
    
    41
    
    
    
    1,441
    
    
    
    4,534
    
    
    
    5,975
    
    
    
    180
    
    
    Jan-98
    
    Jun-07
    
    236 yearsAlbuquerque  Rio Rancho
    
    NM
    
    
    
    (1
    )
    
    
    1,040
    
    
    
    8,612
    
    
    
    20
    
    
    
    1,040
    
    
    
    8,633
    
    
    
    9,673
    
    
    
    279
    
    
    May-98
    
    Jun-07
    
    239 yearsAlbuquerque  Rio Rancho Blvd.
    
    NM
    
    
    
    (1
    )
    
    
    1,174
    
    
    
    10,658
    
    
    
    22
    
    
    
    1,174
    
    
    
    10,680
    
    
    
    11,854
    
    
    
    592
    
    
    Oct-04
    
    Jun-07
    
    243 yearsLas Vegas  Boulder Highway
    
    NV
    
    
    (1
    )
    
    
    2,636
    
    
    
    6,743
    
    
    
    49
    
    
    
    2,636
    
    
    
    6,791
    
    
    
    9,427
    
    
    
    278
    
    
    Dec-92
    
    Jun-07
    
    230 yearsLas Vegas  East Flamingo
    
    NV
    
    
    (1
    )
    
    
    2,820
    
    
    
    17,180
    
    
    
    24
    
    
    
    2,820
    
    
    
    17,204
    
    
    
    20,024
    
    
    
    685
    
    
    Oct-04
    
    Jun-07
    
    243 yearsLas Vegas  Valley View
    
    NV
    
    
    (1
    )
    
    
    3,370
    
    
    
    18,430
    
    
    
    51
    
    
    
    3,370
    
    
    
    18,481
    
    
    
    21,850
    
    
    
    1,076
    
    
    Dec-95
    
    Jun-07
    
    233 yearsReno  South Meadows
    
    NV
    
    
    (1
    )
    
    
    3,005
    
    
    
    14,751
    
    
    
    9
    
    
    
    3,005
    
    
    
    14,759
    
    
    
    17,764
    
    
    
    445
    
    
    Mar-02
    
    Jun-07
    
    240 yearsAlbany  Capital
    
    NY
    
    
    (1
    )
    
    
    763
    
    
    
    10,558
    
    
    
    11
    
    
    
    763
    
    
    
    10,569
    
    
    
    11,332
    
    
    
    357
    
    
    Nov-96
    
    Jun-07
    
    237 yearsBuffalo  Amherst
    
    NY
    
    
    (1
    )
    
    
    748
    
    
    
    12,169
    
    
    
    23
    
    
    
    748
    
    
    
    12,192
    
    
    
    12,940
    
    
    
    391
    
    
    Sep-97
    
    Jun-07
    
    238 years
  F-89




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedFishkill  Poughkeepsie
    
    NY
    
    
    (1
    )
    
    
    614
    
    
    
    10,344
    
    
    
    23
    
    
    
    614
    
    
    
    10,366
    
    
    
    10,980
    
    
    
    307
    
    
    Feb-04
    
    Jun-07
    
    242 yearsLong Island  Bethpage
    
    NY
    
    
    (1
    )
    
    
    4,415
    
    
    
    14,102
    
    
    
    148
    
    
    
    4,415
    
    
    
    14,249
    
    
    
    18,664
    
    
    
    432
    
    
    Jun-99
    
    Jun-07
    
    240 yearsLong Island  Melville
    
    NY
    
    
    (1
    )
    
    
    3,610
    
    
    
    26,619
    
    
    
    234
    
    
    
    3,610
    
    
    
    26,854
    
    
    
    30,464
    
    
    
    797
    
    
    May-00
    
    Jun-07
    
    241 yearsNew York City  LaGuardia Airport
    
    NY
    
    
    (1
    )
    
    
    3,444
    
    
    
    33,105
    
    
    
    91
    
    
    
    3,444
    
    
    
    33,196
    
    
    
    36,641
    
    
    
    960
    
    
    Aug-01
    
    Jun-07
    
    242 yearsRochester  Greece
    
    NY
    
    
    (1
    )
    
    
    1,719
    
    
    
    9,038
    
    
    
    42
    
    
    
    1,719
    
    
    
    9,080
    
    
    
    10,799
    
    
    
    313
    
    
    Nov-96
    
    Jun-07
    
    237 yearsRochester  Henrietta
    
    NY
    
    
    (1
    )
    
    
    1,169
    
    
    
    9,787
    
    
    
    46
    
    
    
    1,169
    
    
    
    9,833
    
    
    
    11,002
    
    
    
    334
    
    
    Dec-96
    
    Jun-07
    
    237 yearsSyracuse  Dewitt
    
    NY
    
    
    (1
    )
    
    
    299
    
    
    
    7,034
    
    
    
    27
    
    
    
    299
    
    
    
    7,061
    
    
    
    7,360
    
    
    
    246
    
    
    Dec-96
    
    Jun-07
    
    237 yearsWhite Plains  Elmsford
    
    NY
    
    
    (1
    )
    
    
    2,663
    
    
    
    25,083
    
    
    
    313
    
    
    
    2,663
    
    
    
    25,396
    
    
    
    28,059
    
    
    
    741
    
    
    Dec-00
    
    Jun-07
    
    241 yearsAkron  Copley
    
    OH
    
    
    (1
    )
    
    
    492
    
    
    
    2,246
    
    
    
    24
    
    
    
    492
    
    
    
    2,269
    
    
    
    2,761
    
    
    
    87
    
    
    Nov-96
    
    Jun-07
    
    239 yearsAkron  Copley
    
    OH
    
    
    (1
    )
    
    
    683
    
    
    
    6,067
    
    
    
    49
    
    
    
    683
    
    
    
    6,115
    
    
    
    6,798
    
    
    
    331
    
    
    Feb-97
    
    Jun-07
    
    238 yearsCincinnati  Blue Ash  North
    
    OH
    
    
    (1
    )
    
    
    2,225
    
    
    
    2,399
    
    
    
    16
    
    
    
    2,225
    
    
    
    2,415
    
    
    
    4,640
    
    
    
    392
    
    
    Dec-98
    
    Jun-07
    
    241 yearsCincinnati  Blue Ash  South
    
    OH
    
    
    (1
    )
    
    
    1,151
    
    
    
    1,476
    
    
    
    32
    
    
    
    1,151
    
    
    
    1,508
    
    
    
    2,659
    
    
    
    68
    
    
    Dec-91
    
    Jun-07
    
    232 yearsCincinnati  Fairfield
    
    OH
    
    
    (1
    )
    
    
    1,085
    
    
    
    2,417
    
    
    
    34
    
    
    
    1,085
    
    
    
    2,451
    
    
    
    3,536
    
    
    
    224
    
    
    Jun-89
    
    Jun-07
    
    230 yearsCincinnati  Sharonville
    
    OH
    
    
    (1
    )
    
    
    2,321
    
    
    
    3,271
    
    
    
    15
    
    
    
    2,321
    
    
    
    3,286
    
    
    
    5,607
    
    
    
    185
    
    
    Jul-96
    
    Jun-07
    
    234 yearsCincinnati  Springdale  North
    
    OH
    
    
    (1
    )
    
    
    2,194
    
    
    
    4,680
    
    
    
    85
    
    
    
    2,194
    
    
    
    4,765
    
    
    
    6,959
    
    
    
    213
    
    
    Nov-96
    
    Jun-07
    
    234 yearsCincinnati  Springdale  South
    
    OH
    
    
    (1
    )
    
    
    2,238
    
    
    
    3,417
    
    
    
    44
    
    
    
    2,238
    
    
    
    3,461
    
    
    
    5,699
    
    
    
    206
    
    
    Nov-88
    
    Jun-07
    
    229 yearsCleveland  Airport  North Olmsted
    
    OH
    
    
    (1
    )
    
    
    1,121
    
    
    
    2,165
    
    
    
    15
    
    
    
    1,121
    
    
    
