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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, 2008
 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
(State or other jurisdiction of 
incorporation or organization)
    
    36-4173047
(I.R.S. Employer
Identification No.)77 West Wacker Drive, Suite 3900, 
Chicago, Illinois
(Address of principal executive offices)
    
    60601
(Zip Code)
 (312) 917-1300
  Title of each class
    
    Name of each exchange on which registeredSeries B  Cumulative Redeemable 
Preferred Shares of Beneficial Interest,
$0.01 par value per share
    
    New York Stock Exchange
  o Yes þ No
 o Yes þ No
 þ o
 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
    
    
    23Item 3. Legal Proceedings
    
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    27Item 6. Selected Financial Data
    
    
    30Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    32Item 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
    
    
    52PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    53Item 11. Executive Compensation
    
    
    58Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    64Item 13. Certain Relationships and Related Transactions
    
    
    65Item 14. Principal Accountant Fees and Services
    
    
    65PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    67Signatures
    
    
    77Exhibit 10.63Exhibit 10.64Exhibit 10.65Exhibit 10.66Exhibit 10.67Exhibit 10.68Exhibit 10.69Exhibit 10.70Exhibit 10.71Exhibit 10.72Exhibit 21.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



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
  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.
  5




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Liquidity and Capital Requirements .
      Acquisition, Disposition and Development Activity .
 Recent Developments
 Dispositions .
 Net
    
    
    
    
    
    
    MortgageRentable
    
    
    Sales Price
    
    
    Debt
    
    
    MonthProperty
    
    Location
    
    
    Square Feet
    
    
    (in millions)
    
    
    (in millions)
    
    
    SoldThe United Building (1)
    
    Chicago, IL
    
    
    959,258
    
    
    $
    50.0
    
    
    $
    18.8
    
    
    January330 N. Wabash Avenue(2)
    
    Chicago, IL
    
    
    375,000
    
    
    $
    46.0
    
    
    $
    31.5
    
    
    March1051 N. Kirk Road(3)
    
    Batavia, IL
    
    
    120,004
    
    
    $
    4.1
    
    
    $
    4.0
    
    
    May
 (1)
    
    On January 7, 2008, we completed the sale of our 50.0% common joint venture interest in The
United Building located at 77 West Wacker Drive in Chicago, Illinois to our joint venture
partner. The sale price was $50.0 million, subject to customary pro-rations and adjustments. We recognized a gain
of $29.4 million and we used $18.8 million of the net proceeds to retire the outstanding balance
on two Citicorp USA, Inc. (Citicorp) mezzanine loans.  6




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##### Table of Contents



(2)
    
    On March 18, 2008, one of our subsidiaries, 330 N. Wabash Avenue, L.L.C. (330 LLC),
completed the sale of Floors 2 through 13 of our 330 N. Wabash Avenue property to Modern Magic
Hotel, LLC for the purchase price of $46.0 million, subject to customary prorations and
adjustments as provided in the purchase and sale agreement. We recognized a book gain on the
sale of approximately $9.8 million.(3)
    
    On May 2, 2008, we closed on the sale of our 1051 North Kirk Road property. The net proceeds
from the sale of $4.1 million were used to retire the outstanding debt on the property. We
recognized a book gain of $0.5 million in the second quarter of 2008. Indebtedness.
 LoanPrincipalAmount
    
    
    Interest
    
    Transaction
    
    MaturityCollateral
    
    Type of Loan
    
    (in millions)
    
    
    Rate
    
    Date
    
    DateNew Indebtedness330 N. Wabash Avenue
    
    First Mortgage
    
    $
    88.0
    
    
    6.0%
    
    3/08
    
    4/13330 N. Wabash Avenue
    
    Mezzanine
    
    $
    50.0
    
    
    7.95%
    
    3/08
    
    3/134343 Commerce Court
    
    First Mortgage
    
    $
    11.6
    
    
    LIBOR + 2.0%
    
    6/08
    
    6/13Indebtedness RetirementPGRT Equity II, L.L.C.
    
    Mezzanine
    
    $
    11.0
    
    
    LIBOR + 4.3%
    
    1/08
    
    1/08PGRT Equity, L.L.C
    
    Mezzanine
    
    $
    7.8
    
    
    LIBOR + 4.3%
    
    1/08
    
    1/08330 N. Wabash Avenue
    
    First Mortgage
    
    $
    130.2
    
    
    LIBOR + 1.4%
    
    3/08
    
    3/08330 N. Wabash Avenue
    
    Mezzanine
    
    $
    64.8
    
    
    LIBOR + 5.7%
    
    3/08
    
    3/084343 Commerce Court/
1051 N. Kirk Road
    
    First Mortgage
    
    $
    14.6
    
    
    7.2%
    
    6/08
    
    5/08Principal PaymentsPGRT ESH
    
    Non-recourse
    
    $
    38.5
    
    
    Various
    
    Various
    
    6/09Amortization
    
    Various
    
    $
    1.8
    
    
    Various
    
    Various
    
    Various
   7




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Shareholders and Board of Trustees Developments.
 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.
  Our debt level reduces cash available for operations, capital expenditures and dividends 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;
 
    
    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;
  12




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
    
    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.
   Our Operating Losses for the last several years have been significant and we project them to
continue for the foreseeable future, which may over time significantly adversely impact our ability
to continue operating our business.
  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;
  13




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
    
    vacancies or our inability to rent space on favorable terms;
 
    
    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.
  The current economic recession and weakness in the debt and capital markets may adversely
affect our tenants ability to pay rent, our ability to lease space and our ability to obtain
capital and refinance our existing debt as it becomes due.
  We face significant competition, which may decrease or prevent increases of the occupancy and
rental rates of our properties.
   14




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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 dividends to holders of
Series B Shares or our common shareholder.
   Only our Series B Shares are listed on the NYSE and, therefore, we are entitled to rely on
exemptions from certain corporate governance requirements.
   15




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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.
 .
 Our filing of financial statements and other reports with the SEC may cease and our Series B
Shares may be delisted from the New York Stock Exchange
  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.
   16




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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.
  We depend on significant tenants
   17




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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.
  Tax indemnification obligations in the event that we sell a certain property could limit our
operating flexibility
   18




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Failure to qualify as a REIT would have significant adverse consequences to us.
  
    
    we would not be allowed a deduction for dividends 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.
    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
   19




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Internal Control  Integrated Framework.
 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.
  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.
   20




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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
  We may incur significant costs of complying with the Americans with Disabilities Act and
similar laws
   21




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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.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
   22




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ITEM 2. PROPERTIES
 General
      23




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Properties
  Net
    
    
    PercentageYear Built/
    
    Rentable
    
    
    Occupied asLocation
    
    Renovated
    
    Square Feet
    
    
    of 12/31/08Wholly-Owned Properties:330 N. Wabash Avenue (1)
    
    Chicago, IL
    
    1971
    
    
    1,141,760
    
    
    
    82.3
    %Continental Towers (2)
    
    Rolling Meadows, IL
    
    1977 thru1981/2001
    
    
    910,796
    
    
    
    72.2
    %180 North LaSalle Street (3)
    
    Chicago, IL
    
    1982/1999
    
    
    770,191
    
    
    
    85.6
    %800-810 Jorie Boulevard
    
    Oak Brook, IL
    
    1961/1992
    
    
    193,688
    
    
    
    31.0
    %4343 Commerce Court
    
    Lisle, IL
    
    1989
    
    
    167,756
    
    
    
    73.7
    %740-770 Pasquinelli Drive
    
    Westmont, IL
    
    1986
    
    
    110,299
    
    
    
    87.4
    %280 Shuman Blvd.
    
    Naperville, IL
    
    1979
    
    
    69,077
    
    
    
    92.7
    %Enterprise Center II
    
    Westchester, IL
    
    1999
    
    
    62,580
    
    
    
    100.0
    %7100 Madison Avenue
    
    Willowbrook, IL
    
    1999
    
    
    50,157
    
    
    
    100.0
    %Portfolio total
    
    
    
    
    
    
    3,476,304
    
    
    
    78.1
    %Unconsolidated Joint Venture
Properties:Thistle Landing (4)
    
    Phoenix, AZ
    
    1999
    
    
    101,006
    
    
    
    56.4
    %
 (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 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)
    
    Property held for sale as of December 31, 2008.(4)
    
    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.  24




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ITEM 3. LEGAL PROCEEDINGS
     Accounting for Contingencies
  25




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   26




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PART II
 
 ITEM 5.
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
    CashDividendsPaid (per share)Fiscal Year 2007First quarter
    
    
    Second quarter
    
    
    Third quarter
    
    
    Fourth quarter
    
    
    Fiscal Year 2008First quarter
    
    
    0.112255Second quarter
    
    
    0.561275Third quarter
    
    
    Fourth quarter
    
    
    
   27




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Equity Compensation Plans .
 Recent Sales of Unregistered Securities
  Purchases of Equity Securities by Issuer and Affiliated Purchasers
   29




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ITEM 6. SELECTED FINANCIAL DATA
  PredecessorSuccessor Company
    
    
    
    CompanyYear endedYear ended December 31
    
    
    
    December 312008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    
    2004(dollars in thousands)
    
    
    
    (dollars in thousands)Balance Sheet DataReal estate assets
    
    $
    397,968
    
    
    $
    422,820
    
    
    $
    410,025
    
    
    $
    471,892
    
    
    
    $
    619,059Total assets
    
    
    521,658
    
    
    
    671,916
    
    
    
    649,928
    
    
    
    771,921
    
    
    
    
    767,363Mortgage notes and notes payable
    
    
    447,871
    
    
    
    567,910
    
    
    
    453,695
    
    
    
    452,965
    
    
    
    
    427,445Total liabilities
    
    
    515,690
    
    
    
    635,559
    
    
    
    524,868
    
    
    
    530,668
    
    
    
    
    502,785Minority interests
    
    
    
    
    
    
    
    
    
    
    20,770
    
    
    
    135,853
    
    
    
    
    19,154Shareholders equity
    
    
    5,968
    
    
    
    36,357
    
    
    
    104,375
    
    
    
    105,400
    
    
    
    
    245,424
 Successor Company
    
    
    
    Predecessor CompanySix months
    
    
    
    Six monthsended
    
    
    
    ended
    
    
    Year endedDecember 31
    
    
    
    June 30
    
    
    December 312008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    
    2005
    
    
    2004(dollars in thousands,
    
    
    
    (dollars in thousands, exceptexcept per share amount)
    
    
    
    per share amount)Statement of Operations Data (1)Total revenue
    
    $
    64,840
    
    
    $
    73,174
    
    
    $
    79,972
    
    
    $
    39,448
    
    
    
    $
    38,041
    
    
    $
    78,222Operating (loss) income
    
    
    (793
    )
    
    
    (700
    )
    
    
    (367
    )
    
    
    (744
    )
    
    
    
    (5,740
    )
    
    
    11,271(Loss) income from continuing
operations
    
    
    (73,364
    )
    
    
    (59,035
    )
    
    
    8,665
    
    
    
    4,274
    
    
    
    
    (9,590
    )
    
    
    (20,032
    )Net (loss) income
    
    
    (73,336
    )
    
    
    (59,018
    )
    
    
    8,647
    
    
    
    4,319
    
    
    
    
    (19,571
    )
    
    
    (11,383
    )Net loss available to common
shareholders
    
    
    (82,336
    )
    
    
    (68,018
    )
    
    
    (353
    )
    
    
    (181
    )
    
    
    
    (24,071
    )
    
    
    (20,383
    )Basic and diluted earnings
available to common shares per
weighted-average common share (2)Loss from continuing operations
    
    $
    (348.29
    )
    
    $
    (287.69
    )
    
    $
    (1.41
    )
    
    $
    (0.96
    )
    
    
    $
    (0.60
    )
    
    $
    (1.23
    )Net loss available per
weighted-average common share of
beneficial interest  basic and
diluted
    
    
    (348.17
    )
    
    
    (287.62
    )
    
    
    (1.49
    )
    
    
    (0.76
    )
    
    
    
    (1.02
    )
    
    
    (0.86
    )Dividends paid per common share
    
    
    0.67353
    
    
    
    
    
    
    
    2.8438
    
    
    
    1.1225
    
    
    
    
    
    
    
    
    Dividends paid per preferred share
    
    
    2.25
    
    
    
    2.8125
    
    
    
    1.6875
    
    
    
    4.50
    
    
    
    
    1.125
    
    
    
    1.6875Cash Flow and Operating DataCash flow provided by (used in):Operating activities
    
    $
    1,763
    
    
    $
    7,301
    
    
    $
    638
    
    
    $
    1,236
    
    
    
    $
    (6,659
    )
    
    $
    22,108Investing activities
    
    
    79,341
    
    
    
    (135,867
    )
    
    
    70,603
    
    
    
    (60,044
    )
    
    
    
    2,258
    
    
    
    116,613Financing activities
    
    
    (103,578
    )
    
    
    106,348
    
    
    
    (28,739
    )
    
    
    6,773
    
    
    
    
    2,314
    
    
    
    (99,598
    )Office Properties:Square footage
    
    
    3,476,304
    
    
    
    3,800,567
    
    
    
    3,865,828
    
    
    
    3,772,482
    
    
    
    
    4,636,918
    
    
    
    4,632,633Occupancy (%)
    
    
    78.1
    
    
    
    74.1
    
    
    
    79.0
    
    
    
    83.7
    
    
    
    
    82.8
    
    
    
    85.1Industrial Properties:Square footage
    
    
    
    
    
    
    120,004
    
    
    
    120,004
    
    
    
    120,004
    
    
    
    
    120,004
    
    
    
    120,004Occupancy (%)
    
    
    
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    
    100.0
    
    
    
    100.0Unconsolidated Joint Venture
Properties:Square footage
    
    
    101,066
    
    
    
    1,060,264
    
    
    
    1,060,725
    
    
    
    2,554,866
    
    
    
    
    2,833,068
    
    
    
    2,831,303Occupancy (%)
    
    
    56.4
    
    
    
    83.7
    
    
    
    76.4
    
    
    
    77.6
    
    
    
    
    80.9
    
    
    
    79.7
  30




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(1)
    
    Information for the years ended December 31, 2007, 2006, (including the six months ended
December 31, 2005 and the six months ended June 30, 2005) and the year ended December 31, 2004
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; 236,483; 23,658,579 and 23,671,412 common shares
for the years ended December 31, 2008, 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 year ended
December 31, 2004, respectively. Net loss available per weighted-average share of beneficial
interest-diluted equals net income divided by 236,483; 236,483; 236,483; 236,483; 23,658,579
and 23,671,412 common shares for the years ended December 31, 2008, 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 year ended December 31, 2004, 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.  31




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##### Table of Contents



ITEM 7.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 Overview
        32




---



##### Table of Contents



Portfolio OccupancyDecember 31
    
    
    September 30
    
    
    June 30
    
    
    March 31
    
    
    December 312008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2007Portfolio Total
    
    
    78.1
    %
    
    
    79.9
    %
    
    
    80.9
    %
    
    
    81.9
    %
    
    
    74.9
    %Unconsolidated
Joint Venture
Properties
    
    
    56.4
    %
    
    
    56.4
    %
    
    
    56.4
    %
    
    
    56.4
    %
    
    
    83.7
    %
 2008 Business Summary
  
    
    retiring, extending or refinancing debt;
    
    completing certain capital transactions;
    
    reducing operating costs; and
    
    aggressively pursuing leasing transactions.
  
    
    On January 7, 2008, we completed the sale of our 50.0% common joint venture interest in The
United Building located at 77 West Wacker Drive in Chicago, Illinois to our joint venture
partner. The sale price was $50.0 million, subject to customary pro-rations and adjustments.
We recognized a gain of $29.4 million and we used $18.8 million of the net proceeds to retire
the outstanding balance on two Citicorp mezzanine loans.
    
    On March 18, 2008 we refinanced our 330 N. Wabash Avenue property and sold floors 2 through
13 to a hotel developer for the construction of a luxury hotel.
    
    On May 2, 2008, we closed on the sale of our 1051 North Kirk Road property.
    
    On June 4, 2008, we refinanced our 4343 Commerce Court property with a first mortgage loan
of $11.6 million.
    
    Through December 31, 2008, we commenced 23 new and expansion office leases totaling 102,314
square feet, and renewed or extended 47 office leases totaling 214,756 square feet.
 Key Performance Indicators
     33




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##### Table of Contents



Results of Operations
 Comparison of the Year ended December 31, 2008 to the Year ended December 31, 2007
  %2008
    
    
    2007
    
    
    $ Change
    
    
    Change(dollars in thousands)Property revenues
    
    $
    63,677
    
    
    $
    69,815
    
    
    $
    (6,138
    )
    
    
    (8.8
    )%Services Company revenues
    
    
    1,163
    
    
    
    3,359
    
    
    
    (2,196
    )
    
    
    (65.4
    )Total revenues
    
    
    64,840
    
    
    
    73,174
    
    
    
    (8,334
    )
    
    
    (11.4
    )Property operating expenses
    
    
    34,592
    
    
    
    38,037
    
    
    
    (3,445
    )
    
    
    (9.1
    )Depreciation and amortization
    
    
    21,084
    
    
    
    26,792
    
    
    
    (5,708
    )
    
    
    (21.3
    )General and administrative
    
    
    6,873
    
    
    
    6,210
    
    
    
    663
    
    
    
    10.7Services Company operations
    
    
    1,484
    
    
    
    2,835
    
    
    
    (1,351
    )
    
    
    (47.7
    )Provision for asset impairment
    
    
    1,600
    
    
    
    
    
    
    
    1,600
    
    
    
    Total expenses
    
    
    65,633
    
    
    
    73,874
    
    
    
    (8,241
    )
    
    
    (11.2
    )Operating loss
    
    
    (793
    )
    
    
    (700
    )
    
    
    (93
    )
    
    
    (13.3
    )Loss from investments in unconsolidated
joint ventures
    
    
    (60,343
    )
    
    
    (49,687
    )
    
    
    (10,656
    )
    
    
    (21.4
    )Provision for asset impairment from unconsolidated joint ventures
    
    
    (5,633
    )
    
    
    
    
    
    
    (5,633
    )
    
    
    Interest and other income
    
    
    1,271
    
    
    
    2,764
    
    
    
    (1,493
    )
    
    
    (54.0
    )Interest:Expense
    
    
    (30,085
    )
    
    
    (33,088
    )
    
    
    3,003
    
    
    
    9.1Amortization of deferred financing costs
    
    
    (2,244
    )
    
    
    (907
    )
    
    
    (1,337
    )
    
    
    (147.4
    )Gain on sales of real estate and joint venture interests
    
    
    39,194
    
    
    
    
    
    
    
    39,194
    
    
    
    Recovery of distributions and losses to
minority partners in excess of basis
    
    
    14,222
    
    
    
    
    
    
    
    14,222
    
    
    
    Distributions and losses to minority partners in excess of basis
    
    
    (20,293
    )
    
    
    (14,222
    )
    
    
    (6,071
    )
    
    
    (42.7
    )Loss from continuing operations before minority interests
    
    
    (64,704
    )
    
    
    (95,840
    )
    
    
    31,136
    
    
    
    32.5Minority interests
    
    
    (8,660
    )
    
    
    36,805
    
    
    
    (45,465
    )
    
    
    (123.5
    )Loss from continuing operations
    
    
    (73,364
    )
    
    
    (59,035
    )
    
    
    (14,329
    )
    
    
    (24.3
    )Discontinued operations,
net of minority interests
    
    
    28
    
    
    
    17
    
    
    
    11
    
    
    
    64.7Net loss
    
    $
    (73,336
    )
    
    $
    (59,018
    )
    
    $
    (14,318
    )
    
    
    (24.3
    )%
 Property Revenues.
 Services Company Revenues
 Property Operating Expenses.
  34




---



##### Table of Contents



Depreciation and Amortization.
 General and Administrative.
 Services Company Operations.
 Provision for Asset Impairment.
 Loss From Investments in Unconsolidated Joint Ventures.
 Provision for Asset Impairment from Unconsolidated Joint Ventures.
 Interest and Other Income.
 Interest Expense.
 Amortization of Deferred Financing Costs
 Recovery of Distributions and Losses to Minority Partners in Excess of Basis.
  35




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##### Table of Contents



Gain on Sales of Real Estate and Joint Venture Interests.
 Distributions and Losses to Minority Partners in Excess of Basis.
 Discontinued Operations.
  36




---



##### Table of Contents



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
    
    $
    69,815
    
    
    $
    77,166
    
    
    $
    (7,351
    )
    
    
    (9.5
    )%Services Company revenues
    
    
    3,359
    
    
    
    2,806
    
    
    
    553
    
    
    
    19.7Total revenues
    
    
    73,174
    
    
    
    79,972
    
    
    
    (6,798
    )
    
    
    (8.5
    )Property operating expenses
    
    
    38,037
    
    
    
    37,223
    
    
    
    814
    
    
    
    2.2Depreciation and amortization
    
    
    26,792
    
    
    
    28,551
    
    
    
    (1,759
    )
    
    
    (6.1
    )General and administrative
    
    
    6,210
    
    
    
    6,393
    
    
    
    (183
    )
    
    
    (2.9
    )Services Company operations
    
    
    2,835
    
    
    
    3,972
    
    
    
    (1,137
    )
    
    
    (28.6
    )Loss on tax indemnification
    
    
    
    
    
    
    4,200
    
    
    
    (4,200
    )
    
    
    (100.0
    )Total expenses
    
    
    73,874
    
    
    
    80,339
    
    
    
    (6,465
    )
    
    
    (8.1
    )Operating loss
    
    
    (700
    )
    
    
    (367
    )
    
    
    (333
    )
    
    
    (90.7
    )Loss from investments in unconsolidated
joint ventures
    
    
    (49,687
    )
    
    
    (9,145
    )
    
    
    (40,542
    )
    
    
    (443.3
    )Interest and other income
    
    
    2,764
    
    
    
    2,707
    
    
    
    57
    
    
    
    2.1Interest:Expense
    
    
    (33,088
    )
    
    
    (38,607
    )
    
    
    5,519
    
    
    
    14.3Amortization of deferred financing costs
    
    
    (907
    )
    
    
    (3,144
    )
    
    
    2,237
    
    
    
    71.2Gain on sales of real estate and joint venture interests
    
    
    
    
    
    
    19,460
    
    
    
    (19,460
    )
    
    
    (100.0
    )Distributions and losses to minority partners in excess of basis
    
    
    (14,222
    )
    
    
    
    
    
    
    (14,222
    )
    
    
    Loss from continuing operations before minority interests
    
    
    (95,840
    )
    
    
    (29,096
    )
    
    
    (66,744
    )
    
    
    (229.4
    )Minority interests
    
    
    36,805
    
    
    
    37,761
    
    
    
    (956
    )
    
    
    (2.5
    )(Loss) income from continuing operations
    
    
    (59,035
    )
    
    
    8,665
    
    
    
    (67,700
    )
    
    
    (781.3
    )Discontinued operations,
net of minority interests
    
    
    17
    
    
    
    (18
    )
    
    
    35
    
    
    
    194.4Net (loss) income
    
    $
    (59,018
    )
    
    $
    8,647
    
    
    $
    (67,665
    )
    
    
    (782.5
    )%
 Property Revenues.
 Services Company Revenues
 Property Operating Expenses.
  37




---



##### Table of Contents



Depreciation and Amortization.
 Services Company Operations.
 Loss on Tax Indemnification.
 Loss From Investments in Unconsolidated Joint Ventures.
 Interest Expense.
 Amortization of Deferred Financing Costs
 Gain on Sales of Real Estate and Joint Venture Interests.
 Distributions and Losses to Minority Partners in Excess of Basis.
 Discontinued Operations.
  38




---



##### Table of Contents



Liquidity and Capital Resources
 Recent Developments .
 PGRT ESH.
     Dividends.
 180 N. LaSalle Street Sale.
   39




---



##### Table of Contents



Liquidity
       40




---



##### Table of Contents



Payments Due by Period(dollars in thousands)2010/
    
    
    2012/
    
    
    2014 andContractual Obligations(A)
    
    Total
    
    
    2009
    
    
    2011
    
    
    2013
    
    
    ThereafterMortgage notes payable (B)
    
    $
    448,201
    
    
    $
    106,528
    
    
    $
    166,531
    
    
    $
    60,142
    
    
    $
    115,000Interest expense on mortgage notes
payable
    
    
    102,533
    
    
    
    29,318
    
    
    
    33,788
    
    
    
    19,472
    
    
    
    19,955Operating lease obligations
    
    
    2,626
    
    
    
    553
    
    
    
    455
    
    
    
    441
    
    
    
    1,177Tenant improvement
allowances (C)
    
    
    6,884
    
    
    
    6,884
    
    
    
    
    
    
    
    
    
    
    
    Liabilities for leases
assumed and lease reimbursement
obligations (D)
    
    
    35,213
    
    
    
    10,463
    
    
    
    18,363
    
    
    
    6,387
    
    
    
    Total contractual cash
obligations
    
    $
    595,457
    
    
    $
    153,746
    
    
    $
    219,137
    
    
    $
    86,442
    
    
    $
    136,132
 (A)
    
    We anticipate funding these
obligations from operations, cash on hand, escrowed funds, proceeds
of equity, debt or asset sale(s) transaction(s), and funds from
affiliates as discussed above.(B)
    
    These totals represent the carrying value of our mortgage notes payable including a $2.0
million exit fee related to our PGRT ESH loan.(C)
    
    We have escrows of $3.4 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 $30.8
million consisting of base rent and the pro-rata share of operating expenses and real estate
taxes. In addition, we have escrowed reserves totaling $5.3 million to fund a portion of this
contractual amount at December 31, 2008. Amount of Commitment Expiration Per PeriodTotal
    
    
    (dollars in thousands)Amounts
    
    
    
    
    
    
    2010-
    
    
    2012-
    
    
    2014 andOther Commercial Commitments
    
    Committed
    
    
    2009
    
    
    2011
    
    
    2013
    
    
    ThereafterTax indemnifications (A)
    
    $
    14,018
    
    
    $
    
    (A)
    
    $
    
    (A)
    
    $
    
    (A)
    
    $
    Environmental remediation (B)
    
    
    7,839
    
    
    
    612
    
    
    
    6,900
    
    
    
    43
    
    
    
    284Series B Shares (C)
    
    
    
    (C)
    
    
    2,250
    
    
    
    
    (C)
    
    
    
    (C)
    
    
    
    (C)Total commercial commitments
    
    $
    21,857
    
    
    $
    2,862
    
    
    $
    6,900
    
    
    $
    43
    
    
    $
    284
 (A)
    
    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, 2008. See Note 15  Commitments
and Contingencies  Tax Indemnities to our consolidated financial statements included in this
report for further information.  41




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##### Table of Contents



(B)
    
    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.(C)
    
    Dividends are cumulative and payable at a 9.0% annual rate each quarter that our Series B
Shares remain outstanding. On February 12, 2008, 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 2008
dividend period. This quarterly dividend had a record date of March 31, 2008 and a payment date
of April 30, 2008. On May 2, 2008, 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 2008 dividend
period. This quarterly dividend had a record date of July 10, 2008 and a payment date of July
31, 2008. On October 9, 2008, 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 2008 dividend period. This
quarterly dividend had a record date of October 20, 2008 and a payment date of October 31, 2008.
On January 7, 2009, 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 2008 dividend period. The
quarterly dividend had a record date of January 19, 2009 and a payment date of January 30, 2009.
Under our Charter, these dividends are deemed to be quarterly dividends relating to the first,
second, third and fourth quarter 2008 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 dividends 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)
    
    $
    13,589
    
    
    
    16.0
    %
    
    April 2010Accenture
    
    
    5,385
    
    
    
    6.3
    
    
    July 2015Fifth Third Holdings, LLC
    
    
    3,285
    
    
    
    3.9
    
    
    March 2012Aon Consulting, Inc.
    
    
    3,215
    
    
    
    3.8
    
    
    December 2009Komatsu America Corp.
    
    
    2,586
    
    
    
    3.0
    
    
    July 2021$
    28,060
    
    
    
    33.0
    %
 (1)
    
    We have been informed that this tenant will not be renewing their lease upon expiration.  42




---



##### 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 .
   43




---



##### Table of Contents



Tax Indemnity Agreements .
  44




---



##### Table of Contents



Indebtedness .
 Debt
Activity
 Capital Improvements
 Off-Balance Sheet Arrangements
  Historical Cash Flows
 Year ended December 312008
    
    
    2007
    
    
    $ Change
    
    
    % Change(dollars in thousands)Net cash provided by operating activities
    
    $
    1,763
    
    
    $
    7,301
    
    
    $
    (5,538
    )
    
    
    (75.9
    )%Net cash provided by (used in) investing
activities
    
    $
    79,341
    
    
    $
    (135,867
    )
    
    $
    215,208
    
    
    
    158.4
    %Net cash (used in) provided by financing
activities
    
    $
    (103,578
    )
    
    $
    106,348
    
    
    $
    (209,926
    )
    
    
    (197.4
    )%
  45




---



##### Table of Contents



Cash Flows from Operating Activities.
 Cash Flows from Investing Activities.
 Cash Flows from Financing Activities.
 Year ended December 312007
    
    
    2006
    
    
    $ Change
    
    
    % Change(dollars in thousands)Net cash provided by operating activities
    
    $
    7,301
    
    
    $
    638
    
    
    $
    6,663
    
    
    
    1,044.4
    %Net cash (used in) provided by investing
activities
    
    $
    (135,867
    )
    
    $
    70,603
    
    
    $
    (206,470
    )
    
    
    (292.4
    )%Net cash provided by (used in) financing
activities
    
    $
    106,348
    
    
    $
    (28,739
    )
    
    $
    135,087
    
    
    
    470.0
    %
  46




---



##### Table of Contents



Cash Flows from Operating Activities
 Cash Flows from Investing Activities.
 Cash Flows from Financing Activities.
 Critical Accounting Policies
 General
   47




---



##### Table of Contents



Consolidation Consolidation of Variable
Interest Entities
  Tenant Reimbursements
 Accounts Receivable and Allowance for Doubtful Accounts .
 Assumed Lease Liabilities .
  48




---



##### Table of Contents



Depreciation and Amortization
 Impairment of Long-Lived Assets .
  Minority Interest in Consolidated Real Estate Partnerships.
 Property Held for Sale.
  49




---



##### Table of Contents



Impact of Recently Issued Accounting Standards
 Business Combinations  , Noncontrolling Interests in Consolidated Financial Statements .
  Inflation
   
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate SensitivityPrincipal (Notional) Amount by Expected MaturityAverage Interest Rate2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    Total(dollars in millions)LiabilitiesMortgage notes payable (1):Fixed rate amount  Carrying Value
    
    $
    22.6
    
    
    $
    12.3
    
    
    $
    153.4
    
    
    $
    
    
    
    $
    50.0
    
    
    $
    115.0
    
    
    $
    353.3Weighted-average interest rate 
Carrying Value
    
    
    12.9
    %
    
    
    8.3
    %
    
    
    5.8
    %
    
    
    
    
    
    
    8.0
    %
    
    
    5.9
    %
    
    
    Fixed rate amount  Fair Value
    
    $
    24.2
    
    
    $
    12.4
    
    
    $
    153.4
    
    
    $
    
    
    
    $
    50.0
    
    
    $
    115.0
    
    
    $
    355.0Weighted-average interest rate 
Fair Value
    
    
    12.9
    %
    
    
    8.4
    %
    
    
    5.8
    %
    
    
    
    
    
    
    8.0
    %
    
    
    5.9
    %
    
    
    Variable rate amount (2)
    
    $
    0.4
    
    
    $
    0.4
    
    
    $
    81.9
    
    
    $
    0.4
    
    
    $
    9.8
    
    
    $
    
    
    
    $
    92.9Weighted-average interest rate
    
    
    4.5
    %
    
    
    4.5
    %
    
    
    11.3
    %
    
    
    4.5
    %
    
    
    4.55
    %
    
    
    
    
    
    
    
  50




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##### Table of Contents



(1)
    
    Based upon the rates in effect at December 31, 2008, the weighted-average interest rates on
our mortgage notes payable at December 31, 2008 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 $0.9 million.(2)
    
    On June 29, 2007, one of our subsidiaries, PGRT ESH, obtained a $120.0 million non-recourse
loan from Citicorp. The loan had a maturity date of June 10, 2008 and was guaranteed by
Lightstone Holdings and our Chairman of the Board, David Lichtenstein. On June 6, 2008 PGRT
ESH entered into an amended agreement to extend the maturity date to June 10, 2009, leaving
all of the guarantees in place. The loan has a remaining principal balance of $81.5 million,
is interest only, and accrues interest at a variable rate of the London Interbank Offered Rate
(LIBOR) plus 10.0%. See Note 4  Mortgage Notes Payable to these consolidated financial
statements included in this report for further details.On June 4, 2008, we refinanced our 4343 Commerce Court property with a first mortgage loan
in the principal amount of $11.6 million from Lenders Bank, with $0.9 million available for
future fundings related to leasing costs. The loan bears interest at the variable rate of LIBOR
plus 2.0%. The interest rate shall never exceed 6.5% or never be less than 4.5%. This loan has
a 5-year term and requires monthly amortization payments based on a thirty-year amortization
schedule. 
 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
      51




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Internal Control 
Integrated Framework.
    Plan for Remediation for Material Weakness
    
 ITEM 9B. OTHER INFORMATION
   52




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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
    
    48
    
    Chairman of the Board
    
    
    2009
    
    
    
    2005Jeffrey A. Patterson
    
    49
    
    President and Chief Executive Officer, Trustee
    
    
    2009
    
    
    
    2005Peyton Owen, Jr.
    
    51
    
    Trustee
    
    
    2009
    
    
    
    2007John M. Sabin
    
    54
    
    Independent Trustee
    
    
    2009
    
    
    
    2005Shawn R. Tominus
    
    50
    
    Independent Trustee
    
    
    2009
    
    
    
    2005Bruno de Vinck
    
    63
    
    Trustee
    
    
    2009
    
    
    
    2005George R. Whittemore
    
    59
    
    Independent Trustee
    
    
    2009
    
    
    
    2005
 David Lichtenstein
 Jeffrey A. Patterson
  53




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##### Table of Contents



Peyton (Chip) Owen, Jr.
 John M. Sabin
 Shawn R. Tominus
 Bruno de Vinck
 George R. Whittemore
  54




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##### Table of Contents



Executive Officers
  Name
    
    Age
    
    PositionDavid Lichtenstein
    
    
    48
    
    
    Chairman of the BoardJeffrey A. Patterson
    
    
    49
    
    
    President and Chief Executive Officer, TrusteeJames F. Hoffman
    
    
    46
    
    
    Senior Executive Vice PresidentGeneral
Counsel and SecretarySteven R. Baron
    
    
    60
    
    
    Executive Vice PresidentLeasingPaul G. Del Vecchio
    
    
    44
    
    
    Executive Vice PresidentCapital MarketsVictoria A. Cory
    
    
    44
    
    
    Senior Vice PresidentLoan Administration,
Real Estate Tax and Due DiligenceAnita T. Pallardy
    
    
    50
    
    
    Senior Vice PresidentLeasing
 David Lichtenstein
 Jeffrey A. Patterson
 James F. Hoffman
  55




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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
    56




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Code of Ethics
 www.pgrt.com
 Information Regarding Audit Committee
 www.pgrt.com
 Information Regarding Compensation Committee (or equivalent)
     57




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ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
       Base Salaries
 Annual Cash Bonuses
  58




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Summary Compensation Table
  All OtherOption
    
    
    Compen-Salary
    
    
    Bonus
    
    
    Awards
    
    
    sationName and Principal Position
    
    Year
    
    
    ($) (1)
    
    
    ($) (1)(2)
    
    
    ($)(3)
    
    
    ($) (4)
    
    
    Total ($)Jeffrey A. Patterson
    
    
    2008
    
    
    
    449,657
    
    
    
    250,000
    
    
    
    106,000
    
    
    
    5,500
    
    
    
    811,157President and Chief
    
    
    2007
    
    
    
    437,091
    
    
    
    542,913
    
    
    
    106,000
    
    
    
    5,500
    
    
    
    1,091,504Executive OfficerJames F. Hoffman
    
    
    2008
    
    
    
    252,083
    
    
    
    110,000
    
    
    
    0
    
    
    
    5,500
    
    
    
    367,583Senior Executive Vice
President
    
    
    2007
    
    
    
    242,500
    
    
    
    227,087
    
    
    
    0
    
    
    
    5,500
    
    
    
    475,087General Counsel and
SecretarySteven R. Baron
    
    
    2008
    
    
    
    170,000
    
    
    
    178,175
    
    
    
    0
    
    
    
    5,500
    
    
    
    353,675Executive Vice
PresidentLeasing
    
    
    2007
    
    
    
    94,045
    
    
    
    127,529
    
    
    
    0
    
    
    
    5,313
    
    
    
    226,887Anita T. Pallardy
    
    
    2008
    
    
    
    132,500
    
    
    
    188,045
    
    
    
    0
    
    
    
    3,312
    
    
    
    323,857Senior Vice PresidentLeasing
    
    
    2007
    
    
    
    126,161
    
    
    
    293,696
    
    
    
    0
    
    
    
    3,154
    
    
    
    423,011Paul G. Del Vecchio
    
    
    2008
    
    
    
    199,167
    
    
    
    60,000
    
    
    
    0
    
    
    
    5,500
    
    
    
    264,667Executive Vice President
    
    
    2007
    
    
    
    180,000
    
    
    
    120,000
    
    
    
    0
    
    
    
    5,500
    
    
    
    305,500Capital Markets
 
 (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 2008 include cash bonuses paid in the ordinary course in early 2009 for
services performed in 2008. Further, Ms. Pallardy and Mr. Barons bonuses consisted of
leasing bonuses received during the years indicated 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 2007 row expired on December 31, 2007 without being exercised and the option award in the
2008 row expired on December 31, 2008 without being exercised. In January 2009, Mr. Patterson
and Prime Office entered into a new option agreement dated as of December 31, 2008, as more
fully described in Employment Agreements below.(4)
    
    Includes employer matching to the Operating Partnerships 401(k) Plan.  59




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Employment Agreements
       60




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61




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##### Table of Contents



Option Grants, Exercises and Holdings
  Compensation of Trustees
  FeesEarned orPaid inName
    
    Cash ($) (1)David Lichtenstein
    
    $
    John M. Sabin
    
    
    47,000Peyton Owen, Jr.
    
    
    32,000Shawn R. Tominus
    
    
    47,500Bruno de Vinck
    
    
    32,000George R. Whittemore
    
    
    52,500
 (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).  62




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Compensation Committee Interlocks and Insider Participation
  Compensation Report
    
  63




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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)
    
    
    
    
    
    
    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 99.1% of the common units of limited
partner interest in the Operating Partnership and 100% of our common shares and (ii) PGRT
currently owns 0.9% of the outstanding 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.  64




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Equity Compensation Plan Information
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Transactions with Related Persons
 BHAC Capital IV, L.L.C.
 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
    
    
    Total2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Audit Fees
    
    $
    412,028
    
    
    $
    357,375
    
    
    $
    
    
    
    $
    16,000
    
    
    $
    412,028
    
    
    $
    373,375Audit-Related Fees
    
    
    273,934
    
    
    
    168,944
    
    
    
    
    
    
    
    
    
    
    
    273,934
    
    
    
    168,944Tax Fees
    
    
    232,840
    
    
    
    230,370
    
    
    
    108,904
    
    
    
    119,499
    
    
    
    341,744
    
    
    
    349,869$
    918,802
    
    
    $
    756,689
    
    
    $
    108,904
    
    
    $
    135,499
    
    
    $
    1,027,706
    
    
    $
    892,188
  65




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66




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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, 2008 and 2007
    
    
    F-3Consolidated Statements of Operations for the years ended
December 31, 2008, December 31, 2007 and December 31, 2006,
    
    
    F-4Consolidated Statements of Changes in Shareholders Equity for the
years ended December 31, 2008, December 31, 2007 and December 31, 2006
    
    
    F-5Consolidated Statements of Cash Flows for the years ended
December 31, 2008, December 31, 2007 and December 31, 2006,
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-8Financial Statement ScheduleSchedule III  Real Estate and Accumulated Depreciation as of
December 31, 2008
    
    
    F-46Financial
Statements of Significant Subsidiary
   67




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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
    
    
    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.10.2
    
    
    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.10.3
    
    
    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.
  68




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ExhibitNumber
    
    Description10.4
    
    
    Thistle Interest Option
Agreement dated as of May
18, 2005 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.10.5
    *
    
    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.10.6
    *
    
    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.10.7
    
    
    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.10.8
    
    
    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.10.9
    
    
    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.10.10
    
    
    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.10.11
    
    
    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.10.12
    
    
    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.
  69




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ExhibitNumber
    
    Description10.13
    
    
    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.10.14
    
    
    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.10.15
    
    
    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.10.16
    
    
    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.10.17
    
    
    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.10.18
    
    
    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.10.19
    
    
    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.10.20
    
    
    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.10.21
    
    
    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.
  70




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ExhibitNumber
    
    Description10.22
    
    
    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.10.23
    
    
    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.10.24
    
    
    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.10.25
    
    
    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.10.26
    
    
    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.10.27
    
    
    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.10.28
    
    
    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.
  71




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##### Table of Contents



ExhibitNumber
    
    Description10.29
    
    
    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.10.30
    
    
    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.10.31
    
    
    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.10.32
    
    
    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.10.33
    
    
    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.10.34
    
    
    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.10.35
    
    
    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.10.36
    
    
    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.10.37
    
    
    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.
  72




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ExhibitNumber
    
    Description10.38
    
    
    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.10.39
    
    
    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.10.40
    
    
    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.10.41
    
    
    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
(filed August 13, 2007, File No. 001-13589) and incorporated
herein by reference.10.42
    
    
    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
(filed August 13, 2007, File No. 001-13589) and incorporated
herein by reference.10.43
    
    
    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 (filed August 13, 2007, File No. 001-13589) and
incorporated herein by reference.10.44
    
    
    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 (filed
August 13, 2007, File No. 001-13589) and incorporated herein by
reference.10.45
    
    
    Equity Purchase Agreement dated as of December 31, 2007, by and
between Jeffrey A. Patterson, and Prime Office Company LLC as
filed as Exhibit 10.81 on Form 10-K for the year ended December
31, 2007 (filed July 23, 2008, File No. 001-13589) and
incorporated herein by reference.10.46
    
    
    Promissory Note A, dated as of March 18, 2008, from 330 N. Wabash
Avenue, L.L.C. (330 N. Wabash), payable to the order of ING USA
Annuity and Life Insurance Company, in the original principal
amount of $88.0 million, as filed as exhibit 10.1 to our Current
Report on Form 8-K (filed March 24, 2008, File No. 001-13589) and
incorporated herein by reference.
  73




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ExhibitNumber
    
    Description10.47
    
    
    Promissory Note B, dated as of March 18, 2008, from 330 N. Wabash,
payable to the order of General Electric Capital Corporation, in
the original principal amount of $100.0 million, as filed as
exhibit 10.2 to our Current Report on Form 8-K (filed March 24,
2008, File No. 001-13589) and incorporated herein by reference.10.48
    
    
    Loan Agreement (Loan B), dated as of March 18, 2008, among 330 N.
Wabash, the lenders party thereto and General Electric Capital
Corporation, as collateral agent (in such capacity, the Agent),
as filed as exhibit 10.3 to our Current Report on Form 8-K (filed
March 24, 2008, File No. 001-13589) and incorporated herein by
reference.10.49
    
    
    Mortgage, Assignment of Leases, Security Agreement and Fixture
Filing, dated as of March 18, 2008, by 330 N. Wabash in favor of
the Agent, as filed as exhibit 10.4 to our Current Report on Form
8-K (filed March 24, 2008, File No. 001-13589) and incorporated
herein by reference.10.50
    
    
    Leasehold Mortgage, Assignment of Leases, Security Agreement and
Fixture Filing, dated as of March 18, 2008, by 330 N. Wabash in
favor of the Agent, as filed as exhibit 10.5 to our Current Report
on Form 8-K (filed March 24, 2008, File No. 001-13589) and
incorporated herein by reference.10.51
    
    
    Guaranty of Non-Recourse and Environmental Indemnity Obligations,
dated as of March 18, 2008, by Prime Group Realty, L.P. (the
Operating Partnership) in favor of the Agent, as filed as
exhibit 10.6 to our Current Report on Form 8-K (filed March 24,
2008, File No. 001-13589) and incorporated herein by reference.10.52
    
    
    Completion Guaranty, dated as of March 18, 2008, by the Operating
Partnership in favor of the Agent, as filed as exhibit 10.7 to our
Current Report on Form 8-K (filed March 24, 2008, File No.
001-13589) and incorporated herein by reference.10.53
    *
    
    Form of Letters regarding Retention Program, dated as of June 12,
2008 as filed as exhibit 10.1 to our Quarterly Report on Form
10-Q/A (filed March 27, 2008, File No. 001-13589) and incorporated
herein by reference.10.54
    
    
    Amended and Restated Loan Agreement dated as of June 6, 2008 by
and between PGRT ESH, Inc. and Citicorp USA, Inc. 2008 as filed as
exhibit 10.2 to our Quarterly Report on Form 10-Q/A (filed March
27, 2009, File No. 001-13589) and incorporated herein by
reference.10.55
    
    
    Amended and Restated Guaranty dated as of June 6, 2008, by David
Lichtenstein in favor of Citicorp USA, Inc. 2008 as filed as
exhibit 10.3 to our Quarterly Report on Form 10-Q/A (filed March
27, 2009, File No. 001-13589) and incorporated herein by
reference.10.56
    
    
    Amended and Restated Pledge Agreement dated as of June 6, 2008 by
PGRT ESH, Inc. in favor of Citicorp USA, Inc. 2008 as filed as
exhibit 10.4 to our Quarterly Report on Form 10-Q/A (filed March
27, 2009, File No. 001-13589) and incorporated herein by
reference.
  74




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ExhibitNumber
    
    Description10.57
    
    
    Amended and Restated Promissory Note dated as of June 6, 2008 by
PGRT ESH, Inc. to Citicorp USA, Inc. 2008 as filed as exhibit 10.5
to our Quarterly Report on Form 10-Q/A (filed March 27, 2009, File
No. 001-13589) and incorporated herein by reference.10.58
    *
    
    Equity Purchase Agreement dated as of December 31, 2007, by and
between Jeffrey A. Patterson, and Prime Office Company LLC as
filed as exhibit 10.81 to our Annual Report of Form 10-K/A for the
year ended December 31, 2007 (filed March 27, 2009, File No.
001-13589) and incorporated herein by reference.10.59
    
    
    180 N. LaSalle Purchase and Sale Agreement dated as of August 12,
2008 between 180 N. LaSalle II, L.L.C. and Younan Properties, Inc.
as filed as exhibit 10.1 to our Quarterly Report on Form 10-Q
(filed March 27, 2009, File No. 001-13589) and incorporated herein
by reference.10.60
    
    
    First Amendment to Purchase and Sale Agreement dated as of August
29, 2008 between 180 N. LaSalle II, L.L.C. and Younan Properties,
Inc. as filed as exhibit 10.2 to our Quarterly Report on Form 10-Q
(filed March 27, 2009, File No. 001-13589) and incorporated herein
by reference.10.61
    
    
    Second Amendment to Purchase and Sale Agreement dated as of
September 3, 2008 between 180 N. LaSalle II, L.L.C. and Younan
Properties, Inc. as filed as exhibit 10.3 to our Quarterly Report
on Form 10-Q (filed March 27, 2009, File No. 001-13589) and
incorporated herein by reference.10.62
    
    
    Third Amendment to Purchase and Sale Agreement dated as of
September 30, 2008 between 180 N. LaSalle II, L.L.C and Younan
Properties, Inc. as filed as exhibit 10.4 to our Quarterly Report
on Form 10-Q (filed March 27, 2009, File No. 001-13589) and
incorporated herein by reference.10.63
    
    
    Fourth Amendment to Purchase and Sale Agreement dated as of
October 15, 2008 between 180 N. LaSalle II, L.L.C and YPI 180 N.
LaSalle Owner, LLC.10.64
    
    
    First Amendment to Loan Agreement dated as of October 31, 2008
between PGRT ESH, Inc., Lightstone Holdings, LLC, David
Lichtenstein and Citicorp USA, Inc.10.65
    
    
    First Amendment to Amended and Restated Guaranty dated as of
October 31, 2008 between David Lichtenstein and Citicorp USA, Inc.10.66
    
    
    Fifth Amendment to Purchase and Sale Agreement dated as of
November 20, 2008 between 180 N. LaSalle II, L.L.C and YPI 180 N.
LaSalle Owner, LLC.10.67
    
    
    Sixth Amendment to Purchase and Sale Agreement dated as of
December 9, 2008 between 180 N. LaSalle II, L.L.C and YPI 180 N.
LaSalle Owner, LLC.10.68
    
    
    Second Amendment to Loan Agreement dated December 31, 2008 among
PGRT ESH, Inc., Lightstone Holdings LLC, David Lichtenstein and
Citicorp USA, Inc.
  75




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ExhibitNumber
    
    Description10.69
    *
    
    Amendment to the Amended and Restated Employment Agreement dated
as of December 31, 2008 by and between Prime Group Realty Trust,
Prime Group Realty, L.P. and Jeffrey A. Patterson.10.70
    *
    

First
Amendment to the Employment Agreement dated
as of December 31, 2008 by and between Prime Group Realty Trust,
Prime Group Realty, L.P. and James F. Hoffman.10.71
    *
    
    Equity Purchase Agreement dated as of December 31, 2008, by and
between Jeffrey A. Patterson, and Prime Office Company LLC.10.72
    
    
    Letter Agreement dated December 31, 2008 among PGRT ESH, Inc.,
Lightstone Holdings LLC, David Lichtenstein and Citicorp USA, Inc.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 15(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
    
    March 30, 2009Jeffrey A. Patterson
    
    (Principal Executive Officer)/s/ Paul G. Del Vecchio
    
    Executive Vice President Capital Markets
    
    March 30, 2009Paul G. Del Vecchio
    
    (Principal Financial Officer)/s/ Robert M. OConnor
    
    Vice President  Corporate Accounting
    
    March 30, 2009Robert M. OConnor
    
    (Principal Accounting Officer)/s/ Bruno de Vinck
    
    Trustee
    
    March 30, 2009Bruno de Vinck/s/ David Lichtenstein
    
    Chairman of the Board of Trustees
    
    March 30, 2009David Lichtenstein/s/ Peyton (Chip) Owen, Jr.Peyton (Chip) Owen, Jr.
    