    2,180
    
    
    
    3,302
    
    
    
    90
    
    
    Sep-97
    
    Jun-07
    
    240 yearsCleveland  Beachwood
    
    OH
    
    
    (1
    )
    
    
    1,133
    
    
    
    6,470
    
    
    
    43
    
    
    
    1,133
    
    
    
    6,513
    
    
    
    7,647
    
    
    
    262
    
    
    Jan-02
    
    Jun-07
    
    240 yearsCleveland  Brooklyn
    
    OH
    
    
    (1
    )
    
    
    821
    
    
    
    7,486
    
    
    
    55
    
    
    
    821
    
    
    
    7,541
    
    
    
    8,362
    
    
    
    253
    
    
    Dec-99
    
    Jun-07
    
    237 yearsCleveland  Middleburg Heights
    
    OH
    
    
    (1
    )
    
    
    861
    
    
    
    1,819
    
    
    
    28
    
    
    
    861
    
    
    
    1,847
    
    
    
    2,708
    
    
    
    71
    
    
    Nov-97
    
    Jun-07
    
    240 yearsCleveland  Westlake
    
    OH
    
    
    (1
    )
    
    
    1,430
    
    
    
    2,399
    
    
    
    20
    
    
    
    1,430
    
    
    
    2,419
    
    
    
    3,849
    
    
    
    145
    
    
    Nov-97
    
    Jun-07
    
    240 yearsColumbus  Dublin
    
    OH
    
    
    (1
    )
    
    
    1,253
    
    
    
    6,981
    
    
    
    25
    
    
    
    1,253
    
    
    
    7,006
    
    
    
    8,259
    
    
    
    246
    
    
    Jan-98
    
    Jun-07
    
    236 yearsColumbus  East
    
    OH
    
    
    (1
    )
    
    
    561
    
    
    
    1,941
    
    
    
    57
    
    
    
    561
    
    
    
    1,998
    
    
    
    2,560
    
    
    
    88
    
    
    Aug-99
    
    Jun-07
    
    230 yearsColumbus  Easton
    
    OH
    
    
    (1
    )
    
    
    955
    
    
    
    8,620
    
    
    
    330
    
    
    
    955
    
    
    
    8,951
    
    
    
    9,905
    
    
    
    283
    
    
    Mar-99
    
    Jun-07
    
    240 yearsColumbus  North
    
    OH
    
    
    (1
    )
    
    
    978
    
    
    
    3,779
    
    
    
    67
    
    
    
    978
    
    
    
    3,846
    
    
    
    4,823
    
    
    
    209
    
    
    Jun-97
    
    Jun-07
    
    238 yearsColumbus  Polaris
    
    OH
    
    
    (1
    )
    
    
    1,962
    
    
    
    11,578
    
    
    
    39
    
    
    
    1,962
    
    
    
    11,617
    
    
    
    13,579
    
    
    
    486
    
    
    Dec-98
    
    Jun-07
    
    243 yearsColumbus  Sawmill Rd.
    
    OH
    
    
    (1
    )
    
    
    500
    
    
    
    2,857
    
    
    
    20
    
    
    
    500
    
    
    
    2,877
    
    
    
    3,377
    
    
    
    221
    
    
    May-90
    
    Jun-07
    
    231 yearsColumbus  Tuttle
    
    OH
    
    
    (1
    )
    
    
    676
    
    
    
    5,142
    
    
    
    25
    
    
    
    676
    
    
    
    5,167
    
    
    
    5,843
    
    
    
    265
    
    
    Jun-98
    
    Jun-07
    
    243 yearsColumbus  Worthington
    
    OH
    
    
    (1
    )
    
    
    768
    
    
    
    5,160
    
    
    
    29
    
    
    
    768
    
    
    
    5,189
    
    
    
    5,957
    
    
    
    173
    
    
    Dec-98
    
    Jun-07
    
    239 yearsDayton  Fairborn
    
    OH
    
    
    (1
    )
    
    
    744
    
    
    
    4,481
    
    
    
    23
    
    
    
    744
    
    
    
    4,505
    
    
    
    5,249
    
    
    
    150
    
    
    Jan-97
    
    Jun-07
    
    240 yearsDayton  North
    
    OH
    
    
    (1
    )
    
    
    631
    
    
    
    7,097
    
    
    
    37
    
    
    
    631
    
    
    
    7,133
    
    
    
    7,765
    
    
    
    363
    
    
    Feb-00
    
    Jun-07
    
    238 yearsDayton  South
    
    OH
    
    
    (1
    )
    
    
    419
    
    
    
    6,608
    
    
    
    43
    
    
    
    419
    
    
    
    6,651
    
    
    
    7,070
    
    
    
    375
    
    
    Nov-89
    
    Jun-07
    
    230 yearsToledo  Findlay  Tiffin Avenue
    
    OH
    
    
    
    
    
    
    664
    
    
    
    6,062
    
    
    
    498
    
    
    
    664
    
    
    
    6,560
    
    
    
    7,223
    
    
    
    216
    
    
    Mar-07
    
    Jun-07
    
    241 yearsToledo  Holland
    
    OH
    
    
    (1
    )
    
    
    599
    
    
    
    7,495
    
    
    
    21
    
    
    
    599
    
    
    
    7,517
    
    
    
    8,116
    
    
    
    318
    
    
    Jan-97
    
    Jun-07
    
    238 yearsToledo  Maumee
    
    OH
    
    
    (1
    )
    
    
    477
    
    
    
    4,013
    
    
    
    45
    
    
    
    477
    
    
    
    4,058
    
    
    
    4,535
    
    
    
    139
    
    
    Jun-97
    
    Jun-07
    
    240 yearsOklahoma City  Airport
    
    OK
    
    
    (1
    )
    
    
    734
    
    
    
    6,267
    
    
    
    44
    
    
    
    734
    
    
    
    6,311
    
    
    
    7,045
    
    
    
    225
    
    
    Sep-97
    
    Jun-07
    
    238 yearsOklahoma City  Northwest
    
    OK
    
    
    (1
    )
    
    
    602
    
    
    
    3,902
    
    
    
    27
    
    
    
    602
    
    
    
    3,929
    
    
    
    4,531
    
    
    
    230
    
    
    Jan-98
    
    Jun-07
    
    241 yearsOklahoma City  NW Expressway
    
    OK
    
    
    (1
    )
    
    
    674
    
    
    
    8,302
    
    
    
    47
    
    
    
    674
    
    
    
    8,349
    
    
    
    9,023
    
    
    
    285
    
    
    Feb-99
    
    Jun-07
    
    237 yearsTulsa  Central
    
    OK
    
    
    (1
    )
    
    
    439
    
    
    
    3,586
    
    
    
    23
    
    
    
    439
    
    
    
    3,609
    
    
    
    4,048
    
    
    
    122
    
    
    Jun-97
    
    Jun-07
    
    240 yearsTulsa  Central
    
    OK
    
    
    (1
    )
    
    
    483
    
    
    
    6,800
    
    
    
    35
    
    
    
    483
    
    
    
    6,835
    
    
    
    7,317
    
    
    
    265
    
    
    Apr-97
    
    Jun-07
    
    235 yearsEugene  Springfield
    
    OR
    
    
    (1
    )
    
    
    998
    
    
    
    9,433
    
    
    
    22
    
    
    
    998
    
    
    
    9,455
    
    
    
    10,453
    
    
    
    337
    
    
    Nov-97
    
    Jun-07
    
    235 yearsPortland  Beaverton
    
    OR
    
    
    (1
    )
    
    
    1,672
    
    
    
    8,136
    
    
    
    47
    
    
    
    1,672
    
    
    
    8,183
    
    
    
    9,855
    
    
    
    293
    
    
    Oct-98
    
    Jun-07
    
    241 yearsPortland  Gresham
    
    OR
    
    
    (1
    )
    
    
    3,839
    
    
    
    3,395
    
    
    
    73
    
    
    
    3,839
    
    
    
    3,467
    
    
    
    7,306
    
    
    