    Trustee
    
    March 30, 2009/s/ John M. Sabin
    
    Trustee
    
    March 30, 2009John M. Sabin/s/ Shawn R. TominusShawn R. Tominus
    
    Trustee
    
    March 30, 2009/s/ George R. WhittemoreGeorge R. Whittemore
    
    Trustee
    
    March 30, 2009
  77




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##### Table of Contents



PRIME GROUP REALTY TRUST
 PART IV
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    F-3Consolidated Statements of Operations for the years ended
December 31, 2008, December 31, 2007 and December 31, 2006
    
    
    F-4Consolidated Statements of Changes in Shareholders Equity for the
years ended December 31, 2008, December 31, 2007 and December 31, 2006
    
    
    F-5Consolidated Statements of Cash Flows for the years ended
December 31, 2008, December 31, 2007 and December 31, 2006,
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-8Financial Statement ScheduleSchedule III  Real Estate and Accumulated Depreciation as of
December 31, 2008
    
    
    F-46Financial Statements of Significant Subsidiary
   F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ GRANT THORNTON LLPChicago, IllinoisMarch
 31, 2009
  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 312008
    
    
    2007AssetsReal estate:Land
    
    $
    66,758
    
    
    $
    74,554Building and improvements
    
    
    290,917
    
    
    
    305,138Tenant improvements
    
    
    39,151
    
    
    
    42,048Furniture, fixtures and equipment
    
    
    1,142
    
    
    
    1,080397,968
    
    
    
    422,820Accumulated depreciation
    
    
    (47,790
    )
    
    
    (41,655
    )350,178
    
    
    
    381,165Inplace lease value, net
    
    
    5,357
    
    
    
    9,116Abovemarket lease value, net
    
    
    4,522
    
    
    
    8,148360,057
    
    
    
    398,429Property held for sale
    
    
    83,763
    
    
    
    92,219Investments in unconsolidated entities
    
    
    6
    
    
    
    87,741Cash and cash equivalents
    
    
    15,419
    
    
    
    37,893Receivables, net of allowance for doubtful accounts of $843 and
$1,074 at December 31, 2008 and 2007, respectively:Tenant
    
    
    1,375
    
    
    
    342Deferred rent
    
    
    9,858
    
    
    
    7,047Other
    
    
    1,032
    
    
    
    1,194Restricted cash escrows
    
    
    33,788
    
    
    
    36,612Deferred costs, net
    
    
    15,560
    
    
    
    9,828Other
    
    
    800
    
    
    
    611Total assets
    
    $
    521,658
    
    
    $
    671,916Liabilities and Shareholders EquityMortgage notes payable
    
    $
    385,699
    
    
    $
    501,727Mortgage notes payable related to property held for sale
    
    
    62,172
    
    
    
    66,183Liabilities related to property held for sale
    
    
    14,135
    
    
    
    11,111Accrued interest payable
    
    
    2,653
    
    
    
    1,809Accrued real estate taxes
    
    
    13,266
    
    
    
    15,029Accrued tenant improvement allowances
    
    
    6,674
    
    
    
    9,779Accrued environmental remediation liabilities
    
    
    7,839
    
    
    
    4,467Accounts payable and accrued expenses
    
    
    8,965
    
    
    
    6,405Liabilities for leases assumed
    
    
    3,279
    
    
    
    3,958Belowmarket lease value, net
    
    
    4,272
    
    
    
    6,083Dividends payable
    
    
    
    
    
    
    2,250Other
    
    
    6,736
    
    
    
    6,758Total liabilities
    
    
    515,690
    
    
    
    635,559Shareholders equity: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
    
    
    159,946
    
    
    
    109,039Distributions in excess of earnings
    
    
    (154,020
    )
    
    
    (72,724
    )Total shareholders equity
    
    
    5,968
    
    
    
    36,357Total liabilities and shareholders equity
    
    $
    521,658
    
    
    $
    671,916
   F-3




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##### Table of Contents



PRIME GROUP REALTY TRUST
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (dollars in thousands, except per share amounts)
 Year
    
    
    Year
    
    
    Yearended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    December 312008
    
    
    2007
    
    
    2006Revenue:Rental
    
    $
    34,464
    
    
    $
    39,451
    
    
    $
    43,942Tenant reimbursements
    
    
    23,015
    
    
    
    23,459
    
    
    
    26,326Other property revenues
    
    
    6,198
    
    
    
    6,905
    
    
    
    6,898Services Company revenue
    
    
    1,163
    
    
    
    3,359
    
    
    
    2,806Total revenue
    
    
    64,840
    
    
    
    73,174
    
    
    
    79,972Expenses:Property operations
    
    
    23,067
    
    
    
    24,399
    
    
    
    21,932Real estate taxes
    
    
    11,525
    
    
    
    13,638
    
    
    
    15,291Depreciation and amortization
    
    
    21,084
    
    
    
    26,792
    
    
    
    28,551General and administrative
    
    
    6,873
    
    
    
    6,210
    
    
    
    6,393Services Company operations
    
    
    1,484
    
    
    
    2,835
    
    
    
    3,972Provision for asset impairment
    
    
    1,600
    
    
    
    
    
    
    
    Loss on tax indemnification
    
    
    
    
    
    
    
    
    
    
    4,200Total expenses
    
    
    65,633
    
    
    
    73,874
    
    
    
    80,339Operating loss
    
    
    (793
    )
    
    
    (700
    )
    
    
    (367
    )Loss from investments in unconsolidated joint ventures
    
    
    (60,343
    )
    
    
    (49,687
    )
    
    
    (9,145
    )Provision for asset impairment from unconsolidated joint
ventures
    
    
    (5,633
    )
    
    
    
    
    
    
    Interest and other income
    
    
    1,271
    
    
    
    2,764
    
    
    
    2,707Interest:Expense
    
    
    (30,085
    )
    
    
    (33,088
    )
    
    
    (38,607
    )Amortization of deferred financing costs
    
    
    (2,244
    )
    
    
    (907
    )
    
    
    (3,144
    )Gain on sales of real estate and joint venture interests
    
    
    39,194
    
    
    
    
    
    
    
    19,460Recovery of distributions and losses to minority partners in
excess of basis
    
    
    14,222
    
    
    
    
    
    
    
    Distributions and losses to minority partners in excess of basis
    
    
    (20,293
    )
    
    
    (14,222
    )
    
    
    Loss from continuing operations before minority interests
    
    
    (64,704
    )
    
    
    (95,840
    )
    
    
    (29,096
    )Minority interests
    
    
    (8,660
    )
    
    
    36,805
    
    
    
    37,761(Loss) income from continuing operations
    
    
    (73,364
    )
    
    
    (59,035
    )
    
    
    8,665Discontinued operations, net of minority interests of $(3,109),
$(1,903) and $1,987 for the years ended December 31, 2008, 2007
and 2006, respectively
    
    
    28
    
    
    
    17
    
    
    
    (18
    )Net (loss) income
    
    
    (73,336
    )
    
    
    (59,018
    )
    
    
    8,647Net income allocated to preferred shareholders
    
    
    (9,000
    )
    
    
    (9,000
    )
    
    
    (9,000
    )Net loss available to common shareholders
    
    $
    (82,336
    )
    
    $
    (68,018
    )
    
    $
    (353
    )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
    
    $
    (348.29
    )
    
    $
    (287.69
    )
    
    $
    (1.41
    )Discontinued operations, net of minority interests
    
    
    0.12
    
    
    
    0.07
    
    
    
    (0.08
    )Net loss available per weightedaverage common share of
beneficial interest  basic and diluted
    
    $
    (348.17
    )
    
    $
    (287.62
    )
    
    $
    (1.49
    )
  F-4




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##### Table of Contents



PRIME GROUP REALTY TRUST
 
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
 (dollars in thousands, except for share/unit and per share amounts)
 (DistributionsSeries B
    
    
    
    
    
    
    Additional
    
    
    in Excess of)Preferred
    
    
    Common
    
    
    PaidIn
    
    
    RetainedShares
    
    
    Shares
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalance at January 1, 2006
    
    $
    40
    
    
    $
    2
    
    
    $
    106,239
    
    
    $
    (881
    )
    
    $
    105,400Accretion of fair value of preferred stock
    
    
    
    
    
    
    
    
    
    
    1,400
    
    
    
    (1,400
    )
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,647
    
    
    
    8,647Series B  preferred share dividends
declared ($2.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,000
    )
    
    
    (9,000
    )Common share dividends declared ($2.8438
per common share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (672
    )
    
    
    (672
    )Balance at December 31, 2006
    
    $
    40
    
    
    $
    2
    
    
    $
    107,639
    
    
    $
    (3,306
    )
    
    $
    104,375Accretion of fair value of preferred stock
    
    
    
    
    
    
    
    
    
    
    1,400
    
    
    
    (1,400
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (59,018
    )
    
    
    (59,018
    )Series B  preferred share dividends
declared ($2.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,000
    )
    
    
    (9,000
    )Balance at December 31, 2007
    
    $
    40
    
    
    $
    2
    
    
    $
    109,039
    
    
    $
    (72,724
    )
    
    $
    36,357Accretion of fair value of preferred stock
    
    
    
    
    
    
    
    
    
    
    1,050
    
    
    
    (1,050
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (73,336
    )
    
    
    (73,336
    )Series B  preferred share dividends
declared ($1.6875 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,750
    )
    
    
    (6,750
    )Common share dividends declared ($0.67353
per common share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (160
    )
    
    
    (160
    )Contributions from parent company
    
    
    
    
    
    
    
    
    
    
    49,857
    
    
    
    
    
    
    
    49,857Balance at December 31, 2008
    
    $
    40
    
    
    $
    2
    
    
    $
    159,946
    
    
    $
    (154,020
    )
    
    $
    5,968
   F-5




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##### Table of Contents



PRIME GROUP REALTY TRUST
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (dollars in thousands)
 Year
    
    
    Year
    
    
    Yearended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    December 312008
    
    
    2007
    
    
    2006Operating activitiesNet (loss) income
    
    $
    (73,336
    )
    
    $
    (59,018
    )
    
    $
    8,647Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:Accretion of mortgage notes payable
    
    
    (1,106
    )
    
    
    (1,326
    )
    
    
    (1,373
    )Amortization of above/belowmarket lease value
(included in rental revenue)
    
    
    2,592
    
    
    
    2,222
    
    
    
    2,987Amortization of inplace lease value
    
    
    4,505
    
    
    
    9,919
    
    
    
    14,141Provision for doubtful accounts
    
    
    204
    
    
    
    996
    
    
    
    96Gain on sales of real estate and joint venture
interests (gain (loss) of $506, $2,220 and $(6) for
the years ended December 31, 2008, 2007 and 2006,
respectively, included in discontinued operations)
    
    
    (39,700
    )
    
    
    (2,220
    )
    
    
    (19,460
    )Depreciation and amortization (including discontinued
operations  See Note 9)
    
    
    22,726
    
    
    
    23,704
    
    
    
    24,060Distributions and losses to minority partners in
excess of basis
    
    
    20,293
    
    
    
    14,222
    
    
    
    Recovery of distributions and losses to minority
partners in excess of basis
    
    
    (14,222
    )
    
    
    
    
    
    
    Provision for asset impairment
    
    
    1,600
    
    
    
    
    
    
    
    Provision for asset impairment from unconsolidated
joint ventures
    
    
    5,633
    
    
    
    
    
    
    
    Net equity in loss from investments in unconsolidated
joint ventures
    
    
    60,343
    
    
    
    49,687
    
    
    
    9,145Minority interests (including discontinued operations)
    
    
    11,769
    
    
    
    (34,902
    )
    
    
    (39,749
    )Net changes in other operating assets and liabilities
(including discontinued operations):Accounts receivable
    
    
    (4,155
    )
    
    
    (3,090
    )
    
    
    (3,478
    )Other assets
    
    
    (180
    )
    
    
    684
    
    
    
    1,173Accrued interest payable
    
    
    839
    
    
    
    (67
    )
    
    
    377Accrued real estate taxes
    
    
    (601
    )
    
    
    (1,056
    )
    
    
    (983
    )Accounts payable and accrued expenses
    
    
    (654
    )
    
    
    470
    
    
    
    257Other liabilities
    
    
    5,213
    
    
    
    909
    
    
    
    555Preferential return on investments in joint ventures
    
    
    
    
    
    
    6,167
    
    
    
    4,243Net cash provided by operating activities
    
    
    1,763
    
    
    
    7,301
    
    
    
    638Investing activitiesCapital expenditures for real estate and equipment
    
    
    (23,976
    )
    
    
    (17,410
    )
    
    
    (14,478
    )Proceeds from sales of real estate
    
    
    101,099
    
    
    
    4,685
    
    
    
    2,136Change in restricted cash escrows
    
    
    4,442
    
    
    
    2,295
    
    
    
    (4,062
    )Leasing costs (includes lease assumption costs and leasing
commissions)
    
    
    (2,224
    )
    
    
    (5,437
    )
    
    
    (5,799
    )Investments in unconsolidated entities
    
    
    
    
    
    
    (120,000
    )
    
    
    Distributions from unconsolidated joint ventures
    
    
    
    
    
    
    
    
    
    
    92,806Net cash provided by (used in) investing activities
    
    
    79,341
    
    
    
    (135,867
    )
    
    
    70,603
  F-6




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##### Table of Contents



PRIME GROUP REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
 Year
    
    
    Year
    
    
    Yearended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    December 312008
    
    
    2007
    
    
    2006Financing activitiesFinancing costs
    
    
    (7,502
    )
    
    
    (644
    )
    
    
    (3,092
    )Proceeds from mortgages and notes payable
    
    
    149,600
    
    
    
    120,000
    
    
    
    228,000Repayment of mortgages and notes payable
    
    
    (231,274
    )
    
    
    (1,758
    )
    
    
    (170,897
    )Dividends paid to Series B  preferred
shareholders
    
    
    (9,000
    )
    
    
    (11,250
    )
    
    
    (6,750
    )Dividends paid to common shareholder
    
    
    (160
    )
    
    
    
    
    
    
    (672
    )Contributions from parent company
    
    
    12,598
    
    
    
    
    
    
    
    Distributions paid to common unit holder
    
    
    (17,840
    )
    
    
    
    
    
    
    (75,328
    )Net cash (used in) provided by financing
activities
    
    
    (103,578
    )
    
    
    106,348
    
    
    
    (28,739
    )Net (decrease) increase in cash and cash
equivalents
    
    
    (22,474
    )
    
    
    (22,218
    )
    
    
    42,502Cash and cash equivalents at beginning of
period
    
    
    37,893
    
    
    
    60,111
    
    
    
    17,609Cash and cash equivalents at end of period
    
    $
    15,419
    
    
    $
    37,893
    
    
    $
    60,111Supplemental cash flow information for net assets sold:Real estate, net
    
    $
    33,400
    
    
    $
    5,513
    
    
    $
    Deferred rent receivable
    
    
    335
    
    
    
    
    
    
    
    Deferred costs, net
    
    
    5
    
    
    
    48
    
    
    
    Mortgage notes payable assumed by buyer
    
    
    
    
    
    
    (2,701
    )
    
    
    Accrued real estate taxes
    
    
    (1,136
    )
    
    
    (369
    )
    
    
    Investment in unconsolidated joint
ventures
    
    
    21,759
    
    
    
    
    
    
    
    Other liabilities and assets, net
    
    
    7,036
    
    
    
    (26
    )
    
    
    75,482Net assets sold
    
    
    61,399
    
    
    
    2,465
    
    
    
    75,482Proceeds from sales of real estate
    
    
    101,099
    
    
    
    4,685
    
    
    
    94,942Gain on sales of real estate and joint
venture interests(1)
    
    $
    39,700
    
    
    $
    2,220
    
    
    $
    19,460Supplemental disclosures of cash flow information:Cash paid during the year for:Interest
    
    $
    33,600
    
    
    $
    38,600
    
    
    $
    44,000Income Taxes
    
    
    27
    
    
    
    200
    
    
    
    700Supplemental schedule of non-cash investing and financing activities:Accretion of fair value of preferred stock
    
    $
    1,050
    
    
    $
    1,400
    
    
    $
    1,400Paydown of debt by parent company
    
    
    37,259
    
    
    
    
    
    
    
    Tenant improvement allowances
    
    
    2,031
    
    
    
    1,488
    
    
    
    216Environmental
remediation costs
    
    
    6,481
    
    
    
    2,696
    
    
    
    1,740Write-off of
fully amortized tenant improvement allowance
    
    
    5,669
    
    
    
    
    
    
    
    Write-off of
fully amortized deferred financing fees
    
    
    981
    
    
    
    1,325
    
    
    
    
 (1)
    
    Gain on sales of real estate of $0.5 million and $2.2 million are included in discontinued
operations for the years ended December 31, 2008 and December 31, 2007, respectively.   F-7




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##### 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)
 Liquidity and Capital Resources
   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-10




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##### 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-11




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##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
    December 31
    
    
    December 312008
    
    
    2007Real estate, net
    
    $
    63,274
    
    
    $
    68,469In-place lease value net
    
    
    5,088
    
    
    
    6,174Above-market lease value, net
    
    
    7,379
    
    
    
    8,380Tenant receivables
    
    
    13
    
    
    
    60Deferred rent receivables
    
    
    3,214
    
    
    
    2,902Other receivables
    
    
    11
    
    
    
    10Restricted cash escrows
    
    
    3,466
    
    
    
    5,084Deferred costs, net
    
    
    1,299
    
    
    
    1,112Other
    
    
    19
    
    
    
    28Property held for sale
    
    $
    83,763
    
    
    $
    92,219
  December 31
    
    
    December 312008
    
    
    2007Mortgage note payable
    
    $
    62,172
    
    
    $
    66,183Accrued interest payable
    
    
    292
    
    
    
    297Accrued real estate taxes
    
    
    4,978
    
    
    
    4,952Accrued tenant improvement allowances
    
    
    210
    
    
    
    558Accounts payable and accrued expense
    
    
    444
    
    
    
    2,230Below-market lease value, net
    
    
    1,178
    
    
    
    1,359Other liabilities
    
    
    7,033
    
    
    
    1,715Mortgage note payable and liabilities related
to property held for sale
    
    $
    76,307
    
    
    $
    77,294
 Intangible Assets
   December 31, 2008Carrying
    
    
    Accumulated
    
    
    CarryingIntangible Asset Category
    
    AmountGross
    
    
    Amortization
    
    
    AmountNet(dollars in thousands)Inplace lease value
    
    $
    23,726
    
    
    $
    (18,369
    )
    
    $
    5,357Abovemarket lease value
    
    
    18,136
    
    
    
    (13,614
    )
    
    
    4,522Belowmarket lease value
    
    
    (11,387
    )
    
    
    7,115
    
    
    
    (4,272
    )$
    30,475
    
    
    $
    (24,868
    )
    
    $
    5,607
  F-12




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##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
 December 31, 2007Carrying
    
    
    Accumulated
    
    
    CarryingIntangible Asset Category
    
    AmountGross
    
    
    Amortization
    
    
    AmountNet(dollars in thousands)Inplace lease value
    
    $
    37,770
    
    
    $
    (28,654
    )
    
    $
    9,116Abovemarket lease value
    
    
    22,122
    
    
    
    (13,974
    )
    
    
    8,148Belowmarket lease value
    
    
    (16,456
    )
    
    
    10,373
    
    
    
    (6,083
    )$
    43,436
    
    
    $
    (32,255
    )
    
    $
    11,181
  In
    
    
    
    Above

    
    BelowPlace
    
    
    market
    
    
    marketYear ending December 31
    
    Lease Value
    
    
    Lease Value
    
    
    Lease Value(dollars in thousands)2008
    
    $
    3,674
    
    
    $
    3,559
    
    
    $
    (1,811
    )2009
    
    
    2,964
    
    
    
    3,295
    
    
    
    (1,475
    )2010
    
    
    1,311
    
    
    
    1,065
    
    
    
    (944
    )2011
    
    
    617
    
    
    
    57
    
    
    
    (718
    )2012
    
    
    250
    
    
    
    54
    
    
    
    (345
    )2013
    
    
    137
    
    
    
    41
    
    
    
    (234
    )Thereafter
    
    
    78
    
    
    
    10
    
    
    
    (556
    )$
    9,031
    
    
    $
    8,081
    
    
    $
    (6,083
    )
 Cash Equivalents
  Restricted Cash
  Deferred Costs
 Financing Costs.
 Leasing Costs.
  F-13




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
 Allowance for Doubtful Accounts
  Leases Assumed
  Revenue Recognition
    F-14




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
 Minority Interest in Consolidated Real Estate Partnerships
  Earnings Per Share
  Income Taxes
  Accounting for Income Taxes
   F-15




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
 Accounting for Uncertainty in Income
Taxes  an interpretation of FASB Statement No. 109
  Fair Value Measurements
   Fair Value Measurements
  F-16




---



##### Table of Contents



1. Summary of Significant Accounting Policies (continued)
 The Fair Value Option for Financial Assets
and Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115
 2. Asset Impairments
  Year endedDecember 312008
    
    
    2007
    
    
    2006Operating properties (1)
    
    $
    1,600
    
    
    $
    
    
    
    $
    Investment in unconsolidated entities (2)
    
    
    5,633
    
    
    
    
    
    
    
    $
    7,233
    
    
    $
    
    
    
    $
    
 (1)
    
    During the third quarter of 2008, as a result of low occupancy, negative cash flows, a
forecast for continuing losses and non-payment of current debt service, we determined that
an asset impairment of $1.6 million related to the write-down of our Jorie Boulevard
property to its estimated fair value was required. This asset impairment was measured as
the difference between carrying value and fair value of this property. Fair value was based
on estimated cash flows discounted at a risk-adjusted rate of interest.(2)
    
    During the second quarter of 2008 we recorded an asset impairment of $5.6 million related
to the write-down of the remaining balance of our investment in the membership interest in
BHAC as the investment was deemed to be other than temporary due to past and expected future
inability to sustain earnings at a level which would justify the carrying value. 3. Deferred Costs
  December 312008
    
    
    2007(dollars in thousands)Financing costs
    
    $
    10,258
    
    
    $
    3,738Leasing costs
    
    
    11,758
    
    
    
    10,17122,016
    
    
    
    13,909Less: Accumulated amortization
    
    
    (6,456
    )
    
    
    (4,081
    )$
    15,560
    
    
    $
    9,828
  F-17




---



##### Table of Contents



4. Mortgage Notes Payable
  December 312008
    
    
    2007(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 13.33% per
annum, with principal and interest payable
monthly through December 1, 2016. The
weighted average rates at
December 31, 2008 and 2007 were 6.71% and
6.26%, respectively
    
    $
    354,979
    
    
    $
    234,132Mortgage notes payable to various
financial institutions, collateralized by
various properties, interest at variable
rates ranging from the index rate of
(2.50% at December 31, 2008) plus 200
basis points to the index rate of 1.31%
plus 1,000 basis points per annum, with
interest payable monthly through June 4,
2013. The weighted average rates at
December 31, 2008 and 2007 were 10.47% and
8.29%, respectively
    
    
    92,892
    
    
    
    333,778Total mortgage notes payable (3)
    