    137
    
    
    Jan-98
    
    Jun-07
    
    239 yearsPortland  Hillsboro
    
    OR
    
    
    (1
    )
    
    
    2,685
    
    
    
    10,600
    
    
    
    23
    
    
    
    2,685
    
    
    
    10,623
    
    
    
    13,308
    
    
    
    481
    
    
    Oct-04
    
    Jun-07
    
    243 yearsSalem  North
    
    OR
    
    
    (1
    )
    
    
    1,169
    
    
    
    4,193
    
    
    
    16
    
    
    
    1,169
    
    
    
    4,209
    
    
    
    5,378
    
    
    
    170
    
    
    Oct-98
    
    Jun-07
    
    239 years
  F-90




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedAllentown  Bethlehem
    
    PA
    
    
    (1
    )
    
    
    695
    
    
    
    11,248
    
    
    
    11
    
    
    
    695
    
    
    
    11,259
    
    
    
    11,953
    
    
    
    336
    
    
    Sep-03
    
    Jun-07
    
    241 yearsPhiladelphia  Airport
    
    PA
    
    
    (1
    )
    
    
    6,725
    
    
    
    7,800
    
    
    
    53
    
    
    
    6,725
    
    
    
    7,853
    
    
    
    14,578
    
    
    
    268
    
    
    Feb-98
    
    Jun-07
    
    239 yearsPhiladelphia  Airport
    
    PA
    
    
    (1
    )
    
    
    3,791
    
    
    
    10,576
    
    
    
    35
    
    
    
    3,791
    
    
    
    10,611
    
    
    
    14,402
    
    
    
    358
    
    
    May-98
    
    Jun-07
    
    241 yearsPhiladelphia  Bensalem
    
    PA
    
    
    (1
    )
    
    
    3,427
    
    
    
    8,234
    
    
    
    23
    
    
    
    3,427
    
    
    
    8,257
    
    
    
    11,684
    
    
    
    269
    
    
    Jun-98
    
    Jun-07
    
    239 yearsPhiladelphia  Exton
    
    PA
    
    
    (1
    )
    
    
    2,403
    
    
    
    10,079
    
    
    
    64
    
    
    
    2,403
    
    
    
    10,143
    
    
    
    12,546
    
    
    
    347
    
    
    Jan-99
    
    Jun-07
    
    237 yearsPhiladelphia  Horsham
    
    PA
    
    
    (1
    )
    
    
    7,078
    
    
    
    2,017
    
    
    
    19
    
    
    
    7,078
    
    
    
    2,036
    
    
    
    9,114
    
    
    
    81
    
    
    Dec-01
    
    Jun-07
    
    239 yearsPhiladelphia  Malvern
    
    PA
    
    
    (1
    )
    
    
    191
    
    
    
    8,928
    
    
    
    28
    
    
    
    191
    
    
    
    8,956
    
    
    
    9,147
    
    
    
    306
    
    
    Feb-99
    
    Jun-07
    
    237 yearsPhiladelphia  Plymouth Meeting
    
    PA
    
    
    (1
    )
    
    
    3,197
    
    
    
    13,721
    
    
    
    40
    
    
    
    3,197
    
    
    
    13,761
    
    
    
    16,958
    
    
    
    410
    
    
    Nov-03
    
    Jun-07
    
    241 yearsPittsburgh  Airport
    
    PA
    
    
    (1
    )
    
    
    402
    
    
    
    6,288
    
    
    
    28
    
    
    
    402
    
    
    
    6,316
    
    
    
    6,718
    
    
    
    242
    
    
    Apr-98
    
    Jun-07
    
    241 yearsPittsburgh  Carnegie
    
    PA
    
    
    (1
    )
    
    
    484
    
    
    
    7,324
    
    
    
    21
    
    
    
    484
    
    
    
    7,345
    
    
    
    7,829
    
    
    
    239
    
    
    Jun-97
    
    Jun-07
    
    238 yearsPittsburgh  Monroeville
    
    PA
    
    
    (1
    )
    
    
    627
    
    
    
    10,527
    
    
    
    17
    
    
    
    627
    
    
    
    10,544
    
    
    
    11,171
    
    
    
    348
    
    
    Sep-99
    
    Jun-07
    
    237 yearsPittsburgh  West Mifflin
    
    PA
    
    
    (1
    )
    
    
    437
    
    
    
    7,642
    
    
    
    19
    
    
    
    437
    
    
    
    7,661
    
    
    
    8,098
    
    
    
    236
    
    
    Nov-03
    
    Jun-07
    
    241 yearsWilkes Barre  Hwy 315
    
    PA
    
    
    
    
    
    
    345
    
    
    
    7,962
    
    
    
    120
    
    
    
    345
    
    
    
    8,082
    
    
    
    8,426
    
    
    
    262
    
    
    Apr-07
    
    Jun-07
    
    237 yearsProvidence  Airport  Warwick
    
    RI
    
    
    (1
    )
    
    
    653
    
    
    
    8,029
    
    
    
    84
    
    
    
    653
    
    
    
    8,113
    
    
    
    8,766
    
    
    
    254
    
    
    Nov-01
    
    Jun-07
    
    239 yearsProvidence  Airport  West Warwick
    
    RI
    
    
    (1
    )
    
    
    530
    
    
    
    7,961
    
    
    
    13
    
    
    
    530
    
    
    
    7,974
    
    
    
    8,504
    
    
    
    391
    
    
    Oct-01
    
    Jun-07
    
    239 yearsProvidence  East Providence
    
    RI
    
    
    (1
    )
    
    
    1,252
    
    
    
    13,444
    
    
    
    18
    
    
    
    1,252
    
    
    
    13,462
    
    
    
    14,714
    
    
    
    408
    
    
    Dec-02
    
    Jun-07
    
    240 yearsCharleston  Airport  North Charleston
    
    SC
    
    
    (1
    )
    
    
    876
    
    
    
    8,825
    
    
    
    29
    
    
    
    876
    
    
    
    8,853
    
    
    
    9,729
    
    
    
    429
    
    
    Aug-96
    
    Jun-07
    
    234 yearsCharleston  Mt. Pleasant
    
    SC
    
    
    (1
    )
    
    
    930
    
    
    
    11,302
    
    
    
    18
    
    
    
    930
    
    
    
    11,320
    
    
    
    12,250
    
    
    
    392
    
    
    Jan-98
    
    Jun-07
    
    239 yearsCharleston  North Charleston
    
    SC
    
    
    (1
    )
    
    
    502
    
    
    
    8,574
    
    
    
    42
    
    
    
    502
    
    
    
    8,616
    
    
    
    9,118
    
    
    
    280
    
    
    Sep-96
    
    Jun-07
    
    239 yearsColumbia  Ft. Jackson
    
    SC
    
    
    (1
    )
    
    
    971
    
    
    
    12,973
    
    
    
    20
    
    
    
    971
    
    
    
    12,993
    
    
    
    13,964
    
    
    
    642
    
    
    May-97
    
    Jun-07
    
    235 yearsColumbia  Harbison
    
    SC
    
    
    (1
    )
    
    
    711
    
    
    
    8,445
    
    
    
    27
    
    
    
    711
    
    
    
    8,472
    
    
    
    9,183
    
    
    
    308
    
    
    Oct-04
    
    Jun-07
    
    243 yearsColumbia  West
    
    SC
    
    
    (1
    )
    
    
    536
    
    
    
    4,491
    
    
    
    22
    
    
    
    536
    
    
    
    4,512
    
    
    
    5,048
    
    
    
    153
    
    
    Dec-95
    
    Jun-07
    
    238 yearsColumbia  West
    
    SC
    
    
    (1
    )
    
    
    949
    
    
    
    5,890
    
    
    
    44
    
    
    
    949
    
    
    
    5,934
    
    
    
    6,883
    
    
    
    251
    
    
    Apr-96
    
    Jun-07
    
    234 yearsGreenville  Airport
    
    SC
    
    
    (1
    )
    
    
    1,140
    
    
    
    8,950
    
    
    
    23
    
    
    
    1,140
    
    
    
    8,974
    
    
    
    10,113
    
    
    
    347
    
    
    Dec-96
    
    Jun-07
    
    237 yearsGreenville  Haywood Mall
    
    SC
    
    
    (1
    )
    
    
    1,095
    
    
    
    5,281
    
    
    
    87
    
    
    
    1,095
    
    
    
    5,368
    
    
    
    6,463
    
    
    
    183
    
    
    Feb-95
    
    Jun-07
    
    238 yearsSpartanburg  Asheville Hwy.
    