    $
    447,871
    
    
    $
    567,910
 (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 $428.5 million and
$565.3 million as of December 31, 2008 and 2007, respectively. Prime Equity Loans.
   F-18




---



##### Table of Contents



4. Mortgage Notes Payable (continued)
      F-19




---



##### Table of Contents



4. Mortgage Notes Payable (continued)
  Continental Towers.
    BHAC Capital IV, L.L.C.
   F-20




---



##### Table of Contents



4. Mortgage Notes Payable (continued)
        F-21




---



##### Table of Contents



4. Mortgage Notes Payable (continued)
 330 N. Wabash Avenue Refinancing.
     F-22




---



##### Table of Contents



4. Mortgage Notes Payable (continued)
   4343 Commerce Court Refinancing .
  Amortization of Principal
  Year Ending December 31
    
    Amount(dollars in thousands)2009
    
    $
    104,5282010
    
    
    12,7252011
    
    
    153,8062012
    
    
    4172013
    
    
    59,725Thereafter
    
    
    115,000$
    446,201
   F-23




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##### Table of Contents



5. Debt Covenants
   6. Leases
   Year Ending December 31
    
    Amount(dollars in thousands)2009
    
    $
    44,2582010
    
    
    34,4982011
    
    
    26,9872012
    
    
    23,0402013
    
    
    21,048Thereafter
    
    
    67,460$
    217,291
   Gross
    
    
    Executed
    
    
    NetYear Ending December 31
    
    Amount
    
    
    Subleases
    
    
    Amount(dollars in thousands)2009
    
    $
    5,971
    
    
    $
    4,987
    
    
    $
    9842010
    
    
    5,226
    
    
    
    4,374
    
    
    
    8522011
    
    
    5,357
    
    
    
    4,565
    
    
    
    7922012
    
    
    3,630
    
    
    
    3,058
    
    
    
    5722013
    
    
    
    
    
    
    
    
    
    
    Thereafter
    
    
    
    
    
    
    
    
    
    
    $
    20,184
    
    
    $
    16,984
    
    
    $
    3,200
  F-24




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##### Table of Contents



7. Minority Interests
   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)
      Year ended December 312008
    
    
    2007
    
    
    2006Rental revenue
    
    $
    11,239
    
    
    $
    10,308
    
    
    $
    10,228Tenant reimbursements
    
    
    8,892
    
    
    
    8,530
    
    
    
    8,595Other property income
    
    
    (4
    )
    
    
    1,140
    
    
    
    151Total revenue
    
    
    20,127
    
    
    
    19,978
    
    
    
    18,974Property operations
    
    
    5,516
    
    
    
    5,590
    
    
    
    5,205Real estate taxes
    
    
    4,591
    
    
    
    4,832
    
    
    
    5,382Depreciation and amortization
    
    
    3,903
    
    
    
    5,924
    
    
    
    6,504Interest expense
    
    
    3,628
    
    
    
    4,129
    
    
    
    4,030Total expenses
    
    
    17,638
    
    
    
    20,475
    
    
    
    21,121Interest and other income
    
    
    142
    
    
    
    197
    
    
    
    142Income (loss) before net gain on
sales of real estate and minority
interests
    
    
    2,631
    
    
    
    (300
    )
    
    
    (2,005
    )Net gain on sales of real estate
    
    
    506
    
    
    
    2,220
    
    
    
    Minority interests
    
    
    (3,109
    )
    
    
    (1,903
    )
    
    
    1,987Discontinued operations
    
    $
    28
    
    
    $
    17
    
    
    $
    (18
    )
  F-26




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##### Table of Contents



10. Earnings Per Share
  Year
    
    
    Year
    
    
    YearEnded
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    December 312008
    
    
    2007
    
    
    2006(dollars in thousands, except per share amounts)Numerator:Loss from continuing operations
before minority interests
    
    $
    (64,704
    )
    
    $
    (95,840
    )
    
    $
    (29,096
    )Minority interests
    
    
    (8,660
    )
    
    
    36,805
    
    
    
    37,761Net income allocated to preferred
shareholders
    
    
    (9,000
    )
    
    
    (9,000
    )
    
    
    (9,000
    )Loss before discontinued operations
    
    
    (82,364
    )
    
    
    (68,035
    )
    
    
    (335
    )Discontinued operations, net of
minority interests
    
    
    28
    
    
    
    17
    
    
    
    (18
    )Numerator for earnings per share 
loss available to common shares
    
    $
    (82,336
    )
    
    $
    (68,018
    )
    
    $
    (353
    )Denominator:Denominator for basic earnings per
share  weighted average common
shares
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483Effect 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
    
    
    
    236,483BASIC AND DILUTED EARNINGS AVAILABLE
TO COMMON SHARES PER WEIGHTED-AVERAGE
COMMON SHARE:Loss from continuing operations after
minority interests and allocation to
preferred shareholders
    
    $
    (348.29
    )
    
    $
    (287.69
    )
    
    $
    (1.41
    )Discontinued operations, net of
minority interests
    
    
    0.12
    
    
    
    0.07
    
    
    
    (0.08
    )Net loss available per
weighted-average common share of
beneficial interest  basic and
diluted
    
    $
    (348.17
    )
    
    $
    (287.62
    )
    
    $
    (1.49
    )
   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 31
    
    
    December 312008
    
    
    2007(dollars in thousands)Real estate, at cost (net):
    
    $
    5,406,059
    
    
    $
    5,683,185Other assets
    
    
    1,024,647
    
    
    
    2,155,795Total assets
    
    $
    6,430,706
    
    
    $
    7,838,980Mortgage notes and other loans payable
    
    $
    7,411,073
    
    
    $
    7,402,447Other liabilities
    
    
    100,600
    
    
    
    147,947Total members capital
    
    
    (1,080,967
    )
    
    
    288,586Total liabilities and members capital
    
    $
    6,430,706
    
    
    $
    7,838,980
 For the periodJune 29, 2007throughDecember 31, 2008
    
    
    December 31, 2007(dollars in thousands)Total revenue
    
    $
    860,482
    
    
    $
    515,364Total expenses
    
    
    (2,236,266
    )
    
    
    (705,338
    )Net loss
    
    $
    (1,375,784
    )
    
    $
    (189,974
    )
 The United Building
  YearendedDecember 312008
    
    
    2007
    
    
    2006(dollars in thousands)Operations (included in loss from
investments in unconsolidated joint
ventures)
    
    $
    
    
    
    $
    (1,772
    )
    
    $
    (3,622
    )Distributions received
    
    
    
    
    
    
    
    
    
    
    
  F-29




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##### Table of Contents



11. Investments in Unconsolidated Joint Ventures (continued)
  December 312008
    
    
    2007(dollars in thousands)Real estate, at cost (net):
    
    $
    
    
    
    $
    254,685Other assets
    
    
    
    
    
    
    26,820Total assets
    
    $
    
    
    
    $
    281,505Mortgage note payable
    
    $
    
    
    
    $
    164,652Other liabilities
    
    
    
    
    
    
    24,896Total members capital
    
    
    
    
    
    
    91,957Total liabilities and members capital
    
    $
    
    
    
    $
    281,505
 Year ended December 312008
    
    
    2007
    
    
    2006(dollars in thousands)Total revenue
    
    $
    
    
    
    $
    38,278
    
    
    $
    41,109Total expenses
    
    
    
    
    
    
    35,551
    
    
    
    42,071Net income (loss)
    
    $
    
    
    
    $
    2,727
    
    
    $
    (962
    )
 Citadel Center.
    F-30




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##### Table of Contents



11. Investments in Unconsolidated Joint Ventures (continued)
   Year ended December 312008
    
    
    2007
    
    
    2006(dollars in thousands)Operations (included in loss from
investments in unconsolidated joint
ventures) (1)
    
    $
    
    
    
    $
    
    
    
    $
    (5,470
    )
 (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 for the year ended December 31, 2006.  Year ended December 312008
    
    
    2007
    
    
    2006(dollars in thousands)Total revenue
    
    $
    
    
    
    $
    
    
    
    $
    51,778Total expenses
    
    
    
    
    
    
    
    
    
    
    47,339Net income (loss)
    
    $
    
    
    
    $
    
    
    
    $
    4,439
 Thistle Landing.
  F-31




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##### Table of Contents



11. Investments in Unconsolidated Joint Ventures (continued)
   12. Stock Based Compensation
   Share-Based Payments
   F-32




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##### Table of Contents



13. Related Party Transactions
  Year ended December 312008
    
    
    2007
    
    
    2006(dollars in thousands)Management fees (1)
    
    $
    
    
    
    $
    913
    
    
    $
    1,151Payroll and other operating costs
    
    
    
    
    
    
    1,339
    
    
    
    1,397Leasing costs (1)
    
    
    
    
    
    
    867
    
    
    
    1,298
 (1)
    
    We earned 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, were offset by our
equity in earnings from this joint venture.  Year ended December 312008
    
    
    2007
    
    
    2006(dollars in thousands)Management fees (1)
    
    $
    
    
    
    $
    
    
    
    $
    852Payroll and other operating costs
    
    
    
    
    
    
    
    
    
    
    700Leasing costs (1)
    
    
    
    
    
    
    
    
    
    
    36
 (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-33




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##### Table of Contents



13. Related Party Transactions (continued)
   14. Fair Values of Financial Instruments
  Fair Value Hierarchy
   Level 1
    
    Valuation is based upon quoted prices for identical instruments traded in
active markets.Level 2
    
    Valuation is based upon quoted prices for similar instruments in active
markets, quoted prices for identical or similar instruments in markets that are not
active, and model-based valuation techniques for which all significant assumptions are
observable in the market.Level 3
    
    Valuation is generated from model-based techniques that use at least one
significant assumption not observable in the market. These unobservable assumptions
reflect estimates of assumptions that market participants would use in pricing the
asset or liability.
  Cash and Cash Equivalents and Restricted Cash Escrows, Receivables and Payables
   F-34




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##### Table of Contents



14. Fair Values of Financial Instruments (continued)
  Mortgage and Notes Payable
  15. Commitments and Contingencies
 Legal.
    F-35




---



##### Table of Contents



15. Commitments and Contingencies (contingencies)
  Accounting for Contingencies
 Environmental.
    F-36




---



##### Table of Contents



15. Commitments and Contingencies (continued)
  Accounting for Conditional Asset Retirement Obligations, Accounting for Asset
Retirement Obligations
    F-37




---



##### Table of Contents



15. Commitments and Contingencies (continued)
 Tax Indemnities.
       F-38




---



##### Table of Contents



15. Commitments and Contingencies (continued)
  Lease Liabilities.
      F-39




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##### Table of Contents



16. Property Acquisitions, Placed in Service and Dispositions
  MonthProperty
    
    Location
    
    
    Sales Price
    
    
    Sold(dollars in thousands)2008 SalesOffice:The United Building (1)
    
    Chicago, IL
    
    $
    50,000
    
    
    January330 N. Wabash Avenue (2)
    
    Chicago, IL
    
    $
    46,000
    
    
    March1051 N. Kirk Road (3)
    
    Batavia, IL
    
    $
    4,080
    
    
    May2007 SalesOffice:Narco River Business Center (4)
    
    Calumet City, IL
    
    $
    7,400
    
    
    May2006 SalesOffice:Citadel Center (5)
    
    Chicago, IL
    
    $
    560,000
    
    
    NovemberLand:Libertyville (6)
    
    Libertyville, IL
    
    $
    2,400
    
    
    April
 (1)
    
    On January 7, 2008, we completed the sale of our 50.0% common joint venture interest in The
United Building located at 77 West Wacker Drive in Chicago, Illinois to our joint venture
partner. The sale price was $50.0 million, subject to customary pro-rations and adjustments.
We recognized a gain of $29.4 million and we used $18.8 million of the net proceeds to retire
the outstanding balance on two Citicorp mezzanine loans.(2)
    
    On March 18, 2008, one of our subsidiaries, 330 LLC, completed the sale of Floors 2 through
13 of our 330 N. Wabash Avenue property for the purchase price of $46.0 million, subject to
customary prorations and adjustments as provided in the purchase and sale agreement. We
recognized a book gain on the sale of approximately $9.8 million.(3)
    
    On May 2, 2008, we closed on the sale of this property. The net proceeds from the sale of
$4.1 million were used to retire the outstanding debt on the property. We recognized a book
gain of $0.5 million in the second quarter of 2008.(4)
    
    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.(5)
    
    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.  F-40




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##### Table of Contents



16. Property Acquisitions, Placed in Service and Dispositions (continued)
 At the closing, the Operating Partnership indemnified the purchaser against any costs or
expenses in connection with the Citadel Reimbursement Obligation, as described in Note 15 
Commitments and Contingencies  Lease Liabilities. 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).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).(6)
    
    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.  F-41




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##### Table of Contents



17. Interim Financial Information (unaudited)
  Year ended December 31Fourth
    
    
    Third
    
    
    Second
    
    
    FirstTotal
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter(dollars in thousands, except per share amounts)Total revenue
    
    $
    64,840
    
    
    $
    15,146
    
    
    $
    15,967
    
    
    $
    16,457
    
    
    $
    17,270Total expenses
    
    
    65,633
    
    
    
    16,657
    
    
    
    15,333
    
    
    
    16,159
    
    
    
    17,484Operating (loss) income
    
    
    (793
    )
    
    
    (1,511
    )
    
    
    634
    
    
    
    298
    
    
    
    (214
    )Loss from investments in
unconsolidated joint ventures
    
    
    (60,343
    )
    
    
    1
    
    
    
    1
    
    
    
    9
    
    
    
    (60,354
    )Provision for asset impairment
from unconsolidated joint ventures
    
    
    (5,633
    )
    
    
    
    
    
    
    
    
    
    
    (5,633
    )
    
    
    Interest and other income (expense)
    
    
    1,271
    
    
    
    651
    
    
    
    (508
    )
    
    
    257
    
    
    
    871Interest:Expense
    
    
    (30,085
    )
    
    
    (7,889
    )
    
    
    (6,938
    )
    
    
    (6,856
    )
    
    
    (8,402
    )Amortization of deferred
financing costs
    
    
    (2,244
    )
    
    
    (835
    )
    
    
    (829
    )
    
    
    (341
    )
    
    
    (239
    )Gain on sales of real estate and
joint venture interests
    
    
    39,194
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,194Recovery of distributions and
losses to minority partners in
excess of basis
    
    
    14,222
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,222Distributions and losses to
minority partners in excess of
basis
    
    
    (20,293
    )
    
    
    (6,978
    )
    
    
    (5,853
    )
    
    
    (7,462
    )
    
    
    Loss from continuing operations
before minority interests
    
    
    (64,704
    )
    
    
    (16,561
    )
    
    
    (13,493
    )
    
    
    (19,728
    )
    
    
    (14,922
    )Minority interests
    
    
    (8,660
    )
    
    
    8,437
    
    
    
    7,269
    
    
    
    6,670
    
    
    
    (31,036
    )Loss from continuing operations
    
    
    (73,364
    )
    
    
    (8,124
    )
    
    
    (6,224
    )
    
    
    (13,058
    )
    
    
    (45,958
    )Discontinued operations, net of
minority interests in the amount
of $(1,457) in the fourth quarter,
$(1,418) in the
third quarter, $(369) in the
second quarter and $135 in the
first quarter
    
    
    28
    
    
    
    13
    
    
    
    13
    
    
    
    2
    
    
    
    Net loss
    
    
    (73,336
    )
    
    
    (8,111
    )
    
    
    (6,211
    )
    
    
    (13,056
    )
    
    
    (45,958
    )Net income allocated to preferred
shareholders
    
    
    (9,000
    )
    
    
    (2,250
    )
    
    
    (2,250
    )
    
    
    (2,250
    )
    
    
    (2,250
    )Net loss available to common
shareholders
    
    $
    (82,336
    )
    
    $
    (10,361
    )
    
    $
    (8,461
    )
    
    $
    (15,306
    )
    
    $
    (48,208
    )Basic and diluted earnings
available to common shares per
weighted average common shareLoss from continuing operations
after minority interests and
allocation to preferred
shareholders
    
    $
    (348.29
    )
    
    $
    (43.87
    )
    
    $
    (35.83
    )
    
    $
    (64.73
    )
    
    $
    (203.86
    )Discontinued operations, net of
minority interests
    
    
    0.12
    
    
    
    0.06
    
    
    
    0.05
    
    
    
    0.01
    
    
    
    Net loss available per
weighted-average common share of
beneficial interest  basic and
diluted
    
    $
    (348.17
    )
    
    $
    (43.81
    )
    
    $
    (35.78
    )
    
    $
    (64.72
    )
    
    $
    (203.86
    )Weighted average common
shares  basic and diluted
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483Dividends paid per common share
    
    $
    0.67353
    
    
    $
    
    
    
    $
    
    
    
    $
    0.561275
    
    
    $
    0.112255
  F-42




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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
    
    $
    73,174
    
    
    $
    16,137
    
    
    $
    16,965
    
    
    $
    20,623
    
    
    $
    19,449Total expenses
    
    
    73,874
    
    
    
    17,113
    
    
    
    16,110
    
    
    
    21,715
    
    
    
    18,936Operating (loss) income
    
    
    (700
    )
    
    
    (976
    )
    
    
    855
    
    
    
    (1,092
    )
    
    
    513Loss from investments in
unconsolidated joint ventures
    
    
    (49,687
    )
    
    
    (48,274
    )
    
    
    (665
    )
    
    
    (224
    )
    
    
    (524
    )Interest and other income (expense)
    
    
    2,764
    
    
    
    729
    
    
    
    804
    
    
    
    947
    
    
    
    284Interest:Expense
    
    
    (33,088
    )
    
    
    (9,380
    )
    
    
    (9,887
    )
    
    
    (6,880
    )
    
    
    (6,941
    )Amortization of deferred
financing costs
    
    
    (907
    )
    
    
    (228
    )
    
    
    (229
    )
    
    
    (230
    )
    
    
    (220
    )Distributions and losses to
minority partners in excess of
basis
    
    
    (14,222
    )
    
    
    (10,172
    )
    
    
    (4,050
    )
    
    
    
    
    
    
    Loss from continuing operations
before minority interests
    
    
    (95,840
    )
    
    
    (68,301
    )
    
    
    (13,172
    )
    
    
    (7,479
    )
    
    
    (6,888
    )Minority interests
    
    
    36,805
    
    
    
    9,906
    
    
    
    8,198
    
    
    
    9,644
    
    
    
    9,057(Loss) income from continuing
operations
    
    
    (59,035
    )
    
    
    (58,395
    )
    
    
    (4,974
    )
    
    
    2,165
    
    
    
    2,169Discontinued operations, net of
minority interests in the amount
of $241 in the fourth quarter, $8
in the third quarter, $(1,715) in
the second quarter and $(437) in
the first quarter
    
    
    17
    
    
    
    (2
    )
    
    
    
    
    
    
    15
    
    
    
    4Net (loss) income
    
    
    (59,018
    )
    
    
    (58,397
    )
    
    
    (4,974
    )
    
    
    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
    
    $
    (68,018
    )
    
    $
    (60,647
    )
    
    $
    (7,224
    )
    
    $
    (70
    )
    
    $
    (77
    )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
    
    $
    (287.69
    )
    
    $
    (256.44
    )
    
    $
    (30.55
    )
    
    $
    (0.36
    )
    
    $
    (0.34
    )Discontinued operations, net of
minority interests
    
    
    0.07
    
    
    
    (0.01
    )
    
    
    
    
    
    
    0.06
    
    
    
    0.02Net loss available per
weighted-average common share of
beneficial interest  basic and
diluted
    
    $
    (287.62
    )
    
    $
    (256.45
    )
    
    $
    (30.55
    )
    
    $
    (0.30
    )
    
    $
    (0.32
    )Weighted average common
shares  basic and diluted
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483
    
    
    
    236,483
  F-43




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##### Table of Contents



17. Interim Financial Information (unaudited) (continued)
 (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.  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
 Business Combinations , Noncontrolling Interests in Consolidated Financial
Statements .
  19. Subsequent Events
 Dividends.
 180 N. LaSalle Street Sale.
  F-44




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##### Table of Contents



19. Subsequent Events (continued)
   F-45




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##### Table of Contents



PRIME GROUP REALTY TRUST
 
 SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION
 AS OF DECEMBER 31, 2008
(dollars in thousands)
 Gross Amount Carried atCost Capitalized
    
    
    Close of Period
    
    
    AccumulatedEncumbrances(1)

    
    
    Initial Cost(2)
    
    
    Subsequent to Acquisition
    
    
    12/31/08
    
    
    DepreciationBuildings
    
    
    
    
    
    
    Buildings
    
    
    
    
    
    
    Building
    
    
    
    
    
    
    at
    
    
    Date ofDecember 31
    
    
    
    
    
    
    and
    
    
    
    
    
    
    and
    
    
    
    
    
    
    and
    
    
    
    
    
    
    December 31
    
    
    Original2008
    
    
    Land
    
    
    Improvements
    
    
    Land
    
    
    Improvements
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    2008 (3)
    
    
    Acquisition280 Shuman Blvd.
    
    $
    
    
    
    $
    2,092
    
    
    $
    3,642
    
    
    $
    12
    
    
    $
    606
    
    
    $
    2,104
    
    
    $
    4,248
    
    
    $
    6,352
    
    
    $
    867
    
    
    Nov. 1997Continental Towers
    
    
    115,000
    
    
    
    12,166
    
    
    
    122,980
    
    
    
    363
    
    
    
    5,668
    
    
    
    12,529
    
    
    
    128,648
    
    
    
    141,177
    
    
    
    17,960
    
    
    Dec. 19974343 Commerce Court
    
    
    11,392
    
    
    
    2,370
    
    
    
    13,572
    
    
    
    (8
    )
    
    
    1,512
    
    
    
    2,362
    
    
    
    15,084
    
    
    
    17,446
    
    
    
    2,338
    
    
    Nov. 1997800-810 Jorie Blvd.
    