    SC
    
    
    (1
    )
    
    
    729
    
    
    
    5,685
    
    
    
    33
    
    
    
    729
    
    
    
    5,719
    
    
    
    6,448
    
    
    
    316
    
    
    Aug-95
    
    Jun-07
    
    233 yearsChattanooga  Airport
    
    TN
    
    
    (1
    )
    
    
    504
    
    
    
    3,053
    
    
    
    60
    
    
    
    504
    
    
    
    3,113
    
    
    
    3,617
    
    
    
    330
    
    
    Jul-96
    
    Jun-07
    
    234 yearsKnoxville  Cedar Bluff
    
    TN
    
    
    (1
    )
    
    
    372
    
    
    
    6,405
    
    
    
    16
    
    
    
    372
    
    
    
    6,421
    
    
    
    6,793
    
    
    
    241
    
    
    May-97
    
    Jun-07
    
    235 yearsKnoxville  West Hills
    
    TN
    
    
    (1
    )
    
    
    335
    
    
    
    4,547
    
    
    
    10
    
    
    
    335
    
    
    
    4,557
    
    
    
    4,892
    
    
    
    193
    
    
    Sep-90
    
    Jun-07
    
    231 yearsMemphis  Apple Tree
    
    TN
    
    
    (1
    )
    
    
    594
    
    
    
    2,020
    
    
    
    31
    
    
    
    594
    
    
    
    2,051
    
    
    
    2,646
    
    
    
    103
    
    
    Oct-90
    
    Jun-07
    
    231 yearsMemphis  Cordova
    
    TN
    
    
    (1
    )
    
    
    443
    
    
    
    2,689
    
    
    
    11
    
    
    
    443
    
    
    
    2,700
    
    
    
    3,143
    
    
    
    101
    
    
    Dec-96
    
    Jun-07
    
    239 yearsMemphis  Mt. Moriah
    
    TN
    
    
    (1
    )
    
    
    693
    
    
    
    5,999
    
    
    
    29
    
    
    
    693
    
    
    
    6,028
    
    
    
    6,722
    
    
    
    215
    
    
    Jan-99
    
    Jun-07
    
    240 yearsMemphis  Poplar Avenue
    
    TN
    
    
    (1
    )
    
    
    673
    
    
    
    6,759
    
    
    
    8
    
    
    
    673
    
    
    
    6,767
    
    
    
    7,440
    
    
    
    240
    
    
    Sep-99
    
    Jun-07
    
    237 yearsMemphis  Sycamore View
    
    TN
    
    
    (1
    )
    
    
    557
    
    
    
    7,817
    
    
    
    39
    
    
    
    557
    
    
    
    7,856
    
    
    
    8,413
    
    
    
    310
    
    
    Jan-97
    
    Jun-07
    
    235 yearsMemphis  Wolfchase Galleria
    
    TN
    
    
    (1
    )
    
    
    923
    
    
    
    11,285
    
    
    
    25
    
    
    
    923
    
    
    
    11,310
    
    
    
    12,234
    
    
    
    419
    
    
    Oct-04
    
    Jun-07
    
    243 yearsNashville  Airport
    
    TN
    
    
    (1
    )
    
    
    1,612
    
    
    
    1,346
    
    
    
    25
    
    
    
    1,612
    
    
    
    1,371
    
    
    
    2,983
    
    
    
    64
    
    
    Sep-93
    
    Jun-07
    
    236 yearsNashville  Airport
    
    TN
    
    
    (1
    )
    
    
    1,950
    
    
    
    4,380
    
    
    
    16
    
    
    
    1,950
    
    
    
    4,396
    
    
    
    6,346
    
    
    
    184
    
    
    Feb-97
    
    Jun-07
    
    235 yearsNashville  Airport  Briley Pkwy.
    
    TN
    
    
    (1
    )
    
    
    2,226
    
    
    
    3,251
    
    
    
    48
    
    
    
    2,226
    
    
    
    3,299
    
    
    
    5,525
    
    
    
    141
    
    
    Oct-97
    
    Jun-07
    
    235 yearsNashville  Brentwood
    
    TN
    
    
    (1
    )
    
    
    490
    
    
    
    2,426
    
    
    
    11
    
    
    
    490
    
    
    
    2,437
    
    
    
    2,927
    
    
    
    102
    
    
    Dec-90
    
    Jun-07
    
    233 yearsNashville  Brentwood
    
    TN
    
    
    (1
    )
    
    
    1,121
    
    
    
    7,748
    
    
    
    20
    
    
    
    1,121
    
    
    
    7,768
    
    
    
    8,888
    
    
    
    331
    
    
    Sep-96
    
    Jun-07
    
    234 yearsNashville  Vanderbilt
    
    TN
    
    
    (1
    )
    
    
    1,290
    
    
    
    15,971
    
    
    
    28
    
    
    
    1,290
    
    
    
    15,999
    
    
    
    17,289
    
    
    
    481
    
    
    May-02
    
    Jun-07
    
    240 yearsAmarillo  West
    
    TX
    
    
    (1
    )
    
    
    378
    
    
    
    5,819
    
    
    
    34
    
    
    
    378
    
    
    
    5,853
    
    
    
    6,232
    
    
    
    193
    
    
    Sep-00
    
    Jun-07
    
    238 yearsAustin  Arboretum
    
    TX
    
    
    (1
    )
    
    
    837
    
    
    
    8,439
    
    
    
    36
    
    
    
    837
    
    
    
    8,474
    
    
    
    9,311
    
    
    
    269
    
    
    Mar-99
    
    Jun-07
    
    240 yearsAustin  Arboretum  North
    
    TX
    
    
    (1
    )
    
    
    1,152
    
    
    
    9,692
    
    
    
    29
    
    
    
    1,152
    
    
    
    9,721
    
    
    
    10,874
    
    
    
    320
    
    
    Oct-04
    
    Jun-07
    
    243 yearsAustin  Downtown6th St.
    
    TX
    
    
    (1
    )
    
    
    612
    
    
    
    14,962
    
    
    
    86
    
    
    
    612
    
    
    
    15,047
    
    
    
    15,659
    
    
    
    520
    
    
    Nov-00
    
    Jun-07
    
    241 yearsAustin  Metro
    
    TX
    
    
    (1
    )
    
    
    1,030
    
    
    
    6,054
    
    
    
    23
    
    
    
    1,030
    
    
    
    6,077
    
    
    
    7,107
    
    
    
    259
    
    
    Jan-98
    
    Jun-07
    
    241 yearsAustin  North Central
    
    TX
    
    
    (1
    )
    
    
    2,162
    
    
    
    6,278
    
    
    
    24
    
    
    
    2,162
    
    
    
    6,302
    
    
    
    8,464
    
    
    
    250
    
    
    Oct-04
    
    Jun-07
    
    243 years
  F-91




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedAustin  Northwest  Lakeline Mall
    
    TX
    
    
    (1
    )
    
    
    788
    
    
    
    7,381
    
    
    
    13
    
    
    
    788
    
    
    
    7,394
    
    
    
    8,182
    
    
    
    235
    
    
    Apr-02
    
    Jun-07
    
    240 yearsAustin  Northwest  Research Park
    
    TX
    
    
    (1
    )
    
    
    1,235
    
    
    
    11,628
    
    
    
    33
    
    
    
    1,235
    
    
    
    11,661
    
    
    
    12,895
    
    
    
    372
    
    
    Oct-04
    
    Jun-07
    
    243 yearsAustin  Round Rock  North
    
    TX
    
    
    (1
    )
    
    
    1,006
    
    
    
    7,779
    
    
    
    19
    
    
    
    1,006
    
    
    
    7,799
    
    
    
    8,805
    
    
    
    257
    
    
    Dec-98
    
    Jun-07
    
    239 yearsAustin  Round Rock  South
    
    TX
    
    
    (1
    )
    
    
    912
    
    
    
    6,630
    
    
    
    12
    
    
    
    912
    
    
    
    6,641
    
    
    
    7,553
    
    
    
    201
    
    
    Aug-03
    
    Jun-07
    
    241 yearsAustin  Southwest
    
    TX
    
    
    (1
    )
    
    
    6,343
    
    
    
    8,262
    
    
    
    21
    
    
    
    6,343
    
    
    
    8,284
    
    
    
    14,626
    
    
    
    346
    
    
    Mar-02
    
    Jun-07
    
    240 yearsAustin  West
    
    TX
    
    
    (1
    )
    
    
    980
    
    
    
    6,088
    
    
    
    55
    
    
    
    980
    
    
    
    6,143
    
    
    
    7,123
    
    
    
    239
    
    
    Aug-98
    
    Jun-07
    
    236 yearsCorpus Christi  Staples
    
    TX
    
    
    (1
    )
    
    
    305
    
    
    
    7,176
    
    
    
    28
    
    
    
    305
    
    
    
    7,205
    
    
    
    7,510
    
    
    
    244
    
    
    Jul-98
    
    Jun-07
    
    241 yearsDallas  Arlington
    
    TX
    
    
    (1
    )
    
    
    863
    
    
    
    6,209
    
    
    
    45
    
    
    
    863
    
    
    
    6,254
    
    
    
    7,118
    
    
    
    217
    
    
    Sep-97
    
    Jun-07
    
    240 yearsDallas  Bedford
    
    TX
    
    
    (1
    )
    
    
    599
    
    
    
    5,116
    
    
    
    28
    
    
    
    599
    
    
    
    5,144
    
    
    
    5,743
    
    
    
    208
    
    
    Dec-98
    
    Jun-07
    
    241 yearsDallas  Farmers Branch
    
    TX
    
    
    (1
    )
    
    
    1,305
    
    
    
    2,895
    
    
    
    41
    
    
    
    1,305
    
    
    
    2,936
    
    
    
    4,241
    
    
    
    229
    
    
    Oct-98
    
    Jun-07
    
    241 yearsDallas  Greenville Avenue
    
    TX
    
    
    (1
    )
    
    
    1,453
    
    
    
    5,019
    
    
    
    33
    
    
    
    1,453
    
    
    
    5,051
    
    
    
    6,504
    
    
    
    180
    
    
    Nov-98
    
    Jun-07
    
    239 yearsDallas  Irving
    
    TX
    
    
    (1
    )
    
    
    1,492
    
    
    
    2,782
    
    
    
    22
    
    
    
    1,492
    
    
    
    2,804
    
    
    
    4,295
    
    
    
    117
    
    
    Jun-98
    
    Jun-07
    
    239 yearsDallas  Las Colinas  Green Park Dr.
    
    TX
    
    
    (1
    )
    
    
    1,969
    
    
    
    4,489
    
    
    
    56
    
    
    
    1,969
    
    
    
    4,545
    
    
    
    6,515
    
    
    
    175
    
    
    Oct-04
    
    Jun-07
    
    243 yearsDallas  Las Colinas  Meadow Creek Dr.
    
    TX
    
    
    (1
    )
    
    
    2,053
    
    
    
    4,445
    
    
    
    43
    
    
    
    2,053
    
    
    
    4,487
    
    
    
    6,541
    
    
    
    219
    
    
    Jan-98
    
    Jun-07
    
    241 yearsDallas  Lewisville
    
    TX
    
    
    (1
    )
    
    
    706
    
    
    
    4,677
    
    
    
    16
    
    
    
    706
    
    
    
    4,693
    
    
    
    5,398
    
    
    
    168
    
    
    Dec-98
    
    Jun-07
    
    236 yearsDallas  Market Center
    
    TX
    
    
    (1
    )
    
    
    1,473
    
    
    
    6,577
    
    
    
    24
    
    
    
    1,473
    
    
    
    6,601
    
    
    
    8,074
    
    
    
    244
    
    
    Sep-97
    
    Jun-07
    
    240 yearsDallas  Mesquite
    
    TX
    
    
    (1
    )
    
    
    1,637
    
    
    
    2,655
    
    
    
    54
    
    
    
    1,637
    
    
    
    2,709
    
    
    
    4,347
    
    
    
    124
    
    
    Jan-98
    
    Jun-07
    
    239 yearsDallas  North  Park Central
    
    TX
    
    
    (1
    )
    
    
    1,736
    
    
    
    3,637
    
    
    
    46
    
    
    
    1,736
    
    
    
    3,683
    
    
    
    5,419
    
    
    
    138
    
    
    Oct-04
    
    Jun-07
    
    243 yearsDallas  Plano
    
    TX
    
    
    (1
    )
    
    
    1,317
    
    
    
    9,138
    
    
    
    44
    
    
    
    1,317
    
    
    
    9,182
    
    
    
    10,500
    
    
    
    295
    
    
    Oct-04
    
    Jun-07
    
    243 yearsDallas  Plano  Plano Parkway
    
    TX
    
    
    (1
    )
    
    
    1,208
    
    
    
    5,070
    
    
    
    21
    
    
    
    1,208
    
    
    
    5,091
    
    
    
    6,298
    
    
    
    171
    
    
    Dec-97
    
    Jun-07
    
    240 yearsEl Paso  Airport
    
    TX
    
    
    (1
    )
    
    
    876
    
    
    
    14,578
    
    
    
    33
    
    
    
    876
    
    
    
    14,610
    
    
    
    15,487
    
    
    
    507
    
    
    Jan-97
    
    Jun-07
    
    235 yearsEl Paso  West
    
    TX
    
    
    (1
    )
    
    
    896
    
    
    
    5,852
    
    
    
    32
    
    
    
    896
    
    
    
    5,885
    
    
    
    6,781
    
    
    
    190
    
    
    Dec-97
    
    Jun-07
    
    240 yearsFort Worth  City View
    
    TX
    
    
    (1
    )
    
    
    875
    
    
    
    6,739
    
    
    
    20
    
    
    
    875
    
    
    
    6,758
    
    
    
    7,634
    
    
    
    228
    
    
    Jul-98
    
    Jun-07
    
    241 yearsFort Worth  City View
    
    TX
    
    
    (1
    )
    
    
    872
    
    
    
    9,606
    
    
    
    50
    
    
    
    872
    
    
    
    9,656
    
    
    
    10,529
    
    
    
    327
    
    
    May-98
    
    Jun-07
    
    237 yearsFort Worth  Fossil Creek
    
    TX
    
    
    (1
    )
    
    
    614
    
    
    
    5,779
    
    
    
    15
    
    
    
    614
    
    
    
    5,794
    
    
    
    6,408
    
    
    
    213
    
    
    Oct-98
    
    Jun-07
    
    241 yearsFort Worth  Fossil Creek
    
    TX
    
    
    (1
    )
    
    
    669
    
    
    
    4,852
    
    
    
    51
    
    
    
    669
    
    
    
    4,904
    
    
    
    5,573
    
    
    
    182
    
    
    Dec-98
    
    Jun-07
    
    239 yearsHouston  Galleria
    
    TX
    
    
    (1
    )
    
    
    953
    
    
    
    10,658
    
    
    
    38
    
    
    
    953
    
    
    
    10,695
    
    
    
    11,648
    
    
    
    337
    
    
    Mar-99
    
    Jun-07
    
    240 yearsHouston  Greenspoint
    
    TX
    
    
    (1
    )
    
    
    1,288
    
    
    
    3,408
    
    
    
    31
    
    
    
    1,288
    
    
    
    3,439
    
    
    
    4,727
    
    
    
    120
    
    
    Jul-98
    
    Jun-07
    
    241 yearsHouston  Greenway Plaza
    
    TX
    
    
    (1
    )
    
    
    1,009
    
    
    
    10,025
    
    
    
    31
    
    
    
    1,009
    
    
    
    10,056
    
    
    
    11,065
    
    
    
    349
    
    
    Sep-98
    
    Jun-07
    
    236 yearsHouston  Katy Freeway
    
    TX
    
    
    (1
    )
    
    
    1,141
    
    
    
    5,761
    
    
    
    47
    
    
    
    1,141
    
    
    
    5,807
    
    
    
    6,948
    
    
    
    201
    
    
    Apr-99
    
    Jun-07
    
    237 yearsHouston  Med. Ctr.  Reliant Pk.  Braeswood
Blvd.
    