    
    22,467
    
    
    
    6,265
    
    
    
    20,187
    
    
    
    (423
    )
    
    
    (827
    )
    
    
    5,842
    
    
    
    19,360
    
    
    
    25,202
    
    
    
    3,393
    
    
    Aug. 1999330 N. Wabash Avenue
    
    
    138,000
    
    
    
    45,582
    
    
    
    126,397
    
    
    
    (8,012
    )
    
    
    15,900
    
    
    
    37,570
    
    
    
    142,297
    
    
    
    179,867
    
    
    
    19,603
    
    
    Dec. 1999Brush Hill Office Court
    
    
    7,819
    
    
    
    3,456
    
    
    
    10,295
    
    
    
    (24
    )
    
    
    956
    
    
    
    3,432
    
    
    
    11,251
    
    
    
    14,683
    
    
    
    1,880
    
    
    Dec. 1999Enterprise Center II
    
    
    5,775
    
    
    
    1,659
    
    
    
    5,272
    
    
    
    (6
    )
    
    
    888
    
    
    
    1,653
    
    
    
    6,160
    
    
    
    7,813
    
    
    
    784
    
    
    Jan. 20007100 Madison Avenue
    
    
    3,746
    
    
    
    1,268
    
    
    
    3,663
    
    
    
    (2
    )
    
    
    (26
    )
    
    
    1,266
    
    
    
    3,637
    
    
    
    4,903
    
    
    
    490
    
    
    Apr. 2000Other Corporate Assets
    
    
    81,500
    
    
    
    
    
    
    
    464
    
    
    
    
    
    
    
    61
    
    
    
    
    
    
    
    525
    
    
    
    525
    
    
    
    475Total
    
    $
    385,699
    
    
    $
    74,858
    
    
    $
    306,472
    
    
    $
    (8,100
    )
    
    $
    24,738
    
    
    $
    66,758
    
    
    $
    331,210
    
    
    $
    397,968
    
    
    $
    47,790
  F-46




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##### Table of Contents



PRIME GROUP REALTY TRUST
SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION
(continued)
AS OF DECEMBER 31, 2008
 (1)
    
    See Note 4  Mortgage Notes Payable 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.
 (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
   Year ended December 312008
    
    
    2007
    
    
    2006(dollars in thousands)Balance, beginning of period
    
    $
    422,820
    
    
    $
    410,025
    
    
    $
    471,892Additions
    
    
    9,900
    
    
    
    21,602
    
    
    
    14,010Disposals
    
    
    (37,300
    )
    
    
    (4,999
    )
    
    
    Property held for sale
    
    
    2,548
    
    
    
    (3,808
    )
    
    
    (75,877
    )Balance, close of period
    
    $
    397,968
    
    
    $
    422,820
    
    
    $
    410,025
  Year ended December 312008
    
    
    2007
    
    
    2006(dollars in thousands)Balance at beginning of period
    
    $
    41,655
    
    
    $
    31,366
    
    
    $
    11,142Depreciation and amortization
    
    
    12,671
    
    
    
    21,678
    
    
    
    20,419Disposals
    
    
    (14,862
    )
    
    
    (368
    )
    
    
    Property held for sale
    
    
    8,326
    
    
    
    (11,021
    )
    
    
    (195
    )Balance, close of period
    
    $
    47,790
    
    
    $
    41,655
    
    
    $
    31,366
  F-47




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##### Table of Contents



Consolidated Financial StatementsBHAC Capital IV LLCAs of December 31, 2008 and 2007 (Restated) and for the 
Year Ended December 31, 2008 and for thePeriod From 
Acquisition (June 11, 2007) to December
31, 2007 (Restated)

With Report of Independent Auditors
  F-48




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##### Table of Contents



Contents
 Report of Independent Registered Public Accounting Firm
    
    
    F-50Consolidated Financial StatementsConsolidated Balance Sheets
    
    
    F-51Consolidated Statements of Operations
    
    
    F-53Consolidated Statements of Changes in Members Equity (Deficit)
    
    
    F-54Consolidated Statements of Cash Flows
    
    
    F-55Notes to Consolidated Financial Statements
    
    
    F-57Financial Statement ScheduleSchedule III  Real Estate and Accumulated Depreciation as of December 31, 2008
    
    
    F-95
  F-49




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##### Table of Contents



/s/ Ernst & Young LLP 
  F-50




---



##### Table of Contents



December 312007(As Restated 2008
    
    
    See Note 1a)(In Thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    19,401
    
    
    $
    10,574Accounts receivable, net of allowance for doubtful accounts of $589 and
$896 at December 31, 2008 and 2007, respectively
    
    
    15,612
    
    
    
    19,315Restricted cash
    
    
    66,100
    
    
    
    88,898Other current assets
    
    
    23,382
    
    
    
    19,103Receivable from affiliated party (mortgage and mezzanine obligation),
net of allowance of $657,117 at December 31, 2008
    
    
    818,013
    
    
    
    Due from affiliates
    
    
    
    
    
    
    34,252Total current assets
    
    
    942,508
    
    
    
    172,142Property and equipment, net of accumulated depreciation of
$468,789 and $171,151 at December 31, 2008 and 2007, respectively
    
    
    5,406,059
    
    
    
    5,683,185Land available for sale
    
    
    2,000
    
    
    
    2,000Deferred financing costs, net of accumulated amortization of $46,560
and $16,625 at December 31, 2008 and 2007, respectively
    
    
    28,601
    
    
    
    58,255Trademarks
    
    
    34,291
    
    
    
    43,000Intangible assets, net of accumulated amortization of $10,052 and
$13,416 at December 31, 2008 and 2007, respectively
    
    
    14,396
    
    
    
    117,556Goodwill
    
    
    
    
    
    
    283,947Receivable from affiliated party (mortgage and mezzanine obligation)
    
    
    
    
    
    
    1,476,656Other assets
    
    
    2,851
    
    
    
    2,239Total assets
    
    $
    6,430,706
    
    
    $
    7,838,980
 See accompanying notes.
  F-51




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##### Table of Contents



December 312007(As Restated 2008
    
    
    See Note 1a)(In Thousands)Liabilities and members (deficit) equityCurrent liabilitiesAccounts payable and other accrued expenses
    
    $
    37,563
    
    
    $
    41,817Accrued real estate taxes
    
    
    19,827
    
    
    
    16,887Accrued payroll and payroll related expenses
    
    
    20,198
    
    
    
    29,776Accrued interest payable
    
    
    16,691
    
    
    
    25,162Construction and retainage payables
    
    
    618
    
    
    
    1,739Mortgages payable
    
    
    4,108,349
    
    
    
    Mezzanine loans
    
    
    3,295,456
    
    
    
    Subordinated notes, net of discount of $881 and $347 at
December 31, 2008 and 2007, respectively
    
    
    7,268
    
    
    
    30,553Due to affiliates
    
    
    4,670
    
    
    
    Total current liabilities
    
    
    7,510,640
    
    
    
    145,934Mortgage payable
    
    
    
    
    
    
    4,100,000Mezzanine loans
    
    
    
    
    
    
    3,295,456Subordinated notes, net of discount of $1,158 at December 31, 2007
    
    
    
    
    
    
    6,991Capital lease obligation
    
    
    131
    
    
    
    131Other liabilities
    
    
    793
    
    
    
    485Total liabilities
    
    
    7,511,564
    
    
    
    7,548,997Commitments and contingenciesMinority interest in HVM L.L.C.
    
    
    
    
    
    
    1,280Minority interest in Extended Stay Inc.
    
    
    109
    
    
    
    117Total minority interests
    
    
    109
    
    
    
    1,397Members (deficit) equity
    
    
    (1,080,967
    )
    
    
    288,586Total liabilities and members (deficit) equity
    
    $
    6,430,706
    
    
    $
    7,838,980
 See accompanying notes.
  F-52




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##### Table of Contents



Period FromAcquisition(June 11, 2007)to December 31,Year Ended
    
    
    2007December 31,
    
    
    (As Restated 2008
    
    
    See Note 1a)(In Thousands)RevenuesRoom revenues
    
    $
    782,566
    
    
    $
    474,016Other property revenues
    
    
    11,829
    
    
    
    7,008Management, administrative services, and G&A
reimbursement fee income  affiliated party
    
    
    24,259
    
    
    
    10,666Reimbursement of payroll from managed properties  affiliated party
    
    
    41,828
    
    
    
    23,674Total revenues
    
    
    860,482
    
    
    
    515,364Operating expensesProperty operating expenses
    
    
    357,803
    
    
    
    202,758Corporate operating expenses
    
    
    82,830
    
    
    
    33,145Managed properties payroll and payroll related expense
    
    
    41,828
    
    
    
    23,674Depreciation and amortization
    
    
    313,589
    
    
    
    184,560Loss on disposition of property and equipment
    
    
    1,438
    
    
    
    Allowance for receivable from affiliated party
    
    
    657,117
    
    
    
    Impairment of property and equipment
    
    
    16,184
    
    
    
    Impairment of trademarks
    
    
    8,709
    
    
    
    Impairment of intangible assets
    
    
    96,083
    
    
    
    Impairment of goodwill
    
    
    283,947
    
    
    
    Total operating expenses
    
    
    1,859,528
    
    
    
    444,137Other income
    
    
    353
    
    
    
    484(Loss) income from operations
    
    
    (998,693
    )
    
    
    71,711Interest expense
    
    
    (461,648
    )
    
    
    (318,036
    )Loss on interest rate caps
    
    
    (64
    )
    
    
    (2,900
    )Interest income
    
    
    1,828
    
    
    
    1,279Interest income from affiliate
    
    
    85,340
    
    
    
    59,328Loss from operations before minority interests
    
    
    (1,373,237
    )
    
    
    (188,618
    )Minority interest in income of HVM L.L.C.
    
    
    (2,547
    )
    
    
    (1,356
    )Net loss
    
    
    (1,375,784
    )
    
    
    (189,974
    )Preferred distributions
    
    
    (21,350
    )
    
    
    (19,257
    )Net loss after preferred distributions
    
    $
    (1,397,134
    )
    
    $
    (209,231
    )
 See accompanying notes.
  F-53




---



##### Table of Contents



Accumulated
    
    
    TotalMembers
    
    
    Deficit and
    
    
    MembersCapital
    
    
    Distributions
    
    
    Equity (Deficit)(In Thousands)Contribution of capital June 11, 2007
    
    $
    497,817
    
    
    $
    
    
    
    $
    497,817Preferred distributions
    
    
    
    
    
    
    (19,257
    )
    
    
    (19,257
    )Net loss
    
    
    
    
    
    
    (189,974
    )
    
    
    (189,974
    )Balance at December 31, 2007
    
    
    497,817
    
    
    
    (209,231
    )
    
    
    288,586Contribution of capital
    
    
    27,581
    
    
    
    
    
    
    
    27,581Preferred distributions
    
    
    
    
    
    
    (21,350
    )
    
    
    (21,350
    )Net loss
    
    
    
    
    
    
    (1,375,784
    )
    
    
    (1,375,784
    )Balance at December 31, 2008
    
    $
    525,398
    
    
    $
    (1,606,365
    )
    
    $
    (1,080,967
    )
 See accompanying notes.
  F-54




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##### Table of Contents



Period FromAcquisition(June 11, 2007)to December 31,Year Ended
    
    
    2007December 31,
    
    
    (As Restated 2008
    
    
    See Note 1a)(In Thousands)Operating activitiesNet loss
    
    $
    (1,375,784
    )
    
    $
    (189,974
    )Adjustments to reconcile net loss to net cash provided by
operating activities:Depreciation and amortization
    
    
    313,589
    
    
    
    184,560Allowance for receivable from affiliate
    
    
    657,117
    
    
    
    Impairment of property and equipment
    
    
    16,184
    
    
    
    Impairment of trademarks
    
    
    8,709
    
    
    
    Impairment of intangible assets
    
    
    96,083
    
    
    
    Impairment of goodwill
    
    
    283,947
    
    
    
    Amortization of deferred financing costs
    
    
    29,935
    
    
    
    16,625Accretion of discount on subordinated notes
    
    
    624
    
    
    
    1,078Loss on interest rate caps
    
    
    64
    
    
    
    2,900Loss on disposals of property and equipment
    
    
    1,438
    
    
    
    Minority interest in income of HVM L.L.C.
    
    
    2,547
    
    
    
    1,356Change in assets and liabilities:Accounts receivable, net of change in allowance
    
    
    3,703
    
    
    
    1,669Other current assets
    
    
    30,413
    
    
    
    (9,202
    )Accrued real estate taxes
    
    
    2,940
    
    
    
    (3,184
    )Accounts payable and other accrued expenses
    
    
    (4,023
    )
    
    
    (86
    )Accrued payroll and payroll related expenses
    
    
    (9,578
    )
    
    
    (7,560
    )Accrued interest payable
    
    
    (6,945
    )
    
    
    17,910Other current liabilities
    
    
    4,670
    
    
    
    Net cash provided by operating activities
    
    
    55,633
    
    
    
    16,092Investing activitiesBusiness combination purchase acquisition, net of cash acquired
    
    
    
    
    
    
    (6,056,561
    )Building improvements and purchase of furniture, fixtures,
and equipment
    
    
    (48,052
    )
    
    
    (25,895
    )Decrease (increase) in restricted cash
    
    
    22,798
    
    
    
    (88,898
    )Change in other noncurrent assets
    
    
    (676
    )
    
    
    133Net cash used in investing activities
    
    
    (25,930
    )
    
    
    (6,171,221
    )
  F-55




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##### Table of Contents



Period FromAcquisition(June 11, 2007)to December 31,Year Ended
    
    
    2007December 31,
    
    
    (As Restated 2008
    
    
    See Note 1a)(In Thousands)Financing activitiesProceeds from mortgage payable
    
    $
    8,500
    
    
    $
    3,284,030Proceeds from mezzanine loans
    
    
    
    
    
    
    2,644,149Purchase of interest rate caps
    
    
    
    
    
    
    (2,963
    )Principal payments on mortgage payable
    
    
    (151
    )
    
    
    Repayment of subordinated note
    
    
    (30,900
    )
    
    
    Financing costs
    
    
    (281
    )
    
    
    (74,880
    )Repayment of mezzanine loans
    
    
    
    
    
    
    (4,544
    )Issuance of series units
    
    
    
    
    
    
    339,252Minority interest distributions  Extended Stay Inc.
    
    
    (8
    )
    
    
    (8
    )Distributions and redemptions  HVM L.L.C.
    
    
    (4,267
    )
    
    
    (76
    )Contribution of capital
    
    
    27,581
    
    
    
    Distributions
    
    
    (21,350
    )
    
    
    (19,257
    )Net cash (used in) provided by financing activities
    
    
    (20,876
    )
    
    
    6,165,703Net increase in cash and cash equivalents
    
    
    8,827
    
    
    
    10,574Cash and cash equivalents at beginning of period
    
    
    10,574
    
    
    
    Cash and cash equivalents at end of period
    
    $
    19,401
    
    
    $
    10,574Supplemental cash flow informationCash payments for interest
    
    $
    438,027
    
    
    $
    233,094Income tax payments, net of refunds
    
    $
    3,193
    
    
    $
    103Supplemental noncash disclosuresIncrease in mortgage payable
    
    $
    
    
    
    $
    815,970Increase in mezzanine loan
    
    $
    
    
    
    $
    655,851(Decrease) increase in accrued interest payable
    
    $
    (1,526
    )
    
    $
    4,835Increase in receivable from affiliated party
    
    $
    
    
    
    $
    1,476,656Contribution of Series B equity interests
    
    $
    
    
    
    $
    158,565
 See accompanying notes.
  F-56




---



##### Table of Contents



1. Business and Organization
 General
  Organization
    F-57




---



##### Table of Contents



1. Business and Organization (continued)
 Basis of Presentation
   Going Concern 
   F-58




---



##### 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
    
    
    283,947Total allocated purchase price
    
    $
    6,436,495
  F-59




---



##### Table of Contents



1. Business and Organization (continued)
   1a. Restatement
   F-60




---



##### Table of Contents



1a. Restatement (continued)
   2007 (AsPreviously
    
    
    Restatement
    
    
    2007 (AsReported)
    
    
    Adjustments
    
    
    Restated)Due from affiliates
    
    $
    71,286
    
    
    $
    (37,034
    )
    
    $
    34,252Goodwill
    
    $
    246,913
    
    
    $
    37,034
    
    
    $
    283,947
 2. Summary of Significant Accounting Policies
 Use of Estimates
  Cash and Cash Equivalents
  Accounts Receivable and Allowance for Doubtful Accounts
   F-61




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##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 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




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##### Table of Contents



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




---



##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
    Deferred Financing Costs
  Supplies
  Revenue Recognition
   F-64




---



##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 Advertising Costs
  Operating Leases
  Fair Value of Financial Instruments
   Derivative Instruments
 Accounting for Derivative Instruments and Hedging Activities
  F-65




---



##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
  Insurance Reserves
  Variable Interest Entity
    F-66




---



##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
  Income Taxes
   Recently Issued Accounting Standards
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning
of Present Fairly in Conformity With Generally Accepted Accounting Principles
  F-67




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##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 Disclosures about Derivative Instruments and Hedging
Activities Accounting for Derivative Instruments and Hedging Activities
 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 .
  F-68




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##### Table of Contents



2. Summary of Significant Accounting Policies (continued)
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities .
 Business Combinations
 Accounting for Noncontrolling Interests .
  F-69




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##### Table of Contents



3. Property and Equipment
  December 312008
    
    
    2007Hotel operating facilities:Land
    
    $
    986,314
    
    
    $
    989,918Site improvements
    
    
    246,364
    
    
    
    244,793Building and improvements
    
    
    4,397,868
    
    
    
    4,394,854Furniture, fixtures, and equipment
    
    
    229,056
    
    
    
    210,437Total hotel operating facilities
    
    
    5,859,602
    
    
    
    5,840,002Office:Site improvements
    
    
    18
    
    
    
    18Building and improvements
    
    
    10,845
    
    
    
    10,835Fixtures and equipment
    
    
    4,383
    
    
    
    3,481Total office
    
    
    15,246
    
    
    
    14,334Land available for sale
    
    
    2,000
    
    
    
    2,000Less accumulated depreciation
    
    
    (468,789
    )
    
    
    (171,151
    )Total property and equipment, net
    
    $
    5,408,059
    
    
    $
    5,685,185
  F-70




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##### Table of Contents



3. Property and Equipment (continued)
     Years Ending December 31:2009
    
    $
    3692010
    
    
    3892011
    
    
    3972012
    
    
    3982013
    
    
    408Thereafter
    
    
    6,228Total
    
    $
    8,189
  F-71




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##### Table of Contents



3. Property and Equipment (continued)
     F-72




---



##### Table of Contents



4. Intangible Assets, Deferred Financing Costs and Goodwill
  December 31, 2008
    
    
    December 31, 2007Gross
    
    
    
    
    
    
    
    
    
    
    GrossUseful
    
    Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedLife
    
    Amount
    
    
    Amortization
    
    
    Net Value
    
    
    Amount
    
    
    Amortization
    
    
    Net ValueValuation of customer relationships
    
    18 yrs.
    
    $
    14,290
    
    
    $
    
    
    
    $
    14,290
    
    
    $
    120,814
    
    
    $
    (3,729
    )
    
    $
    117,085Valuation of customer email database
    
    5 yrs.
    
    
    154
    
    
    
    (48
    )
    
    
    106
    
    
    
    154
    
    
    
    (17
    )
    
    
    137Valuation of advance booking backlog
    
    1 yr.
    
    
    10,004
    
    
    
    (10,004
    )
    
    
    
    
    
    
    10,004
    
    
    
    (9,670
    )
    
    
    334Total amortizable intangibles
    
    
    
    
    24,448
    
    
    
    (10,052
    )
    
    
    14,396
    
    
    
    130,972
    
    
    
    (13,416
    )
    
    
    117,556Deferred financing costs
    
    2-5 yrs.
    
    
    75,161
    
    
    
    (46,560
    )
    
    
    28,601
    
    
    
    74,880
    
    
    
    (16,625
    )
    
    
    58,255Total amortizable intangibles and
deferred financing costs
    
    
    
    $
    99,609
    
    
    $
    (56,612
    )
    
    $
    42,997
    
    
    $
    205,852
    
    
    $
    (30,041
    )
    
    $
    175,811
  AmortizableIntangibleTrademarks
    
    
    Goodwill
    
    
    AssetsBalance at December 31, 2007
    
    $
    43,000
    
    
    $
    283,947
    
    
    $
    117,556Amortization
    
    
    
    
    
    
    
    
    
    
    (7,077
    )Impairment loss recognized
    
    
    (8,709
    )
    
    
    (283,947
    )
    
    
    (96,083
    )Balance at December 31, 2008
    
    $
    34,291
    
    
    $
    
    
    
    $
    14,396
    F-73




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##### Table of Contents



4. Intangible Assets, Deferred Financing Costs and Goodwill (continued)
 Business Combinations
  Amortizable
    
    
    DeferredIntangible
    
    
    FinancingAssets
    
    
    Costs
    
    
    TotalYears Ending December 31:2009
    
    $
    900
    
    
    $
    16,214
    
    
    $
    17,1142010
    
    
    900
    
    
    
    5,077
    
    
    
    5,9772011
    
    
    900
    
    
    
    5,061
    
    
    
    5,9612012
    
    
    882
    
    
    
    2,249
    
    
    
    3,1312013
    
    
    869
    
    
    
    
    
    
    
    869Thereafter
    
    
    9,945
    
    
    
    
    
    
    
    9,945Total
    
    $
    14,396
    
    
    $
    28,601
    
    
    $
    42,997
  F-74




---



##### Table of Contents



5. Debt
 June 2007 Mortgage Payable$4.1 Billion
     F-75




---



##### Table of Contents



5. Debt (continued)
      F-76




---



##### Table of Contents



5. Debt (continued)
     F-77




---



##### Table of Contents



5. Debt (continued)
   December 312008
    
    
    2007Debt service
    
    $
    15,007
    
    
    $
    17,529Taxes and insurance
    
    
    9,497
    
    
    
    23,139Replacements reserve
    
    
    3,050
    
    
    
    8,469Operating expenses and management fees
    
    
    5,011
    
    
    
    7,608Ground leases
    
    
    134
    
    
    
    117Required repairs
    
    
    2,439
    
    
    
    2,427Preferred return
    
    
    1,250
    
    
    
    Excess cash flow
    
    
    5,019
    
    
    
    Total
    
    $
    41,407
    
    
    $
    59,289
   F-78




---



##### Table of Contents



5. Debt (continued)
  June 2007 Mezzanine Loans$3.3 Billion
 th
    F-79




---



##### Table of Contents



5. Debt (continued)
    Amendment to June 2007 Mortgage Payable and June 2007 Mezzanine Loans
   F-80




---



##### Table of Contents



5. Debt (continued)
 Subordinated Notes due March 2008
     Subordinated Notes due June 2011
   F-81




---



##### Table of Contents



5. Debt (continued)
    Mortgage Payable$8.5 Million in Default
    F-82




---



##### Table of Contents



5. Debt (continued)
 Advance from Affiliate
  Interest Rate Caps
   Allocated
    
    
    LIBOR
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    WeightedNotional
    
    
    Strike
    
    
    Effective
    
    
    Maturity
    
    
    Fair
    
    
    
    
    
    
    Avg InterestDebt Obligation
    
    Amount
    
    
    Price
    
    
    Dates
    
    
    Dates
    
    
    Value
    
    
    (Loss)
    
    
    RateMortgage payable
    
    $
    1,281,000
    
    
    
    6
    %
    
    
    6/11/2007
    
    
    
    6/15/2009
    
    
    $
    
    
    
    
    
    
    
    
    4.53
    %Mezzanine loans
    
    
    1,762,000
    
    
    
    6
    %
    
    
    6/11/2007
    
    
    
    6/15/2009
    
    
    
    
    
    
    
    
    
    
    
    4.06
    %Mezzanine loans
    
    
    881,000
    
    
    
    6
    %
    
    
    6/08/2007
    
    
    
    6/15/2009
    
    
    
    
    
    
    
    
    
    
    
    4.15
    %Totals
    
    $
    3,924,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    (64
    )
  F-83




---



##### Table of Contents



5. Debt (continued)
  Allocated
    
    
    LIBOR
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    WeightedNotional
    
    
    Strike
    
    
    Effective
    
    
    Maturity
    
    
    Fair
    
    
    
    
    
    
    Avg InterestDebt Obligation
    
    Amount
    
    
    Price
    
    
    Dates
    
    
    Dates
    
    
    Value
    
    
    (Loss)
    
    
    RateMortgage payable
    
    $
    1,281,000
    
    
    
    6
    %
    
    
    6/11/2007
    
    
    
    6/15/2009
    
    
    $
    21
    
    
    
    
    
    
    
    6.78
    %Mezzanine loans
    
    
    1,762,000
    
    
    
    6
    %
    
    
    6/11/2007
    
    
    
    6/15/2009
    
    
    
    29
    
    
    
    
    
    
    
    7.91
    %Mezzanine loans
    
    
    881,000
    
    
    
    6
    %
    
    
    6/8/2007
    
    
    
    6/15/2009
    
    
    
    14
    
    
    
    
    
    
    
    7.98
    %Totals
    
    $
    3,924,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    64
    
    
    $
    (2,900
    )
 Interest Expense
  Principal
    
    
    Principal
    
    
    InterestOutstanding
    
    
    Outstanding
    
    
    Expense for the
    
    
    InterestOriginal
    
    
    as of
    
    
    as of
    
    
    Year Ended
    
    
    Expense forPrincipal
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    the 2007Description
    
    Amount
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    PeriodJune 2007 financing:Mortgage loan
    
    $
    4,100,000
    
    
    $
    4,099,849
    
    
    $
    4,100,000
    
    
    $
    249,529
    
    
    $
    151,904Mezzanine loans
    
    
    3,300,000
    
    
    
    3,295,456
    
    
    
    3,295,456
    
    
    
    209,099
    
    
    
    162,828SubtotalJune 2007 financing
    
    
    7,400,000
    
    
    
    7,395,305
    
    
    
    7,395,456
    
    
    
    458,628
    
    
    
    314,732Subordinated Notes:2008 Notes
    
    
    30,900
    
    
    
    
    
    
    
    30,900
    
    
    
    891
    
    
    
    1,5712011 Notes
    
    
    8,149
    
    
    
    8,149
    
    
    
    8,149
    
    
    
    805
    
    
    
    447Discount on 2008 and 2011 Notes
    
    
    (2,583
    )
    
    
    (881
    )
    
    
    (1,505
    )
    
    
    624
    
    
    
    1,078Mortgage loan
    
    
    8,500
    
    
    
    8,500
    
    
    
    
    
    
    
    527
    
    
    
    Letters of credit fees and bank fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    173
    
    
    
    208Total
    
    $
    7,444,966
    
    
    $
    7,411,073
    
    
    $
    7,433,000
    
    
    $
    461,648
    
    
    $
    318,036
  F-84




---



##### Table of Contents



5. Debt (continued)
  PremiumAmortization/Debt
    
    
    Discount
    
    
    TotalPayments
    
    
    Accretion
    
    
    ObligationYears ending December 31,2009
    
    $
    7,411,954
    
    
    $
    (881
    )
    
    $
    7,411,0732010
    
    
    
    
    
    
    
    
    
    
    2011
    
    
    
    
    
    
    
    
    
    
    2012
    
    
    
    
    
    
    
    
    
    
    2013
    
    
    
    
    
    
    
    
    
    
    Thereafter
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    7,411,954
    
    
    $
    (881
    )
    
    $
    7,411,073
 Other
  6. Income Taxes
   F-85




---



##### Table of Contents



6. Income Taxes (continued)
     F-86




---



##### Table of Contents



7. Equity
   Basis in Leveraged Buyout Transactions
   F-87




---



##### Table of Contents



7. Equity (continued)
      F-88




---



##### Table of Contents



7. Equity (continued)
  Series Units
    
    
    Common UnitsA-1
    
    
    A-2
    
    
    A-3
    
    
    B
    
    
    A-1
    
    
    A-2
    
    
    A-3
    
    
    B
    
    
    JCapital accounts at June 11, 2007
    
    $
    210,000
    
    
    $
    120,000
    
    
    $
    9,252
    
    
    $
    158,566
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Preferential 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 for the 2007 Period
    
    
    1,190
    
    
    
    (54,015
    )
    
    
    (8,623
    )
    
    
    (147,784
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital accounts at December 31, 2007
    
    $
    211,190
    
    
    $
    65,985
    
    
    $
    629
    
    
    $
    10,782
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Preferential return of 12% of liquidation value
    
    
    25,620
    
    
    
    14,640
    
    
    
    1,129
    
    
    
    19,346
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ALess cash distributions paid
    
    
    (21,350
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AAdjustment of liquidation preference for losses
    
    
    (215,460
    )
    
    
    (80,625
    )
    
    
    (1,758
    )
    
    
    (30,128
    )
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ANet change for the year ended December 31, 2008
    
    
    (211,190
    )
    
    
    (65,985
    )
    
    
    (629
    )
    
    
    (10,782
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital accounts at December 31, 2008
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
   F-89




---



##### Table of Contents



8. Management Company Transactions
 Hotel Management Agreements
    Service Agreements
   F-90




---



##### Table of Contents



8. Management Company Transactions (continued)
 G&A Expense Reimbursement Agreements
  Services to Affiliates
    F-91




---



##### Table of Contents



9. Trademark Licenses
 ESA Trademarks
   10. Commitments and Contingencies
    F-92




---



##### Table of Contents



11. Employee Benefit Plans
  12. Fair Value of Financial Instruments
  December 31, 2008
    
    
    December 31, 2007Carrying
    
    
    Estimated
    
    
    Carrying
    
    
    EstimatedValue
    
    
    Fair Value
    
    
    Value
    
    
    Fair ValueMortgages payable,
mezzanine loans,
and subordinated
debt
    
    $
    7,411,073
    
    
    $
    2,670,000
    
    
    $
    7,433,000
    
    
    $
    7,331,430
   F-93




---



##### Table of Contents



13. Fair Value Measurement
 Fair Value Measurements
         F-94




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedAnchorage  Downtown
    
    AK
    
    (1)
    
    $
    220
    
    
    $
    14,134
    
    
    $
    267
    
    
    $
    221
    
    
    $
    14,401
    
    
    $
    14,622
    
    
    $
    1,205
    
    
    Mar-06
    
    Jun-07
    
    2  43 yearsAnchorage  Midtown
    
    AK
    
    (1)
    
    
    809
    
    
    
    28,279
    
    
    
    64
    
    
    
    809
    
    
    
    28,344
    
    
    
    29,153
    
    
    
    2,639
    
    
    Oct-05
    
    Jun-07
    
    2  43 yearsFairbanks  Old Airport Road
    
    AK
    
    (1)
    
    
    333
    
    
    
    17,929
    
    
    
    428
    
    
    
    333
    
    
    
    18,356
    
    
    
    18,690
    
    
    
    1,499
    
    
    Mar-06
    
    Jun-07
    
    2  43 yearsJuneau  Shell Simmons Drive
    
    AK
    
    (1)
    
    
    1,210
    
    
    
    16,777
    
    
    
    469
    
    
    
    1,210
    
    
    
    17,245
    
    
    
    18,455
    
    
    
    1,454
    
    
    Mar-06
    
    Jun-07
    
    2  43 yearsBirmingham  Inverness
    
    AL
    
    (1)
    
    
    292
    
    
    
    3,424
    
    
    
    94
    
    
    
    292
    
    
    
    3,518
    
    
    
    3,810
    
    
    
    335
    
    
    Mar-96
    
    Jun-07
    
    2  39 yearsBirmingham  Wildwood
    
    AL
    
    (1)
    
    
    789
    
    
    
    3,315
    
    
    
    100
    
    
    
    789
    
    
    
    3,415
    
    
    
    4,204
    
    
    
    321
    
    
    May-96
    
    Jun-07
    
    2  39 yearsHuntsville  U.S. Space and Rocket Center
    
    AL
    
    (1)
    
    
    540
    
    
    
    8,964
    
    
    
    208
    
    
    
    540
    
    
    
    9,129
    
    
    
    9,669
    
    
    
    875
    
    
    Jul-97
    
    Jun-07
    
    2  35 yearsMobile  Spring Hill
    
    AL
    
    (1)
    
    
    380
    
    
    
    12,948
    
    
    
    145
    
    
    
    380
    
    
    
    13,094
    
    
    
    13,474
    
    
    
    1,326
    
    
    May-97
    
    Jun-07
    
    2  35 yearsMontgomery  Carmichael Rd.
    
    AL
    
    (1)
    
    
    739
    
    
    
    1,467
    
    
    
    80
    
    
    
    739
    
    
    
    1,547
    
    
    
    2,286
    
    
    
    180
    
    
    Feb-96
    
    Jun-07
    
    2  39 yearsMontgomery  Eastern Blvd.
    
    AL
    
    (1)
    
    
    1,053
    
    
    
    7,841
    
    
    
    232
    
    
    
    1,053
    
    
    
    8,026
    
    
    
    9,079
    
    
    
    803
    
    
    Aug-97
    
    Jun-07
    
    2  35 yearsFayetteville  Springdale
    
    AR
    
    (1)
    
    
    602
    
    
    
    7,075
    
    
    
    72
    
    
    
    596
    
    
    
    7,154
    
    
    
    7,749
    
    
    
    665
    
    
    Nov-01
    
    Jun-07
    
    2  39 yearsLittle Rock  West
    
    AR
    
    (1)
    
    
    618
    
    
    
    5,966
    
    
    
    89
    
    
    
    618
    
    
    
    6,055
    
    
    
    6,673
    
    
    
    559
    
    
    Nov-97
    
    Jun-07
    
    2  40 yearsLittle Rock  West
    
    AR
    
    (1)
    
    
    670
    
    
    
    6,814
    
    
    
    163
    
    
    
    670
    
    
    
    6,939
    
    
    
    7,609
    
    
    
    714
    
    
    Sep-96
    
    Jun-07
    
    2  34 yearsPhoenix  Airport
    
    AZ
    
    (1)
    
    
    1,967
    
    
    
    7,453
    
    
    
    60
    
    
    
    1,967
    
    
    
    7,513
    
    
    
    9,480
    
    
    
    683
    
    
    Jan-98
    
    Jun-07
    
    2  39 yearsPhoenix  Airport  E. Oak St.
    
    AZ
    
    (1)
    
    
    1,850
    
    
    
    10,778
    
    
    
    70
    
    
    
    1,850
    
    
    
    10,849
    
    
    
    12,699
    
    
    
    1,077
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsPhoenix  Biltmore
    
    AZ
    
    (1)
    
    
    1,282
    
    
    
    12,854
    
    
    
    72
    
    
    
    1,282
    
    
    
    12,925
    
    
    
    14,207
    
    
    
    1,056
    
    
    Jan-97
    
    Jun-07
    
    2  40 yearsPhoenix  Chandler
    
    AZ
    
    (1)
    
    
    1,209
    
    
    
    9,886
    
    
    
    124
    
    
    
    1,209
    
    
    
    10,010
    
    
    
    11,220
    
    
    
    895
    
    
    Sep-98
    
    Jun-07
    
    2  39 yearsPhoenix  Chandler  E. Chandler Blvd.
    
    AZ
    
    (1)
    
    
    1,939
    
    
    
    12,199
    
    
    
    119
    
    
    
    1,939
    
    
    
    12,318
    
    
    
    14,257
    
    
    
    1,257
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsPhoenix  Deer Valley
    
    AZ
    
    (1)
    
    
    1,020
    
    
    
    8,527
    
    
    
    116
    
    
    
    1,020
    
    
    
    8,643
    
    
    
    9,663
    
    
    
    794
    
    
    Jul-98
    
    Jun-07
    
    2  39 yearsPhoenix  Mesa
    
    AZ
    
    (1)
    
    
    977
    
    
    
    10,739
    
    
    
    108
    
    
    
    977
    
    
    
    10,847
    
    
    
    11,824
    
    
    
    982
    
    
    Dec-97
    
    Jun-07
    
    2  38 yearsPhoenix  Metro Center
    
    AZ
    
    (1)
    
    
    1,666
    
    
    
    10,219
    
    
    
    105
    
    
    
    1,666
    
    
    
    10,324
    
    
    
    11,990
    
    
    
    1,067
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsPhoenix  Midtown
    
    AZ
    
    (1)
    
    
    1,343
    
    
    
    14,537
    
    
    
    60
    
    
    
    1,343
    
    
    
    14,597
    
    
    
    15,940
    
    
    
    1,462
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsPhoenix  Peoria
    
    AZ
    
    (1)
    
    
    1,511
    
    
    
    13,347
    
    
    
    144
    
    
    
    1,511
    
    
    
    13,491
    
    
    
    15,002
    
    
    
    1,191
    
    
    Dec-98
    
    Jun-07
    
    2  39 yearsPhoenix  Scottsdale
    
    AZ
    
    (1)
    
    
    1,734
    
    
    
    12,993
    
    
    
    65
    
    
    
    1,734
    
    
    
    13,058
    
    
    
    14,792
    
    
    
    1,267
    
    
    Jun-97
    
    Jun-07
    
    2  35 yearsPhoenix  Scottsdale
    
    AZ
    
    (1)
    
    
    1,749
    
    
    
    9,952
    
    
    
    63
    
    
    
    1,749
    
    
    
    10,015
    
    
    
    11,764
    
    
    
    839
    
    
    Sep-97
    
    Jun-07
    
    2  40 yearsPhoenix  West
    
    AZ
    
    (1)
    
    
    1,471
    
    
    
    6,338
    
    
    
    96
    
    
    
    1,471
    
    
    
    6,434
    
    
    
    7,906
    
    
    
    687
    
    
    Sep-98
    
    Jun-07
    
    2  41 yearsTucson  Butterfield Drive
    
    AZ
    
    (1)
    
    
    473
    
    
    
    8,188
    
    
    
    65
    
    
    
    473
    
    
    
    8,253
    
    
    
    8,726
    
    
    
    757
    
    
    Apr-98
    
    Jun-07
    
    2  41 yearsTucson  Grant Road
    
    AZ
    
    (1)
    
    
    448
    
    
    
    14,583
    
    
    
    75
    
    
    
    448
    
    
    
    14,657
    
    
    
    15,106
    
    
    
    1,417
    
    
    Apr-97
    
    Jun-07
    
    2  35 yearsBakersfield  California Avenue
    
    CA
    
    (1)
    
    
    240
    
    
    
    9,916
    
    
    
    93
    
    
    
    240
    
    
    
    10,009
    
    
    
    10,249
    
    
    
    1,033
    
    
    Nov-96
    
    Jun-07
    
    2  34 yearsBakersfield  Chester Lane
    
    CA
    
    (1)
    
    
    412
    
    
    
    9,644
    
    
    
    44
    
    
    
    412
    
    
    
    9,688
    
    
    
    10,100
    
    
    
    767
    
    
    Oct-05
    
    Jun-07
    
    2  43 yearsDublin  Hacienda Dr.
    
    CA
    
    (1)
    
    
    3,344
    
    
    
    9,537
    
    
    
    189
    
    
    
    3,344
    
    
    
    9,680
    
    
    
    13,024
    
    
    
    844
    
    
    Feb-00
    
    Jun-07
    
    2  38 yearsFairfield  Napa Valley
    
    CA
    
    (1)
    
    
    887
    
    
    
    11,636
    
    
    
    124
    
    
    
    887
    
    
    
    11,719
    
    
    
    12,606
    
    
    
    945
    
    
    Aug-04
    
    Jun-07
    
    2  42 yearsFremont  Newark
    
    CA
    
    (1)
    
    
    2,857
    
    
    
    4,674
    
    
    
    79
    
    
    
    2,857
    
    
    
    4,752
    
    
    
    7,609
    
    
    
    455
    
    
    Aug-99
    
    Jun-07
    
    2  42 yearsFremont  Newark
    
    CA
    
    (1)
    
    
    4,353
    
    
    
    6,648
    
    
    
    86
    
    
    
    4,353
    
    
    
    6,734
    
    
    
    11,087
    
    
    
    666
    
    
    Dec-98
    
    Jun-07
    
    2  39 yearsFremont  Warm Springs
    
    CA
    
    (1)
    
    
    5,101
    
    
    
    3,683
    
    
    
    108
    
    
    
    5,101
    
    
    
    3,764
    
    
    
    8,865
    
    
    
    361
    
    
    Nov-01
    
    Jun-07
    
    2  39 yearsFresno  North
    
    CA
    
    (1)
    
    
    722
    
    
    
    19,391
    
    
    
    166
    
    
    
    722
    
    
    
    19,515
    
    
    
    20,237
    
    
    
    1,860
    
    
    Jul-97
    
    Jun-07
    
    2  35 yearsFresno  West
    
    CA
    
    (1)
    
    
    818
    
    
    
    8,277
    
    
    
    91
    
    
    
    818
    
    
    
    8,367
    
    
    
    9,186
    
    
    
    830
    
    
    Nov-98
    
    Jun-07
    
    2  36 yearsLivermore  Airway Blvd.
    
    CA
    
    (1)
    
    
    2,721
    
    
    
    6,931
    
    
    
    96
    
    
    
    2,721
    
    
    
    7,027
    
    
    
    9,747
    
    
    
    684
    
    
    Jan-98
    
    Jun-07
    
    2  39 yearsLos Angeles  Arcadia
    
    CA
    
    (1)
    
    
    6,684
    
    
    
    12,442
    
    
    
    101
    
    
    
    6,684
    
    
    
    12,544
    
    
    
    19,228
    
    
    
    1,142
    
    
    Apr-98
    
    Jun-07
    
    2  39 yearsLos Angeles  Burbank Airport
    
    CA
    
    (1)
    
    
    5,508
    
    
    
    26,173
    
    
    
    534
    
    
    
    5,508
    
    
    
    26,509
    
    
    
    32,017
    
    
    
    2,029
    
    
    Dec-01
    
    Jun-07
    
    2  42 yearsLos Angeles  Carson
    
    CA
    
    (1)
    
    
    7,297
    
    
    
    6,453
    
    
    
    163
    
    
    
    7,297
    
    
    
    6,577
    
    
    
    13,874
    
    
    
    574
    
    
    N/A
    
    Jun-07
    
    2  42 yearsLos Angeles  Chino Valley
    
    CA
    
    (1)
    
    
    1,236
    
    
    
    11,591
    
    
    
    39
    
    
    
    1,236
    
    
    
    11,630
    
    
    
    12,866
    
    
    
    986
    
    
    Jul-04
    
    Jun-07
    
    2  42 yearsLos Angeles  La Mirada
    
    CA
    
    (1)
    
    
    5,737
    
    
    
    9,560
    
    
    
    93
    
    
    
    5,737
    
    
    
    9,652
    
    
    
    15,390
    
    
    
    1,148
    
    
    Jun-98
    
    Jun-07
    
    2  39 yearsLos Angeles  LAX Airport
    
    CA
    
    (1)
    
    
    5,174
    
    
    
    25,184
    
    
    
    738
    
    
    
    5,174
    
    
    
    25,734
    
    
    
    30,907
    
    
    
    2,059
    
    
    May-99
    
    Jun-07
    
    2  40 yearsLos Angeles  Long Beach
    
    CA
    
    (1)
    
    
    3,952
    
    
    
    21,782
    
    
    
    178
    
    
    
    3,952
    
    
    
    21,910
    
    
    
    25,862
    
    
    
    1,895
    
    
    Nov-97
    
    Jun-07
    
    2  38 years
  F-95




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedLos Angeles  Northridge
    
    CA
    
    (1)
    
    
    7,297
    
    
    
    16,976
    
    
    
    43
    
    
    
    7,297
    
    
    
    17,018
    
    
    
    24,315
    
    
    
    1,410
    
    
    Jul-05
    
    Jun-07
    
    2  43 yearsLos Angeles  Ontario Airport
    
    CA
    
    (1)
    
    
    1,580
    
    
    
    18,379
    
    
    
    230
    
    
    
    1,580
    
    
    
    18,569
    
    
    
    20,149
    
    
    
    1,633
    
    
    May-97
    
    Jun-07
    
    2  38 yearsLos Angeles  San Dimas
    
    CA
    
    (1)
    
    
    7,241
    
    
    
    6,397
    
    
    
    137
    
    
    
    7,241
    
    
    
    6,490
    
    
    
    13,732
    
    
    
    589
    
    
    Feb-99
    
    Jun-07
    
    2  37 yearsLos Angeles  Simi Valley
    
    CA
    
    (1)
    
    
    973
    
    
    
    14,733
    
    
    
    61
    
    
    
    973
    
    
    
    14,794
    
    
    
    15,767
    
    
    
    1,217
    
    
    Dec-04
    
    Jun-07
    
    2  42 yearsLos Angeles  South
    
    CA
    
    (1)
    
    
    6,239
    
    
    
    9,179
    
    
    
    112
    
    
    
    6,239
    
    
    
    9,291
    
    
    
    15,530
    
    
    
    866
    
    
    Dec-98
    
    Jun-07
    
    2  39 yearsLos Angeles  Torrance
    
    CA
    
    (1)
    
    
    4,790
    
    
    
    16,336
    
    
    
    216
    
    
    
    4,790
    
    
    
    16,492
    
    
    
    21,283
    
    
    
    1,427
    
    
    Dec-97
    
    Jun-07
    
    2  38 yearsLos Angeles  Torrance Harbor Gateway
    
    CA
    
    (1)
    
    
    6,573
    
    
    
    13,324
    
    
    
    201
    
    
    
    6,573
    
    
    
    13,477
    
    
    
    20,050
    
    
    
    1,198
    
    
    Aug-99
    
    Jun-07
    
    2  37 yearsLos Angeles  Valencia
    
    CA
    
    (1)
    
    
    13,647
    
    
    
    3,979
    
    
    
    136
    
    
    
    13,647
    
    
    
    4,075
    
    
    
    17,722
    
    
    
    390
    
    
    Mar-00
    
    Jun-07
    
    2  38 yearsLos Angeles  Woodland Hills
    
    CA
    
    (1)
    
    
    7,687
    
    
    
    17,345
    
    
    
    512
    
    
    
    7,687
    
    
    
    17,664
    
    
    
    25,351
    
    
    
    1,341
    
    
    May-00
    
    Jun-07
    
    2  41 yearsOakland  Alameda
    
    CA
    
    (1)
    
    
    3,287
    
    
    
    18,528
    
    
    
    131
    
    
    
    3,287
    
    
    
    18,625
    
    
    
    21,912
    
    
    
    1,617
    
    
    Nov-00
    
    Jun-07
    
    2  38 yearsOakland  Alameda Airport
    
    CA
    
    (1)
    
    
    3,174
    
    
    
    10,711
    
    
    
    97
    
    
    
    3,174
    
    
    
    10,808
    
    
    
    13,982
    
    
    
    926
    
    
    Jul-99
    
    Jun-07
    
    2  42 yearsOakland  Emeryville
    
    CA
    
    (1)
    
    
    3,401
    
    
    
    19,216
    
    
    
    377
    
    
    
    3,401
    
    
    
    19,514
    
    
    
    22,915
    
    
    
    1,657
    
    
    Jun-02
    
    Jun-07
    
    2  39 yearsOrange County  Anaheim Convention Center
    
    CA
    
    (1)
    
    
    7,369
    
    
    
    5,260
    
    
    
    246
    
    
    
    7,369
    
    
    
    5,459
    
    
    
    12,828
    
    
    
    487
    
    
    Feb-01
    
    Jun-07
    
    2  39 yearsOrange County  Anaheim Hills
    
    CA
    
    (1)
    
    
    8,427
    
    
    
    3,514
    
    
    
    169
    
    
    
    8,427
    
    
    
    3,626
    
    
    
    12,053
    
    
    
    307
    
    
    Mar-02
    
    Jun-07
    
    2  40 yearsOrange County  Huntington Beach
    
    CA
    
    (1)
    
    
    3,260
    
    
    
    13,364
    
    
    
    62
    
    
    
    3,260
    
    
    
    13,426
    
    
    
    16,686
    
    
    
    1,148
    
    
    Dec-98
    
    Jun-07
    
    2  41 yearsOrange County  John Wayne Airport
    
    CA
    
    (1)
    
    
    3,909
    
    
    
    28,445
    
    
    
    306
    
    
    
    3,909
    
    
    
    28,628
    
    
    
    32,537
    
    
    
    2,370
    
    
    Mar-01
    
    Jun-07
    
    2  39 yearsOrange County  Katella Ave.
    
    CA
    
    (1)
    
    
    2,862
    
    
    
    14,274
    
    
    
    157
    
    
    
    2,862
    
    
    
    14,390
    
    
    
    17,252
    
    
    
    1,202
    
    
    Sep-01
    
    Jun-07
    
    2  39 yearsOrange County  Lake Forest
    
    CA
    
    (1)
    
    
    4,249
    
    
    
    11,293
    
    
    
    243
    
    
    
    4,249
    
    
    
    11,492
    
    
    
    15,741
    
    
    
    1,121
    
    
    Sep-99
    
    Jun-07
    
    2  35 yearsOrange County  Yorba Linda
    
    CA
    
    (1)
    
    
    3,024
    
    
    
    7,624
    
    
    
    118
    
    
    
    3,024
    
    
    
    7,718
    
    
    
    10,742
    
    
    
    645
    
    
    May-03
    
    Jun-07
    
    2  41 yearsPalm Springs  Airport
    
    CA
    
    (1)
    
    
    3,416
    
    
    
    10,058
    
    
    
    81
    
    
    
    3,416
    
    
    
    10,139
    
    
    
    13,555
    
    
    
    866
    
    
    Jan-03
    
    Jun-07
    
    2  41 yearsPleasant Hill  Buskirk Ave.
    
    CA
    
    (1)
    
    
    4,050
    
    
    
    14,308
    
    
    
    225
    
    
    
    4,050
    
    
    
    14,485
    
    
    
    18,535
    
    
    
    1,263
    
    
    Aug-97
    
    Jun-07
    
    2  38 yearsPleasanton  Chabot Dr.
    
    CA
    
    (1)
    
    
    2,471
    
    
    
    8,899
    
    
    
    136
    
    
    
    2,471
    
    
    
    9,036
    
    
    
    11,507
    
    
    
    772
    
    
    Mar-98
    
    Jun-07
    
    2  41 yearsRichmond  Hilltop Mall
    
    CA
    
    (1)
    
    
    3,078
    
    
    
    9,918
    
    
    
    144
    
    
    
    3,078
    
    
    
    10,023
    
    
    
    13,101
    
    
    
    879
    
    
    Aug-00
    
    Jun-07
    
    2  38 yearsSacramento  Arden Way
    
    CA
    
    (1)
    
    
    1,473
    
    
    
    9,945
    
    
    
    217
    
    
    
    1,473
    
    
    
    10,111
    
    
    
    11,584
    
    
    
    976
    
    
    Aug-97
    
    Jun-07
    
    2  35 yearsSacramento  Elk Grove
    
    CA
    
    (1)
    
    
    1,192
    
    
    
    10,643
    
    
    
    166
    
    
    
    1,192
    
    
    
    10,774
    
    
    
    11,967
    
    
    
    881
    
    
    May-03
    
    Jun-07
    
    2  41 yearsSacramento  Northgate
    
    CA
    
    (1)
    
    
    1,543
    
    
    
    6,004
    
    
    
    234
    
    
    
    1,543
    
    
    
    6,196
    
    
    
    7,739
    
    
    
    617
    
    
    Mar-97
    
    Jun-07
    
    2  35 yearsSacramento  Point East Dr.
    