    TX
    
    
    (1
    )
    
    
    1,394
    
    
    
    15,130
    
    
    
    36
    
    
    
    1,394
    
    
    
    15,166
    
    
    
    16,560
    
    
    
    473
    
    
    Oct-04
    
    Jun-07
    
    243 yearsHouston  Med. Ctr.  Reliant Pk.  La Concha Ln.
    
    TX
    
    
    (1
    )
    
    
    1,080
    
    
    
    7,663
    
    
    
    42
    
    
    
    1,080
    
    
    
    7,705
    
    
    
    8,785
    
    
    
    263
    
    
    Dec-97
    
    Jun-07
    
    240 yearsHouston  NASA
    
    TX
    
    
    (1
    )
    
    
    1,663
    
    
    
    9,209
    
    
    
    33
    
    
    
    1,663
    
    
    
    9,242
    
    
    
    10,905
    
    
    
    301
    
    
    Sep-98
    
    Jun-07
    
    239 yearsHouston  NASA  Bay Area Blvd.
    
    TX
    
    
    (1
    )
    
    
    1,181
    
    
    
    10,971
    
    
    
    48
    
    
    
    1,181
    
    
    
    11,019
    
    
    
    12,200
    
    
    
    327
    
    
    Oct-04
    
    Jun-07
    
    243 yearsHouston  Northwest
    
    TX
    
    
    (1
    )
    
    
    1,273
    
    
    
    6,242
    
    
    
    42
    
    
    
    1,273
    
    
    
    6,284
    
    
    
    7,557
    
    
    
    216
    
    
    Sep-97
    
    Jun-07
    
    240 yearsHouston  Northwest
    
    TX
    
    
    (1
    )
    
    
    1,237
    
    
    
    4,355
    
    
    
    41
    
    
    
    1,237
    
    
    
    4,396
    
    
    
    5,634
    
    
    
    172
    
    
    Jun-98
    
    Jun-07
    
    239 yearsHouston  Stafford
    
    TX
    
    
    (1
    )
    
    
    1,571
    
    
    
    4,141
    
    
    
    36
    
    
    
    1,571
    
    
    
    4,177
    
    
    
    5,748
    
    
    
    138
    
    
    Oct-04
    
    Jun-07
    
    243 yearsHouston  The Woodlands
    
    TX
    
    
    (1
    )
    
    
    731
    
    
    
    9,033
    
    
    
    50
    
    
    
    731
    
    
    
    9,082
    
    
    
    9,813
    
    
    
    295
    
    
    Jun-98
    
    Jun-07
    
    239 yearsHouston  West Oaks
    
    TX
    
    
    (1
    )
    
    
    1,384
    
    
    
    4,920
    
    
    
    33
    
    
    
    1,384
    
    
    
    4,953
    
    
    
    6,337
    
    
    
    188
    
    
    May-98
    
    Jun-07
    
    239 yearsHouston  Westchase
    
    TX
    
    
    (1
    )
    
    
    908
    
    
    
    9,114
    
    
    
    38
    
    
    
    908
    
    
    
    9,152
    
    
    
    10,060
    
    
    
    283
    
    
    Dec-97
    
    Jun-07
    
    240 yearsHouston  Westchase
    
    TX
    
    
    (1
    )
    
    
    1,136
    
    
    
    6,384
    
    
    
    36
    
    
    
    1,136
    
    
    
    6,419
    
    
    
    7,555
    
    
    
    203
    
    
    Dec-98
    
    Jun-07
    
    241 yearsHouston  Willowbrook
    
    TX
    
    
    (1
    )
    
    
    1,202
    
    
    
    6,492
    
    
    
    43
    
    
    
    1,202
    
    
    
    6,536
    
    
    
    7,737
    
    
    
    214
    
    
    Dec-98
    
    Jun-07
    
    241 yearsLaredo  Del Mar
    
    TX
    
    
    (1
    )
    
    
    1,199
    
    
    
    10,424
    
    
    
    15
    
    
    
    1,199
    
    
    
    10,439
    
    
    
    11,638
    
    
    
    329
    
    
    Aug-01
    
    Jun-07
    
    239 yearsLubbock  Southwest
    
    TX
    
    
    (1
    )
    
    
    482
    
    
    
    7,115
    
    
    
    28
    
    
    
    482
    
    
    
    7,143
    
    
    
    7,625
    
    
    
    369
    
    
    Apr-02
    
    Jun-07
    
    243 yearsSan Antonio  Colonnade
    
    TX
    
    
    (1
    )
    
    
    1,626
    
    
    
    9,325
    
    
    
    9
    
    
    
    1,626
    
    
    
    9,335
    
    
    
    10,961
    
    
    
    302
    
    
    Feb-98
    
    Jun-07
    
    241 years
  F-92




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedWaco  Woodway
    
    TX
    
    
    (1
    )
    
    
    396
    
    
    
    9,137
    
    
    
    15
    
    
    
    396
    
    
    
    9,151
    
    
    
    9,548
    
    
    
    387
    
    
    Oct-01
    
    Jun-07
    
    239 yearsSalt Lake City  Sandy
    
    UT
    
    
    (1
    )
    
    
    1,061
    
    
    
    10,102
    
    
    
    19
    
    
    
    1,061
    
    
    
    10,120
    
    
    
    11,182
    
    
    
    324
    
    
    Jan-98
    
    Jun-07
    
    239 yearsSalt Lake City  Union Park
    
    UT
    
    
    (1
    )
    
    
    1,323
    
    
    
    9,167
    
    
    
    80
    
    
    
    1,323
    
    
    
    9,247
    
    
    
    10,570
    
    
    
    323
    
    
    Sep-97
    
    Jun-07
    
    235 yearsSalt Lake City  West Valley Center
    
    UT
    
    
    (1
    )
    
    
    1,351
    
    
    
    11,081
    
    
    
    26
    
    
    
    1,351
    
    
    
    11,107
    
    
    
    12,459
    
    
    
    509
    
    
    Aug-97
    
    Jun-07
    
    238 yearsChesapeake  Churchland Blvd.
    
    VA
    
    
    (1
    )
    
    
    572
    
    
    
    8,112
    
    
    
    19
    
    
    
    572
    
    
    
    8,131
    
    
    
    8,702
    
    
    
    287
    
    
    Jun-06
    
    Jun-07
    
    243 yearsChesapeake  Crossways Blvd.
    
    VA
    
    
    (1
    )
    
    
    1,063
    
    
    
    14,361
    
    
    
    139
    
    
    
    1,063
    
    
    
    14,500
    
    
    
    15,563
    
    
    
    586
    
    
    Aug-96
    
    Jun-07
    
    234 yearsChesapeake  Greenbrier Circle
    
    VA
    
    
    (1
    )
    
    
    410
    
    
    
    13,119
    
    
    
    15
    
    
    
    410
    
    
    
    13,134
    
    
    
    13,544
    
    
    
    460
    
    
    Jun-06
    
    Jun-07
    
    243 yearsHampton  Coliseum
    
    VA
    
    
    (1
    )
    
    
    3,394
    
    
    
    5,158
    
    
    
    22
    
    
    
    3,394
    
    
    
    5,180
    
    
    
    8,575
    
    
    
    207
    
    
    Jun-03
    
    Jun-07
    
    241 yearsLynchburg  University Blvd.
    