    CA
    
    (1)
    
    
    1,473
    
    
    
    6,944
    
    
    
    98
    
    
    
    1,473
    
    
    
    7,042
    
    
    
    8,515
    
    
    
    666
    
    
    Nov-98
    
    Jun-07
    
    2  39 yearsSacramento  Roseville
    
    CA
    
    (1)
    
    
    4,658
    
    
    
    12,347
    
    
    
    65
    
    
    
    4,658
    
    
    
    12,412
    
    
    
    17,070
    
    
    
    1,118
    
    
    Aug-98
    
    Jun-07
    
    2  39 yearsSacramento  Vacaville
    
    CA
    
    (1)
    
    
    609
    
    
    
    8,195
    
    
    
    151
    
    
    
    609
    
    
    
    8,311
    
    
    
    8,920
    
    
    
    694
    
    
    Feb-02
    
    Jun-07
    
    2  40 yearsSacramento  West Sacramento
    
    CA
    
    (1)
    
    
    839
    
    
    
    9,450
    
    
    
    134
    
    
    
    839
    
    
    
    9,545
    
    
    
    10,384
    
    
    
    794
    
    
    Jul-04
    
    Jun-07
    
    2  42 yearsSacramento  White Rock Rd.
    
    CA
    
    (1)
    
    
    2,104
    
    
    
    7,780
    
    
    
    208
    
    
    
    2,104
    
    
    
    7,939
    
    
    
    10,044
    
    
    
    771
    
    
    Jun-97
    
    Jun-07
    
    2  35 yearsSan Diego  Carlsbad Village by the Sea
    
    CA
    
    (1)
    
    
    3,570
    
    
    
    14,356
    
    
    
    202
    
    
    
    3,570
    
    
    
    14,520
    
    
    
    18,089
    
    
    
    1,205
    
    
    Sep-02
    
    Jun-07
    
    2  40 yearsSan Diego  Hotel Circle
    
    CA
    
    (1)
    
    
    5,799
    
    
    
    26,829
    
    
    
    69
    
    
    
    5,799
    
    
    
    26,898
    
    
    
    32,697
    
    
    
    2,344
    
    
    Nov-99
    
    Jun-07
    
    2  40 yearsSan Diego  Mission Valley  Stadium
    
    CA
    
    (1)
    
    
    7,137
    
    
    
    10,249
    
    
    
    161
    
    
    
    7,137
    
    
    
    10,374
    
    
    
    17,511
    
    
    
    874
    
    
    Jun-02
    
    Jun-07
    
    2  40 yearsSan Diego  Oceanside
    
    CA
    
    (1)
    
    
    1,747
    
    
    
    15,237
    
    
    
    80
    
    
    
    1,747
    
    
    
    15,317
    
    
    
    17,064
    
    
    
    1,344
    
    
    Jan-99
    
    Jun-07
    
    2  40 yearsSan Francisco  Belmont
    
    CA
    
    (1)
    
    
    3,470
    
    
    
    11,222
    
    
    
    177
    
    
    
    3,470
    
    
    
    11,339
    
    
    
    14,809
    
    
    
    914
    
    
    Apr-03
    
    Jun-07
    
    2  41 yearsSan Jose  Downtown
    
    CA
    
    (1)
    
    
    7,233
    
    
    
    18,779
    
    
    
    75
    
    
    
    7,233
    
    
    
    18,855
    
    
    
    26,087
    
    
    
    1,494
    
    
    Jan-00
    
    Jun-07
    
    2  43 yearsSan Jose  Milpitas
    
    CA
    
    (1)
    
    
    6,819
    
    
    
    9,526
    
    
    
    66
    
    
    
    6,819
    
    
    
    9,592
    
    
    
    16,411
    
    
    
    938
    
    
    Jan-98
    
    Jun-07
    
    2  39 yearsSan Jose  Morgan Hill
    
    CA
    
    (1)
    
    
    4,340
    
    
    
    3,877
    
    
    
    55
    
    
    
    4,340
    
    
    
    3,932
    
    
    
    8,272
    
    
    
    401
    
    
    Dec-98
    
    Jun-07
    
    2  39 yearsSan Jose  Santa Clara
    
    CA
    
    (1)
    
    
    4,960
    
    
    
    8,060
    
    
    
    141
    
    
    
    4,960
    
    
    
    8,164
    
    
    
    13,124
    
    
    
    690
    
    
    Mar-01
    
    Jun-07
    
    2  39 yearsSan Jose  South  Edenvale
    
    CA
    
    (1)
    
    
    5,373
    
    
    
    6,764
    
    
    
    192
    
    
    
    5,373
    
    
    
    6,911
    
    
    
    12,284
    
    
    
    615
    
    
    Nov-00
    
    Jun-07
    
    2  38 yearsSan Jose  South  Edenvale
    
    CA
    
    (1)
    
    
    5,373
    
    
    
    8,651
    
    
    
    59
    
    
    
    5,373
    
    
    
    8,710
    
    
    
    14,082
    
    
    
    749
    
    
    Dec-00
    
    Jun-07
    
    2  43 yearsSan Rafael  Francisco Blvd East
    
    CA
    
    (1)
    
    
    2,189
    
    
    
    20,759
    
    
    
    317
    
    
    
    2,199
    
    
    
    21,066
    
    
    
    23,265
    
    
    
    1,823
    
    
    Apr-07
    
    Jun-07
    
    2  43 yearsSan Ramon  Bishop Ranch
    
    CA
    
    (1)
    
    
    5,184
    
    
    
    8,594
    
    
    
    176
    
    
    
    5,184
    
    
    
    8,719
    
    
    
    13,903
    
    
    
    768
    
    
    Nov-00
    
    Jun-07
    
    2  38 yearsSanta Barbara  Calle Real
    
    CA
    
    (1)
    
    
    1,268
    
    
    
    24,564
    
    
    
    305
    
    
    
    1,268
    
    
    
    24,789
    
    
    
    26,057
    
    
    
    2,196
    
    
    Jan-98
    
    Jun-07
    
    2  36 years
  F-96




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedSanta Rosa  North
    
    CA
    
    (1)
    
    
    1,887
    
    
    
    12,303
    
    
    
    203
    
    
    
    1,887
    
    
    
    12,439
    
    
    
    14,326
    
    
    
    1,064
    
    
    Jun-00
    
    Jun-07
    
    2  38 yearsSanta Rosa  South
    
    CA
    
    (1)
    
    
    1,398
    
    
    
    9,718
    
    
    
    150
    
    
    
    1,398
    
    
    
    9,828
    
    
    
    11,226
    
    
    
    938
    
    
    Jun-97
    
    Jun-07
    
    2  35 yearsStockton  March Lane
    
    CA
    
    (1)
    
    
    618
    
    
    
    10,566
    
    
    
    83
    
    
    
    618
    
    
    
    10,637
    
    
    
    11,255
    
    
    
    925
    
    
    Sep-01
    
    Jun-07
    
    2  39 yearsStockton  Tracy
    
    CA
    
    (1)
    
    
    683
    
    
    
    9,023
    
    
    
    152
    
    
    
    683
    
    
    
    9,139
    
    
    
    9,822
    
    
    
    748
    
    
    Jun-03
    
    Jun-07
    
    2  41 yearsTemecula  Wine Country
    
    CA
    
    (1)
    
    
    1,473
    
    
    
    14,761
    
    
    
    104
    
    
    
    1,473
    
    
    
    14,865
    
    
    
    16,338
    
    
    
    1,258
    
    
    Apr-02
    
    Jun-07
    
    2  40 yearsUnion City  Dyer St.
    
    CA
    
    (1)
    
    
    2,834
    
    
    
    11,567
    
    
    
    153
    
    
    
    2,834
    
    
    
    11,720
    
    
    
    14,554
    
    
    
    1,025
    
    
    Dec-99
    
    Jun-07
    
    2  40 yearsColorado Springs  Airport
    
    CO
    
    (1)
    
    
    950
    
    
    
    5,465
    
    
    
    133
    
    
    
    950
    
    
    
    5,598
    
    
    
    6,548
    
    
    
    563
    
    
    Nov-98
    
    Jun-07
    
    2  36 yearsColorado Springs  West
    
    CO
    
    (1)
    
    
    1,365
    
    
    
    5,041
    
    
    
    50
    
    
    
    1,365
    
    
    
    5,080
    
    
    
    6,445
    
    
    
    520
    
    
    Sep-98
    
    Jun-07
    
    2  39 yearsDenver  Airport  Aurora
    
    CO
    
    (1)
    
    
    1,111
    
    
    
    3,798
    
    
    
    90
    
    
    
    1,111
    
    
    
    3,887
    
    
    
    4,998
    
    
    
    399
    
    
    Dec-98
    
    Jun-07
    
    2  39 yearsDenver  Aurora
    
    CO
    
    (1)
    
    
    1,357
    
    
    
    8,293
    
    
    
    130
    
    
    
    1,357
    
    
    
    8,424
    
    
    
    9,781
    
    
    
    802
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsDenver  Cherry Creek
    
    CO
    
    (1)
    
    
    1,388
    
    
    
    4,522
    
    
    
    84
    
    
    
    1,388
    
    
    
    4,606
    
    
    
    5,994
    
    
    
    425
    
    
    Jul-98
    
    Jun-07
    
    2  41 yearsDenver  Lakewood South
    
    CO
    
    (1)
    
    
    1,010
    
    
    
    5,038
    
    
    
    65
    
    
    
    1,010
    
    
    
    5,103
    
    
    
    6,113
    
    
    
    572
    
    
    Nov-96
    
    Jun-07
    
    2  34 yearsDenver  Lakewood West
    
    CO
    
    (1)
    
    
    797
    
    
    
    7,653
    
    
    
    167
    
    
    
    797
    
    
    
    7,819
    
    
    
    8,616
    
    
    
    785
    
    
    Jan-97
    
    Jun-07
    
    2  35 yearsDenver  Park Meadows
    
    CO
    
    (1)
    
    
    673
    
    
    
    6,976
    
    
    
    51
    
    
    
    673
    
    
    
    7,026
    
    
    
    7,700
    
    
    
    637
    
    
    Jun-02
    
    Jun-07
    
    2  40 yearsDenver  Tech Center  North
    
    CO
    
    (1)
    
    
    2,170
    
    
    
    2,491
    
    
    
    94
    
    
    
    2,170
    
    
    
    2,585
    
    
    
    4,755
    
    
    
    354
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsDenver  Tech Center South
    
    CO
    
    (1)
    
    
    1,415
    
    
    
    3,490
    
    
    
    30
    
    
    
    1,415
    
    
    
    3,520
    
    
    
    4,934
    
    
    
    377
    
    
    Aug-98
    
    Jun-07
    
    2  41 yearsDenver  Thornton
    
    CO
    
    (1)
    
    
    873
    
    
    
    4,440
    
    
    
    75
    
    
    
    873
    
    
    
    4,515
    
    
    
    5,388
    
    
    
    462
    
    
    Mar-99
    
    Jun-07
    
    2  37 yearsDenver  Westminster
    
    CO
    
    (1)
    
    
    989
    
    
    
    9,406
    
    
    
    113
    
    
    
    989
    
    
    
    9,519
    
    
    
    10,508
    
    
    
    858
    
    
    Jan-00
    
    Jun-07
    
    2  38 yearsHartford  Farmington
    
    CT
    
    (1)
    
    
    1,577
    
    
    
    13,308
    
    
    
    73
    
    
    
    1,577
    
    
    
    13,380
    
    
    
    14,957
    
    
    
    1,172
    
    
    Dec-98
    
    Jun-07
    
    2  41 yearsHartford  Manchester
    
    CT
    
    (1)
    
    
    1,536
    
    
    
    11,915
    
    
    
    60
    
    
    
    1,536
    
    
    
    11,975
    
    
    
    13,511
    
    
    
    1,050
    
    
    Dec-01
    
    Jun-07
    
    2  39 yearsHartford  Meriden
    
    CT
    
    (1)
    
    
    3,668
    
    
    
    4,780
    
    
    
    44
    
    
    
    3,668
    
    
    
    4,825
    
    
    
    8,492
    
    
    
    446
    
    
    Oct-02
    
    Jun-07
    
    2  40 yearsDaytona Beach  International Speedway
    
    FL
    
    (1)
    
    
    874
    
    
    
    8,571
    
    
    
    38
    
    
    
    874
    
    
    
    8,608
    
    
    
    9,483
    
    
    
    750
    
    
    Aug-98
    
    Jun-07
    
    2  41 yearsDestin  US 98 - Emerald Coast Pkwy.
    
    FL
    
    (1)
    
    
    4,475
    
    
    
    8,186
    
    
    
    100
    
    
    
    4,455
    
    
    
    8,306
    
    
    
    12,762
    
    
    
    784
    
    
    Aug-06
    
    Jun-07
    
    2  43 yearsFort Lauderdale  Commercial Blvd.
    
    FL
    
    (1)
    
    
    3,971
    
    
    
    11,499
    
    
    
    210
    
    
    
    3,971
    
    
    
    11,709
    
    
    
    15,680
    
    
    
    1,016
    
    
    Mar-99
    
    Jun-07
    
    2  40 yearsFort Lauderdale  Convention Center  Marina
    
    FL
    
    (1)
    
    
    3,357
    
    
    
    14,990
    
    
    
    114
    
    
    
    3,357
    
    
    
    15,104
    
    
    
    18,461
    
    
    
    1,307
    
    
    Jul-99
    
    Jun-07
    
    2  40 yearsFort Lauderdale  Cypress Creek  Andrews Ave.
    
    FL
    
    (1)
    
    
    4,278
    
    
    
    8,018
    
    
    
    100
    
    
    
    4,278
    
    
    
    8,119
    
    
    
    12,397
    
    
    
    739
    
    
    Mar-98
    
    Jun-07
    
    2  39 yearsFort Lauderdale  Cypress Creek  NW 6th Way
    
    FL
    
    (1)
    
    
    3,773
    
    
    
    8,784
    
    
    
    55
    
    
    
    3,773
    
    
    
    8,838
    
    
    
    12,611
    
    
    
    989
    
    
    Apr-99
    
    Jun-07
    
    2  42 yearsFort Lauderdale  Cypress Creek  Park North
    
    FL
    
    (1)
    
    
    5,505
    
    
    
    17,136
    
    
    
    136
    
    
    
    5,505
    
    
    
    17,272
    
    
    
    22,777
    
    
    
    1,979
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsFort Lauderdale  Deerfield Beach
    
    FL
    
    (1)
    
    
    4,278
    
    
    
    10,365
    
    
    
    218
    
    
    
    4,278
    
    
    
    10,531
    
    
    
    14,809
    
    
    
    918
    
    
    Dec-97
    
    Jun-07
    
    2  38 yearsFort Lauderdale  Plantation
    
    FL
    
    (1)
    
    
    8,700
    
    
    
    11,199
    
    
    
    301
    
    
    
    8,700
    
    
    
    11,395
    
    
    
    20,096
    
    
    
    956
    
    
    Mar-00
    
    Jun-07
    
    2  38 yearsGainesville  I-75
    
    FL
    
    (1)
    
    
    518
    
    
    
    15,218
    
    
    
    168
    
    
    
    518
    
    
    
    15,334
    
    
    
    15,853
    
    
    
    1,452
    
    
    Jul-97
    
    Jun-07
    
    2  35 yearsJacksonville  Butler Blvd.
    
    FL
    
    (1)
    
    
    3,012
    
    
    
    5,993
    
    
    
    87
    
    
    
    3,012
    
    
    
    6,080
    
    
    
    9,091
    
    
    
    583
    
    
    May-97
    
    Jun-07
    
    2  38 yearsJacksonville  Butler Blvd.
    
    FL
    
    (1)
    
    
    2,485
    
    
    
    5,986
    
    
    
    335
    
    
    
    2,485
    
    
    
    6,321
    
    
    
    8,806
    
    
    
    810
    
    
    Jul-98
    
    Jun-07
    
    2  41 yearsJacksonville  Deerwood Park
    
    FL
    
    (1)
    
    
    2,892
    
    
    
    8,985
    
    
    
    84
    
    
    
    2,892
    
    
    
    9,069
    
    
    
    11,961
    
    
    
    1,277
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsJacksonville  Riverwalk
    
    FL
    
    (1)
    
    
    1,720
    
    
    
    10,500
    
    
    
    98
    
    
    
    1,720
    
    
    
    10,598
    
    
    
    12,318
    
    
    
    964
    
    
    Feb-00
    
    Jun-07
    
    2  38 yearsMelbourne  Airport
    
    FL
    
    (1)
    
    
    2,059
    
    
    
    13,890
    
    
    
    46
    
    
    
    2,059
    
    
    
    13,936
    
    
    
    15,995
    
    
    
    1,591
    
    
    Oct-98
    
    Jun-07
    
    2  41 yearsMiami  Airport  Doral
    
    FL
    
    (1)
    
    
    4,214
    
    
    
    15,324
    
    
    
    75
    
    
    
    4,214
    
    
    
    15,399
    
    
    
    19,613
    
    
    
    1,567
    
    
    Mar-02
    
    Jun-07
    
    2  43 yearsMiami  Airport at Doral
    
    FL
    
    (1)
    
    
    3,575
    
    
    
    16,384
    
    
    
    446
    
    
    
    3,575
    
    
    
    16,666
    
    
    
    20,241
    
    
    
    1,253
    
    
    Feb-01
    
    Jun-07
    
    2  42 yearsMiami  Brickell  Port of Miami
    
    FL
    
    (1)
    
    
    2,556
    
    
    
    17,632
    
    
    
    563
    
    
    
    2,556
    
    
    
    17,999
    
    
    
    20,556
    
    
    
    1,355
    
    
    Jun-01
    
    Jun-07
    
    2  42 yearsMiami  Coral Gables
    
    FL
    
    (1)
    
    
    1,986
    
    
    
    15,336
    
    
    
    519
    
    
    
    1,986
    
    
    
    15,834
    
    
    
    17,820
    
    
    
    1,323
    
    
    Oct-01
    
    Jun-07
    
    2  42 yearsOrlando  Convention Center  Pointe Orlando
    
    FL
    
    (1)
    
    
    2,319
    
    
    
    12,308
    
    
    
    96
    
    
    
    2,319
    
    
    
    12,404
    
    
    
    14,723
    
    
    
    1,067
    
    
    Jul-98
    
    Jun-07
    
    2  41 yearsOrlando  Convention Center  Westwood Blvd.
    
    FL
    
    (1)
    
    
    2,435
    
    
    
    4,697
    
    
    
    165
    
    
    
    2,435
    
    
    
    4,816
    
    
    
    7,252
    
    
    
    436
    
    
    Nov-97
    
    Jun-07
    
    2  38 yearsOrlando  Convention Center  Westwood Blvd.
    
    FL
    
    (1)
    
    
    2,034
    
    
    
    6,584
    
    
    
    60
    
    
    
    2,034
    
    
    
    6,644
    
    
    
    8,678
    
    
    
    817
    
    
    Oct-99
    
    Jun-07
    
    2  42 yearsOrlando  John Young Parkway
    
    FL
    
    (1)
    
    
    3,069
    
    
    
    7,888
    
    
    
    112
    
    
    
    3,069
    
    
    
    8,000
    
    
    
    11,069
    
    
    
    1,032
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsOrlando  Lake Buena Vista
    
    FL
    
    (1)
    
    
    3,113
    
    
    
    8,772
    
    
    
    132
    
    
    
    3,113
    
    
    
    8,875
    
    
    
    11,988
    
    
    
    730
    
    
    Jul-98
    
    Jun-07
    
    2  41 years
  F-97




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedOrlando  Lake Mary
    
    FL
    
    (1)
    
    
    1,245
    
    
    
    4,760
    
    
    
    271
    
    
    
    1,245
    
    
    
    4,996
    
    
    
    6,241
    
    
    
    449
    
    
    Sep-00
    
    Jun-07
    
    2  38 yearsOrlando  Maitland  Pembrook Dr.
    
    FL
    
    (1)
    
    
    1,846
    
    
    
    6,558
    
    
    
    218
    
    
    
    1,846
    
    
    
    6,741
    
    
    
    8,587
    
    
    
    617
    
    
    Jun-99
    
    Jun-07
    
    2  37 yearsOrlando  Maitland  Pembrook Dr.
    
    FL
    
    (1)
    
    
    1,846
    
    
    
    7,249
    
    
    
    115
    
    
    
    1,846
    
    
    
    7,365
    
    
    
    9,211
    
    
    
    785
    
    
    Jan-00
    
    Jun-07
    
    2  43 yearsOrlando  Maitland  Summit
    
    FL
    
    (1)
    
    
    3,300
    
    
    
    7,247
    
    
    
    46
    
    
    
    3,300
    
    
    
    7,293
    
    
    
    10,594
    
    
    
    861
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsOrlando  Universal Studios
    
    FL
    
    (1)
    
    
    2,007
    
    
    
    6,751
    
    
    
    62
    
    
    
    2,007
    
    
    
    6,813
    
    
    
    8,820
    
    
    
    904
    
    
    Jun-98
    
    Jun-07
    
    2  41 yearsOrlando  Universal Studios
    
    FL
    
    (1)
    
    
    2,685
    
    
    
    9,510
    
    
    
    83
    
    
    
    2,685
    
    
    
    9,593
    
    
    
    12,278
    
    
    
    859
    
    
    Feb-99
    
    Jun-07
    
    2  40 yearsOrlando  University of Central Florida
    
    FL
    
    (1)
    
    
    2,899
    
    
    
    9,496
    
    
    
    128
    
    
    
    2,899
    
    
    
    9,624
    
    
    
    12,523
    
    
    
    918
    
    
    Jan-99
    
    Jun-07
    
    2  37 yearsPensacola  University Mall
    
    FL
    
    (1)
    
    
    533
    
    
    
    9,888
    
    
    
    234
    
    
    
    533
    
    
    
    10,072
    
    
    
    10,606
    
    
    
    880
    
    
    Sep-97
    
    Jun-07
    
    2  38 yearsSt. Petersburg  Clearwater
    
    FL
    
    (1)
    
    
    3,912
    
    
    
    5,514
    
    
    
    68
    
    
    
    3,761
    
    
    
    5,733
    
    
    
    9,494
    
    
    
    542
    
    
    Mar-98
    
    Jun-07
    
    2  39 yearsTallahassee  Killearn
    
    FL
    
    (1)
    
    
    689
    
    
    
    4,406
    
    
    
    81
    
    
    
    689
    
    
    
    4,487
    
    
    
    5,177
    
    
    
    400
    
    
    Jan-98
    
    Jun-07
    
    2  41 yearsTampa  Airport
    
    FL
    
    (1)
    
    
    2,084
    
    
    
    7,462
    
    
    
    55
    
    
    
    2,084
    
    
    
    7,517
    
    
    
    9,601
    
    
    
    668
    
    
    Mar-99
    
    Jun-07
    
    2  42 yearsTampa  Airport  N. West Shore Blvd.
    
    FL
    
    (1)
    
    
    2,191
    
    
    
    17,648
    
    
    
    49
    
    
    
    2,191
    
    
    
    17,696
    
    
    
    19,887
    
    
    
    1,620
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsTampa  Airport  West Shore
    
    FL
    
    (1)
    
    
    2,183
    
    
    
    9,964
    
    
    
    154
    
    
    
    2,183
    
    
    
    10,077
    
    
    
    12,260
    
    
    
    835
    
    
    Jan-03
    
    Jun-07
    
    2  41 yearsTampa  Temple Terrace
    
    FL
    
    (1)
    
    
    1,977
    
    
    
    9,593
    
    
    
    163
    
    
    
    1,977
    
    
    
    9,717
    
    
    
    11,694
    
    
    
    855
    
    
    Aug-97
    
    Jun-07
    
    2  38 yearsWest Palm Beach  Northpoint Corporate Park
    
    FL
    
    (1)
    
    
    3,693
    
    
    
    10,790
    
    
    
    77
    
    
    
    3,693
    
    
    
    10,867
    
    
    
    14,560
    
    
    
    933
    
    
    Nov-98
    
    Jun-07
    
    2  41 yearsAtlanta  Alpharetta  Northpoint
    
    GA
    
    (1)
    
    
    728
    
    
    
    5,182
    
    
    
    69
    
    
    
    728
    
    
    
    5,251
    
    
    
    5,979
    
    
    
    484
    
    
    Jul-97
    
    Jun-07
    
    2  40 yearsAtlanta  Alpharetta  Northpoint
    
    GA
    
    (1)
    
    
    1,196
    
    
    
    5,180
    
    
    
    76
    
    
    
    1,196
    
    
    
    5,256
    
    
    
    6,453
    
    
    
    529
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsAtlanta  Alpharetta  Rock Mill Rd.
    