    VA
    
    
    (1
    )
    
    
    962
    
    
    
    9,937
    
    
    
    21
    
    
    
    962
    
    
    
    9,957
    
    
    
    10,919
    
    
    
    344
    
    
    Aug-03
    
    Jun-07
    
    241 yearsNewport News
 I-64Jefferson Avenue
    
    VA
    
    
    (1
    )
    
    
    869
    
    
    
    5,903
    
    
    
    20
    
    
    
    869
    
    
    
    5,923
    
    
    
    6,792
    
    
    
    196
    
    
    Jul-97
    
    Jun-07
    
    240 yearsNewport News  Oyster Point
    
    VA
    
    
    (1
    )
    
    
    892
    
    
    
    5,571
    
    
    
    47
    
    
    
    892
    
    
    
    5,618
    
    
    
    6,511
    
    
    
    255
    
    
    Dec-96
    
    Jun-07
    
    234 yearsRichmond
 I-64West Broad Street
    
    VA
    
    
    (1
    )
    
    
    209
    
    
    
    9,543
    
    
    
    28
    
    
    
    209
    
    
    
    9,571
    
    
    
    9,780
    
    
    
    385
    
    
    Dec-97
    
    Jun-07
    
    235 yearsRichmond
 I-64West Broad Street
    
    VA
    
    
    (1
    )
    
    
    630
    
    
    
    10,090
    
    
    
    24
    
    
    
    630
    
    
    
    10,114
    
    
    
    10,744
    
    
    
    315
    
    
    Apr-99
    
    Jun-07
    
    242 yearsRichmond  Innsbrook
    
    VA
    
    
    (1
    )
    
    
    878
    
    
    
    5,963
    
    
    
    32
    
    
    
    878
    
    
    
    5,995
    
    
    
    6,873
    
    
    
    198
    
    
    Jul-97
    
    Jun-07
    
    240 yearsRoanoke  Airport
    
    VA
    
    
    (1
    )
    
    
    191
    
    
    
    5,174
    
    
    
    12
    
    
    
    191
    
    
    
    5,186
    
    
    
    5,377
    
    
    
    188
    
    
    Feb-98
    
    Jun-07
    
    241 yearsVirginia Beach  Independence Blvd.
    
    VA
    
    
    (1
    )
    
    
    2,386
    
    
    
    12,036
    
    
    
    40
    
    
    
    2,386
    
    
    
    12,076
    
    
    
    14,462
    
    
    
    473
    
    
    Sep-96
    
    Jun-07
    
    234 yearsWashington, D.C.  Alexandria
    
    VA
    
    
    (1
    )
    
    
    3,621
    
    
    
    19,247
    
    
    
    19
    
    
    
    3,621
    
    
    
    19,267
    
    
    
    22,888
    
    
    
    753
    
    
    Jan-99
    
    Jun-07
    
    240 yearsWashington, D.C.  Centreville  Manassas
    
    VA
    
    
    (1
    )
    
    
    3,655
    
    
    
    8,839
    
    
    
    10
    
    
    
    3,655
    
    
    
    8,849
    
    
    
    12,503
    
    
    
    351
    
    
    Jan-04
    
    Jun-07
    
    242 yearsWashington, D.C.  Chantilly
    
    VA
    
    
    (1
    )
    
    
    2,293
    
    
    
    15,941
    
    
    
    13
    
    
    
    2,293
    
    
    
    15,954
    
    
    
    18,247
    
    
    
    528
    
    
    Mar-00
    
    Jun-07
    
    238 yearsWashington, D.C.  Chantilly
    
    VA
    
    
    (1
    )
    
    
    3,734
    
    
    
    9,821
    
    
    
    14
    
    
    
    3,734
    
    
    
    9,835
    
    
    
    13,568
    
    
    
    288
    
    
    Feb-98
    
    Jun-07
    
    241 yearsWashington, D.C.  Fairfax
    
    VA
    
    
    (1
    )
    
    
    2,297
    
    
    
    13,632
    
    
    
    239
    
    
    
    2,297
    
    
    
    13,871
    
    
    
    16,168
    
    
    
    464
    
    
    Mar-00
    
    Jun-07
    
    238 yearsWashington, D.C.  Fairfax
    
    VA
    
    
    (1
    )
    
    
    4,220
    
    
    
    11,333
    
    
    
    25
    
    
    
    4,220
    
    
    
    11,358
    
    
    
    15,578
    
    
    
    328
    
    
    Jun-99
    
    Jun-07
    
    242 yearsWashington, D.C.  Herndon
    
    VA
    
    
    (1
    )
    
    
    2,376
    
    
    
    13,262
    
    
    
    21
    
    
    
    2,376
    
    
    
    13,283
    
    
    
    15,659
    
    
    
    464
    
    
    Jan-05
    
    Jun-07
    
    243 yearsWashington, D.C.  Springfield
    
    VA
    
    
    (1
    )
    
    
    2,964
    
    
    
    23,917
    
    
    
    (3
    )
    
    
    2,964
    
    
    
    23,914
    
    
    
    26,878
    
    
    
    674
    
    
    Jan-04
    
    Jun-07
    
    242 yearsWashington, D.C.  Sterling
    
    VA
    
    
    (1
    )
    
    
    2,470
    
    
    
    13,128
    
    
    
    12
    
    
    
    2,470
    
    
    
    13,140
    
    
    
    15,609
    
    
    
    410
    
    
    Jul-98
    
    Jun-07
    
    239 yearsOlympia  Tumwater
    
    WA
    
    
    (1
    )
    
    
    2,728
    
    
    
    9,183
    
    
    
    28
    
    
    
    2,728
    
    
    
    9,211
    
    
    
    11,939
    
    
    
    292
    
    
    Jan-01
    
    Jun-07
    
    239 yearsPortland  Vancouver
    
    WA
    
    
    (1
    )
    
    
    1,184
    
    
    
    8,960
    
    
    
    42
    
    
    
    1,184
    
    
    
    9,001
    
    
    
    10,185
    
    
    
    294
    
    
    Sep-97
    
    Jun-07
    
    238 yearsSeattle  Bellevue
    
    WA
    
    
    (1
    )
    
    
    4,813
    
    
    
    19,697
    
    
    
    108
    
    
    
    4,813
    
    
    
    19,805
    
    
    
    24,618
    
    
    
    660
    
    
    Jan-98
    
    Jun-07
    
    236 yearsSeattle  Bothell
    
    WA
    
    
    (1
    )
    
    
    1,665
    
    
    
    13,440
    
    
    
    17
    
    
    
    1,665
    
    
    
    13,457
    
    
    
    15,122
    
    
    
    417
    
    
    May-01
    
    Jun-07
    
    239 yearsSeattle  Bothell
    
    WA
    
    
    (1
    )
    
    
    2,048
    
    
    
    16,976
    
    
    
    10
    
    
    
    2,048
    
    
    
    16,987
    
    
    
    19,034
    
    
    
    491
    
    
    Dec-98
    
    Jun-07
    
    241 yearsSeattle  Everett
    
    WA
    
    
    (1
    )
    
    
    1,233
    
    
    
    10,514
    
    
    
    61
    
    
    
    1,233
    
    
    
    10,575
    
    
    
    11,809
    
    
    
    339
    
    
    Apr-97
    
    Jun-07
    
    238 yearsSeattle  Everett
    
    WA
    
    
    (1
    )
    
    
    2,294
    
    
    
    10,185
    
    
    
    7
    
    
    
    2,294
    
    
    
    10,193
    
    
    
    12,487
    
    
    
    321
    
    
    May-99
    
    Jun-07
    
    242 yearsSeattle  Federal Way
    
    WA
    
    
    (1
    )
    
    
    1,333
    
    
    
    6,909
    
    
    
    29
    
    
    
    1,333
    
    
    
    6,938
    
    
    
    8,271
    
    
    
    232
    
    
    Aug-99
    
    Jun-07
    
    237 yearsSeattle  Kent
    
    WA
    
    
    (1
    )
    
    
    1,777
    
    
    
    8,140
    
    
    
    15
    
    
    
    1,777
    
    
    
    8,155
    
    
    
    9,932
    
    
    
    270
    
    
    Sep-98
    
    Jun-07
    
    239 yearsSeattle  Kent  Des Moines
    
    WA
    
    
    (1
    )
    
    
    1,777
    
    
    
    4,690
    
    
    
    24
    
    
    
    1,777
    
    
    
    4,714
    
    
    
    6,492
    
    
    
    172
    
    
    Sep-98
    
    Jun-07
    
    239 yearsSeattle  Lynnwood
    
    WA
    
    
    (1
    )
    
    
    2,097
    
    
    
    10,659
    
    
    
    17
    
    
    
    2,097
    
    
    
    10,676
    
    
    
    12,773
    
    
    
    346
    
    
    Feb-98
    
    Jun-07
    
    239 yearsSeattle  Mukilteo
    
    WA
    
    
    (1
    )
    
    
    1,560
    
    
    
    12,176
    
    
    
    12
    
    
    
    1,560
    
    
    
    12,188
    
    
    
    13,748
    
    
    
    372
    
    
    Mar-02
    
    Jun-07
    
    240 yearsSeattle  Northgate
    
    WA
    
    
    (1
    )
    
    
    1,688
    
    
    
    11,972
    
    
    
    20
    
    
    
    1,688
    
    
    
    11,993
    
    
    
    13,681
    
    
    
    367
    
    
    Dec-02
    
    Jun-07
    
    240 yearsSeattle  Renton
    
    WA
    
    
    (1
    )
    
    
    2,888
    
    
    
    10,434
    
    
    
    47
    
    
    
    2,888
    
    
    
    10,481
    
    
    
    13,369
    
    
    
    332
    
    
    Jun-98
    
    Jun-07
    
    241 yearsSeattle  Tukwila
    
    WA
    
    
    (1
    )
    
    
    1,481
    
    
    
    6,773
    
    
    
    45
    
    
    
    1,481
    
    
    
    6,818
    
    
    
    8,299
    
    
    
    242
    
    
    Jan-97
    
    Jun-07
    
    235 yearsSpokane  Valley
    
    WA
    
    
    (1
    )
    
    
    566
    
    
    
    4,705
    
    
    
    33
    
    
    
    566
    
    
    
    4,738
    
    
    
    5,304
    
    
    
    169
    
    
    May-98
    
    Jun-07
    
    239 yearsTacoma  Fife
    
    WA
    
    
    (1
    )
    
    
    1,333
    
    
    
    8,299
    
    
    
    12
    
    
    
    1,333
    
    
    
    8,311
    
    
    
    9,644
    
    
    
    269
    
    
    Oct-97
    
    Jun-07
    
    238 yearsTacoma  Hosmer
    
    WA
    
    
    (1
    )
    
    
    1,273
    
    
    
    6,311
    
    
    
    22
    
    
    
    1,273
    
    
    
    6,333
    
    
    
    7,606
    
    
    
    208
    
    
    Jan-99
    
    Jun-07
    
    240 yearsTacoma  Puyallup
    
    WA
    
    
    (1
    )
    
    
    1,742
    
    
    
    6,563
    
    
    
    18
    
    
    
    1,742
    
    
    
    6,581
    
    
    
    8,323
    
    
    
    226
    
    
    Nov-98
    
    Jun-07
    
    239 yearsTacoma  South
    
    WA
    
    
    (1
    )
    
    
    1,541
    
    
    
    9,865
    
    
    
    17
    
    
    
    1,541
    
    
    
    9,882
    
    
    
    11,423
    
    
    
    318
    
    
    May-98
    
    Jun-07
    
    239 yearsAppleton  Fox Cities
    
    WI
    
    
    (1
    )
    
    
    316
    
    
    
    5,798
    
    
    
    18
    
    
    
    316
    
    
    
    5,816
    
    
    
    6,133
    
    
    
    193
    
    
    Jun-97
    
    Jun-07
    
    238 years
  F-93




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##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    Improvements
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    and Related
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    Construction or
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Initial
    
    
    Date
    
    
    Statement isProperty/City
    
    State
    
    
    Encumbrances
    
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Acquisition
    
    
    Acquired
    
    
    ComputedMadison  West
    
    WI
    
    
    (1
    )
    
    
    858
    
    
    
    7,906
    
    
    
    18
    
    
    
    858
    
    
    
    7,924
    
    
    
    8,782
    
    
    
    261
    
    
    Sep-98
    
    Jun-07
    
    239 yearsMadison  West
    
    WI
    
    
    (1
    )
    
    
    872
    
    
    
    5,730
    
    
    
    22
    
    
    
    872
    
    
    
    5,751
    
    
    
    6,623
    
    
    
    193
    
    
    Sep-98
    
    Jun-07
    
    241 yearsMilwaukee  Waukesha
    
    WI
    
    
    (1
    )
    
    
    463
    
    
    
    10,246
    
    
    
    112
    
    
    
    463
    
    
    
    10,358
    
    
    
    10,821
    
    
    
    333
    
    
    Aug-97
    
    Jun-07
    
    238 yearsMilwaukee  Wauwatosa
    
    WI
    
    
    (1
    )
    
    
    1,339
    
    
    
    12,793
    
    
    
    36
    
    
    
    1,339
    
    
    
    12,829
    
    
    
    14,168
    
    
    
    417
    
    
    Jun-97
    
    Jun-07
    
    238 yearsOttawa  Downtown
    
    ON
    
    
    (1
    )
    
    
    312
    
    
    
    30,293
    
    
    
    62
    
    
    
    312
    
    
    
    30,355
    
    
    
    30,666
    
    
    
    995
    
    
    Oct-05
    
    Jun-07
    
    243 yearsToronto  Vaughan
    
    ON
    
    
    (1
    )
    
    
    1,149
    
    
    
    34,395
    
    
    
    333
    
    
    
    1,149
    
    
    
    34,728
    
    
    
    35,877
    
    
    
    1,004
    
    
    Jul-06
    
    Jun-07
    
    243 yearsSt. Johns  Downtown
    
    NF
    
    
    (1
    )
    
    
    1,190
    
    
    
    12,390
    
    
    
    31
    
    
    
    1,190
    
    
    
    12,421
    
    
    
    13,611
    
    
    
    471
    
    
    Jul-06
    
    Jun-07
    
    243 yearsOffice Building  Spartanburg, SC
    
    SC
    
    
    (1
    )
    
    
    
    
    
    
    10,667
    
    
    
    187
    
    
    
    
    
    
    
    10,854
    
    
    
    10,854
    
    
    
    422
    
    
    Jun-03
    
    Jun-07
    
    216 years$
    989,908
    
    
    $
    4,835,796
    
    
    $
    25,151
    
    
    $
    989,908
    
    
    $
    4,860,946
    
    
    $
    5,850,854
    
    
    $
    170,424
   Historical
    
    
    AccumulatedCost
    
    
    DepreciationBalance at June 11, 2007
    
    $
    5,825,704
    
    
    $
    Additions
    
    
    25,151
    
    
    
    Deprecation expense
    
    
    
    
    
    
    170,424Balance at December 31, 2007
    
    $
    5,850,854
    
    
    $
    170,424
  F-94




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.81
    
    
    Equity Purchase Agreement dated as of December 31, 2007, by and
between Jeffrey A. Patterson, and Prime Office Company LLC.21.1
    
    
    Subsidiaries of Registrant.31.1
    
    
    Rule 13a-14(a) Certification of Jeffrey A. Patterson, President
and Chief Executive Officer of Registrant.31.2
    
    
    Rule 13a-14(a) Certification of Paul G. Del Vecchio, Executive
Vice President Capital Markets of Registrant.32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
Jeffrey A. Patterson, President and Chief Executive Officer of the
Board of Registrant.32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Paul
G. Del Vecchio, Executive Vice President Capital Markets of
Registrant.