    GA
    
    (1)
    
    
    1,571
    
    
    
    4,912
    
    
    
    65
    
    
    
    1,571
    
    
    
    4,977
    
    
    
    6,548
    
    
    
    494
    
    
    Jun-99
    
    Jun-07
    
    2  37 yearsAtlanta  Clairmont
    
    GA
    
    (1)
    
    
    2,344
    
    
    
    7,295
    
    
    
    42
    
    
    
    2,344
    
    
    
    7,338
    
    
    
    9,682
    
    
    
    680
    
    
    Apr-98
    
    Jun-07
    
    2  39 yearsAtlanta  Gwinnett Place
    
    GA
    
    (1)
    
    
    1,409
    
    
    
    3,064
    
    
    
    2,052
    
    
    
    1,409
    
    
    
    5,091
    
    
    
    6,500
    
    
    
    465
    
    
    Sep-97
    
    Jun-07
    
    2  35 yearsAtlanta  Gwinnett Place
    
    GA
    
    (1)
    
    
    1,426
    
    
    
    6,561
    
    
    
    179
    
    
    
    1,426
    
    
    
    6,740
    
    
    
    8,166
    
    
    
    693
    
    
    Jan-90
    
    Jun-07
    
    2  28 yearsAtlanta  Jimmy Carter Blvd.
    
    GA
    
    (1)
    
    
    2,658
    
    
    
    4,579
    
    
    
    101
    
    
    
    2,658
    
    
    
    4,679
    
    
    
    7,337
    
    
    
    601
    
    
    Jan-96
    
    Jun-07
    
    2  34 yearsAtlanta  Kennesaw
    
    GA
    
    (1)
    
    
    2,098
    
    
    
    1,955
    
    
    
    71
    
    
    
    2,098
    
    
    
    2,026
    
    
    
    4,124
    
    
    
    222
    
    
    Dec-97
    
    Jun-07
    
    2  40 yearsAtlanta  Kennesaw
    
    GA
    
    (1)
    
    
    2,258
    
    
    
    3,699
    
    
    
    58
    
    
    
    2,258
    
    
    
    3,757
    
    
    
    6,015
    
    
    
    398
    
    
    Dec-98
    
    Jun-07
    
    2  39 yearsAtlanta  Lawrenceville
    
    GA
    
    (1)
    
    
    1,705
    
    
    
    4,215
    
    
    
    280
    
    
    
    1,705
    
    
    
    4,446
    
    
    
    6,151
    
    
    
    448
    
    
    Jun-96
    
    Jun-07
    
    2  34 yearsAtlanta  Lenox
    
    GA
    
    (1)
    
    
    1,438
    
    
    
    9,922
    
    
    
    123
    
    
    
    1,438
    
    
    
    10,045
    
    
    
    11,483
    
    
    
    874
    
    
    Sep-97
    
    Jun-07
    
    2  40 yearsAtlanta  Marietta  Canton Road
    
    GA
    
    (1)
    
    
    1,788
    
    
    
    2,282
    
    
    
    115
    
    
    
    1,327
    
    
    
    1,861
    
    
    
    3,188
    
    
    
    164
    
    
    Aug-95
    
    Jun-07
    
    2  33 yearsAtlanta  Marietta  Powers Ferry Rd.
    
    GA
    
    (1)
    
    
    1,402
    
    
    
    6,707
    
    
    
    103
    
    
    
    1,402
    
    
    
    6,810
    
    
    
    8,212
    
    
    
    667
    
    
    Jul-96
    
    Jun-07
    
    2  39 yearsAtlanta  Marietta  Windy Hill
    
    GA
    
    (1)
    
    
    3,302
    
    
    
    3,557
    
    
    
    97
    
    
    
    3,302
    
    
    
    3,654
    
    
    
    6,957
    
    
    
    433
    
    
    Jan-98
    
    Jun-07
    
    2  39 yearsAtlanta  Marietta  Windy Hill  Int. N. Pkwy.
    
    GA
    
    (1)
    
    
    3,128
    
    
    
    5,906
    
    
    
    85
    
    
    
    3,128
    
    
    
    5,991
    
    
    
    9,119
    
    
    
    756
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsAtlanta  Morrow
    
    GA
    
    (1)
    
    
    754
    
    
    
    9,761
    
    
    
    39
    
    
    
    754
    
    
    
    9,801
    
    
    
    10,554
    
    
    
    930
    
    
    Jun-98
    
    Jun-07
    
    2  39 yearsAtlanta  Norcross
    
    GA
    
    (1)
    
    
    1,562
    
    
    
    2,628
    
    
    
    164
    
    
    
    1,562
    
    
    
    2,791
    
    
    
    4,353
    
    
    
    381
    
    
    Feb-96
    
    Jun-07
    
    2  34 yearsAtlanta  Peachtree Corners
    
    GA
    
    (1)
    
    
    1,715
    
    
    
    4,415
    
    
    
    92
    
    
    
    458
    
    
    
    1,413
    
    
    
    1,872
    
    
    
    72
    
    
    Mar-97
    
    Jun-07
    
    2  40 yearsAtlanta  Perimeter
    
    GA
    
    (1)
    
    
    1,512
    
    
    
    4,303
    
    
    
    65
    
    
    
    1,512
    
    
    
    4,368
    
    
    
    5,881
    
    
    
    421
    
    
    Apr-00
    
    Jun-07
    
    2  38 yearsAtlanta  Perimeter
    
    GA
    
    (1)
    
    
    1,063
    
    
    
    7,899
    
    
    
    145
    
    
    
    1,063
    
    
    
    8,004
    
    
    
    9,067
    
    
    
    746
    
    
    Jan-97
    
    Jun-07
    
    2  40 yearsAtlanta  Riverdale
    
    GA
    
    (1)
    
    
    578
    
    
    
    4,119
    
    
    
    317
    
    
    
    449
    
    
    
    3,353
    
    
    
    3,801
    
    
    
    127
    
    
    Feb-96
    
    Jun-07
    
    2  34 yearsAtlanta  Vinings
    
    GA
    
    (1)
    
    
    2,339
    
    
    
    7,414
    
    
    
    70
    
    
    
    2,339
    
    
    
    7,484
    
    
    
    9,823
    
    
    
    1,044
    
    
    Dec-97
    
    Jun-07
    
    2  40 yearsColumbus  Airport
    
    GA
    
    (1)
    
    
    934
    
    
    
    9,709
    
    
    
    183
    
    
    
    934
    
    
    
    9,848
    
    
    
    10,782
    
    
    
    935
    
    
    Jan-97
    
    Jun-07
    
    2  35 yearsColumbus  Bradley Park
    
    GA
    
    (1)
    
    
    700
    
    
    
    8,568
    
    
    
    159
    
    
    
    700
    
    
    
    8,682
    
    
    
    9,382
    
    
    
    746
    
    
    Jun-00
    
    Jun-07
    
    2  38 yearsMacon  North
    
    GA
    
    (1)
    
    
    419
    
    
    
    5,681
    
    
    
    52
    
    
    
    419
    
    
    
    5,733
    
    
    
    6,153
    
    
    
    531
    
    
    Mar-98
    
    Jun-07
    
    2  41 yearsSavannah  Midtown
    
    GA
    
    (1)
    
    
    356
    
    
    
    13,486
    
    
    
    67
    
    
    
    356
    
    
    
    13,553
    
    
    
    13,909
    
    
    
    1,193
    
    
    Jul-01
    
    Jun-07
    
    2  39 yearsDes Moines  Urbandale
    
    IA
    
    (1)
    
    
    731
    
    
    
    5,913
    
    
    
    153
    
    
    
    731
    
    
    
    6,020
    
    
    
    6,751
    
    
    
    582
    
    
    Jan-99
    
    Jun-07
    
    2  37 yearsDes Moines  West Des Moines
    
    IA
    
    (1)
    
    
    722
    
    
    
    4,166
    
    
    
    102
    
    
    
    722
    
    
    
    4,268
    
    
    
    4,989
    
    
    
    416
    
    
    Dec-97
    
    Jun-07
    
    2  40 yearsBoise  Airport
    
    ID
    
    (1)
    
    
    779
    
    
    
    8,263
    
    
    
    148
    
    
    
    779
    
    
    
    8,386
    
    
    
    9,165
    
    
    
    775
    
    
    Jan-97
    
    Jun-07
    
    2  38 yearsBloomington  Normal
    
    IL
    
    (1)
    
    
    1,181
    
    
    
    7,812
    
    
    
    129
    
    
    
    1,181
    
    
    
    7,901
    
    
    
    9,082
    
    
    
    687
    
    
    Dec-01
    
    Jun-07
    
    2  39 years
  F-98




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedChampaign  Urbana
    
    IL
    
    (1)
    
    
    1,315
    
    
    
    7,583
    
    
    
    31
    
    
    
    1,315
    
    
    
    7,615
    
    
    
    8,930
    
    
    
    700
    
    
    Sep-98
    
    Jun-07
    
    2  39 yearsChicago  Buffalo Grove  Deerfield
    
    IL
    
    (1)
    
    
    1,298
    
    
    
    11,779
    
    
    
    61
    
    
    
    1,298
    
    
    
    11,840
    
    
    
    13,138
    
    
    
    1,107
    
    
    May-97
    
    Jun-07
    
    2  39 yearsChicago  Burr Ridge
    
    IL
    
    (1)
    
    
    2,281
    
    
    
    10,511
    
    
    
    198
    
    
    
    2,281
    
    
    
    10,656
    
    
    
    12,937
    
    
    
    974
    
    
    Nov-96
    
    Jun-07
    
    2  37 yearsChicago  Darien
    
    IL
    
    (1)
    
    
    1,871
    
    
    
    7,837
    
    
    
    172
    
    
    
    1,871
    
    
    
    7,948
    
    
    
    9,819
    
    
    
    716
    
    
    Mar-99
    
    Jun-07
    
    2  37 yearsChicago  Downers Grove
    
    IL
    
    (1)
    
    
    2,890
    
    
    
    9,757
    
    
    
    242
    
    
    
    2,890
    
    
    
    9,937
    
    
    
    12,827
    
    
    
    950
    
    
    May-96
    
    Jun-07
    
    2  37 yearsChicago  Elmhurst
    
    IL
    
    (1)
    
    
    1,924
    
    
    
    8,048
    
    
    
    152
    
    
    
    1,924
    
    
    
    8,163
    
    
    
    10,087
    
    
    
    761
    
    
    Aug-97
    
    Jun-07
    
    2  38 yearsChicago  Gurnee
    
    IL
    
    (1)
    
    
    1,045
    
    
    
    5,388
    
    
    
    162
    
    
    
    1,045
    
    
    
    5,549
    
    
    
    6,594
    
    
    
    548
    
    
    Jan-97
    
    Jun-07
    
    2  38 yearsChicago  Hanover Park
    
    IL
    
    (1)
    
    
    4,639
    
    
    
    5,507
    
    
    
    174
    
    
    
    4,639
    
    
    
    5,638
    
    
    
    10,277
    
    
    
    554
    
    
    Jun-99
    
    Jun-07
    
    2  37 yearsChicago  Hillside
    
    IL
    
    (1)
    
    
    1,727
    
    
    
    7,515
    
    
    
    236
    
    
    
    1,727
    
    
    
    7,693
    
    
    
    9,420
    
    
    
    719
    
    
    Nov-99
    
    Jun-07
    
    2  37 yearsChicago  Itasca
    
    IL
    
    (1)
    
    
    1,825
    
    
    
    8,600
    
    
    
    175
    
    
    
    1,825
    
    
    
    8,724
    
    
    
    10,549
    
    
    
    809
    
    
    Nov-96
    
    Jun-07
    
    2  37 yearsChicago  Lansing
    
    IL
    
    (1)
    
    
    1,587
    
    
    
    5,481
    
    
    
    85
    
    
    
    1,587
    
    
    
    5,566
    
    
    
    7,153
    
    
    
    613
    
    
    Nov-98
    
    Jun-07
    
    2  36 yearsChicago  Lisle
    
    IL
    
    (1)
    
    
    2,076
    
    
    
    4,549
    
    
    
    125
    
    
    
    2,076
    
    
    
    4,636
    
    
    
    6,712
    
    
    
    420
    
    
    Jun-00
    
    Jun-07
    
    2  38 yearsChicago  Lombard  Oak Brook
    
    IL
    
    (1)
    
    
    2,130
    
    
    
    7,474
    
    
    
    75
    
    
    
    2,130
    
    
    
    7,549
    
    
    
    9,679
    
    
    
    708
    
    
    Mar-98
    
    Jun-07
    
    2  41 yearsChicago  Midway
    
    IL
    
    (1)
    
    
    1,741
    
    
    
    14,613
    
    
    
    60
    
    
    
    1,741
    
    
    
    14,673
    
    
    
    16,414
    
    
    
    1,241
    
    
    Jul-03
    
    Jun-07
    
    2  41 yearsChicago  Naperville
    
    IL
    
    (1)
    
    
    3,346
    
    
    
    8,824
    
    
    
    249
    
    
    
    3,346
    
    
    
    9,024
    
    
    
    12,370
    
    
    
    855
    
    
    Nov-96
    
    Jun-07
    
    2  37 yearsChicago  OHare
    
    IL
    
    (1)
    
    
    1,674
    
    
    
    10,602
    
    
    
    69
    
    
    
    1,674
    
    
    
    10,670
    
    
    
    12,344
    
    
    
    991
    
    
    Mar-98
    
    Jun-07
    
    2  39 yearsChicago  OHare
    
    IL
    
    (1)
    
    
    1,674
    
    
    
    10,933
    
    
    
    50
    
    
    
    1,674
    
    
    
    10,984
    
    
    
    12,657
    
    
    
    923
    
    
    Apr-99
    
    Jun-07
    
    2  42 yearsChicago  Rolling Meadows
    
    IL
    
    (1)
    
    
    1,607
    
    
    
    5,582
    
    
    
    241
    
    
    
    1,607
    
    
    
    5,774
    
    
    
    7,381
    
    
    
    530
    
    
    Oct-96
    
    Jun-07
    
    2  37 yearsChicago  Romeoville
    
    IL
    
    (1)
    
    
    1,288
    
    
    
    9,062
    
    
    
    156
    
    
    
    1,288
    
    
    
    9,178
    
    
    
    10,467
    
    
    
    859
    
    
    Oct-98
    
    Jun-07
    
    2  36 yearsChicago  Schaumburg
    
    IL
    
    (1)
    
    
    2,285
    
    
    
    6,476
    
    
    
    164
    
    
    
    2,285
    
    
    
    6,591
    
    
    
    8,876
    
    
    
    797
    
    
    Feb-02
    
    Jun-07
    
    2  40 yearsChicago  Skokie
    
    IL
    
    (1)
    
    
    1,660
    
    
    
    18,990
    
    
    
    297
    
    
    
    1,660
    
    
    
    19,259
    
    
    
    20,919
    
    
    
    1,727
    
    
    Jul-00
    
    Jun-07
    
    2  38 yearsChicago  Vernon Hills  Lake Forest
    
    IL
    
    (1)
    
    
    1,591
    
    
    
    9,466
    
    
    
    162
    
    
    
    1,591
    
    
    
    9,574
    
    
    
    11,165
    
    
    
    863
    
    
    Oct-00
    
    Jun-07
    
    2  38 yearsChicago  Waukegan
    
    IL
    
    (1)
    
    
    898
    
    
    
    3,206
    
    
    
    101
    
    
    
    898
    
    
    
    3,307
    
    
    
    4,205
    
    
    
    354
    
    
    Nov-97
    
    Jun-07
    
    2  35 yearsChicago  Woodfield Mall
    
    IL
    
    (1)
    
    
    997
    
    
    
    8,633
    
    
    
    174
    
    
    
    997
    
    
    
    8,766
    
    
    
    9,764
    
    
    
    786
    
    
    Mar-99
    
    Jun-07
    
    2  37 yearsPeoria  North
    
    IL
    
    (1)
    
    
    1,342
    
    
    
    7,891
    
    
    
    137
    
    
    
    1,342
    
    
    
    7,987
    
    
    
    9,329
    
    
    
    687
    
    
    Dec-01
    
    Jun-07
    
    2  39 yearsRockford  East
    
    IL
    
    (1)
    
    
    1,213
    
    
    
    6,477
    
    
    
    53
    
    
    
    1,213
    
    
    
    6,531
    
    
    
    7,744
    
    
    
    592
    
    
    Nov-97
    
    Jun-07
    
    2  40 yearsRockford  East
    
    IL
    
    (1)
    
    
    1,503
    
    
    
    8,210
    
    
    
    152
    
    
    
    1,503
    
    
    
    8,314
    
    
    
    9,817
    
    
    
    744
    
    
    Sep-97
    
    Jun-07
    
    2  38 yearsSt. Louis  O Fallon, IL
    
    IL
    
    (1)
    
    
    1,417
    
    
    
    7,925
    
    
    
    54
    
    
    
    1,417
    
    
    
    7,978
    
    
    
    9,396
    
    
    
    729
    
    
    Sep-98
    
    Jun-07
    
    2  39 yearsEvansville  East
    
    IN
    
    (1)
    
    
    113
    
    
    
    5,327
    
    
    
    46
    
    
    
    113
    
    
    
    5,373
    
    
    
    5,486
    
    
    
    499
    
    
    Feb-97
    
    Jun-07
    
    2  40 yearsFort Wayne  North
    
    IN
    
    (1)
    
    
    998
    
    
    
    2,054
    
    
    
    124
    
    
    
    998
    
    
    
    2,178
    
    
    
    3,176
    
    
    
    240
    
    
    Dec-96
    
    Jun-07
    
    2  39 yearsFort Wayne  South
    
    IN
    
    (1)
    
    
    2,191
    
    
    
    3,917
    
    
    
    157
    
    
    
    2,191
    
    
    
    4,030
    
    
    
    6,221
    
    
    
    402
    
    
    Sep-97
    
    Jun-07
    
    2  38 yearsIndianapolis  Airport
    
    IN
    
    (1)
    
    
    282
    
    
    
    6,830
    
    
    
    101
    
    
    
    282
    
    
    
    6,930
    
    
    
    7,212
    
    
    
    705
    
    
    Oct-98
    
    Jun-07
    
    2  36 yearsIndianapolis  Airport  W. Southern Ave.
    
    IN
    
    (1)
    
    
    359
    
    
    
    10,159
    
    
    
    92
    
    
    
    359
    
    
    
    10,251
    
    
    
    10,610
    
    
    
    1,009
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsIndianapolis  Castleton
    
    IN
    
    (1)
    
    
    124
    
    
    
    8,355
    
    
    
    73
    
    
    
    124
    
    
    
    8,428
    
    
    
    8,552
    
    
    
    798
    
    
    Sep-99
    
    Jun-07
    
    2  37 yearsIndianapolis  North
    
    IN
    
    (1)
    
    
    1,037
    
    
    
    3,490
    
    
    
    167
    
    
    
    1,037
    
    
    
    3,657
    
    
    
    4,694
    
    
    
    426
    
    
    Aug-90
    
    Jun-07
    
    2  31 yearsIndianapolis  Northwest  College Park
    
    IN
    
    (1)
    
    
    87
    
    
    
    3,994
    
    
    
    274
    
    
    
    35
    
    
    
    1,801
    
    
    
    1,836
    
    
    
    61
    
    
    Mar-91
    
    Jun-07
    
    2  32 yearsIndianapolis  Northwest  I-465
    
    IN
    
    (1)
    
    
    343
    
    
    
    10,883
    
    
    
    209
    
    
    
    343
    
    
    
    11,091
    
    
    
    11,435
    
    
    
    1,080
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsMerrillville  US Rte. 30
    
    IN
    
    (1)
    
    
    1,232
    
    
    
    6,901
    
    
    
    171
    
    
    
    1,232
    
    
    
    7,024
    
    
    
    8,256
    
    
    
    675
    
    
    Nov-96
    
    Jun-07
    
    2  37 yearsSouth Bend  Mishawaka
    
    IN
    
    (1)
    
    
    496
    
    
    
    5,034
    
    
    
    79
    
    
    
    151
    
    
    
    1,744
    
    
    
    1,895
    
    
    
    70
    
    
    Sep-97
    
    Jun-07
    
    2  40 yearsSouth Bend  Mishawaka
    
    IN
    
    (1)
    
    
    487
    
    
    
    8,786
    
    
    
    56
    
    
    
    487
    
    
    
    8,842
    
    
    
    9,328
    
    
    
    784
    
    
    Dec-01
    
    Jun-07
    
    2  39 yearsKansas City  Lenexa  87th St.
    
    KS
    
    (1)
    
    
    1,225
    
    
    
    5,189
    
    
    
    114
    
    
    
    1,225
    
    
    
    5,303
    
    
    
    6,529
    
    
    
    964
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsKansas City  Lenexa  95th St.
    
    KS
    
    (1)
    
    
    2,049
    
    
    
    1,981
    
    
    
    157
    
    
    
    2,049
    
    
    
    2,139
    
    
    
    4,188
    
    
    
    283
    
    
    May-96
    
    Jun-07
    
    2  34 yearsKansas City  Overland Park
    
    KS
    
    (1)
    
    
    1,184
    
    
    
    8,297
    
    
    
    172
    
    
    
    1,184
    
    
    
    8,423
    
    
    
    9,607
    
    
    
    785
    
    
    Sep-97
    
    Jun-07
    
    2  38 yearsKansas City  Overland Park  Metcalf
    
    KS
    
    (1)
    
    
    918
    
    
    
    12,538
    
    
    
    105
    
    
    
    918
    
    
    
    12,643
    
    
    
    13,561
    
    
    
    1,805
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsWichita  East
    
    KS
    
    (1)
    
    
    382
    
    
    
    6,188
    
    
    
    68
    
    
    
    382
    
    
    
    6,255
    
    
    
    6,637
    
    
    
    574
    
    
    Dec-97
    
    Jun-07
    
    2  40 years
  F-99




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedCincinnati  Covington
    
    KY
    
    (1)
    
    
    1,206
    
    
    
    8,045
    
    
    
    151
    
    
    
    1,206
    
    
    
    8,164
    
    
    
    9,371
    
    
    
    743
    
    
    Dec-97
    
    Jun-07
    
    2  38 yearsCincinnati  Florence
    
    KY
    
    (1)
    
    
    682
    
    
    
    2,479
    
    
    
    122
    
    
    
    682
    
    
    
    2,601
    
    
    
    3,283
    
    
    
    276
    
    
    Sep-96
    
    Jun-07
    
    2  39 yearsCincinnati  Florence
    
    KY
    
    (1)
    
    
    1,046
    
    
    
    6,363
    
    
    
    136
    
    
    
    1,046
    
    
    
    6,498
    
    
    
    7,545
    
    
    
    627
    
    
    Oct-97
    
    Jun-07
    
    2  38 yearsLexington  Nicholasville Road
    
    KY
    
    (1)
    
    
    1,336
    
    
    
    7,347
    
    
    
    262
    
    
    
    1,336
    
    
    
    7,565
    
    
    
    8,900
    
    
    
    763
    
    
    Sep-96
    
    Jun-07
    
    2  34 yearsLexington  Patchen Village
    
    KY
    
    (1)
    
    
    521
    
    
    
    2,291
    
    
    
    122
    
    
    
    521
    
    
    
    2,414
    
    
    
    2,935
    
    
    
    316
    
    
    July-86
    
    Jun-07
    
    2  27 yearsLexington  Tates Creek
    
    KY
    
    (1)
    
    
    831
    
    
    
    3,159
    
    
    
    98
    
    
    
    831
    
    
    
    3,257
    
    
    
    4,088
    
    
    
    422
    
    
    Aug-87
    
    Jun-07
    
    2  28 yearsLouisville  Dutchman
    
    KY
    
    (1)
    
    
    851
    
    
    
    6,153
    
    
    
    131
    
    
    
    851
    
    
    
    6,283
    
    
    
    7,134
    
    
    
    678
    
    
    Oct-96
    
    Jun-07
    
    2  34 yearsLouisville  Hurstbourne
    
    KY
    
    (1)
    
    
    735
    
    
    
    2,256
    
    
    
    144
    
    
    
    735
    
    
    
    2,400
    
    
    
    3,135
    
    
    
    308
    
    
    Dec-88
    
    Jun-07
    
    2  29 yearsLouisville  St. Matthews
    
    KY
    
    (1)
    
    
    870
    
    
    
    1,634
    
    
    
    106
    
    
    
    870
    
    
    
    1,740
    
    
    
    2,610
    
    
    
    226
    
    
    Apr-89
    
    Jun-07
    
    2  30 yearsBaton Rouge  Citiplace
    
    LA
    
    (1)
    
    
    950
    
    
    
    17,363
    
    
    
    84
    
    
    
    950
    
    
    
    17,447
    
    
    
    18,397
    
    
    
    1,517
    
    
    Oct-01
    
    Jun-07
    
    2  39 yearsBaton Rouge  Sherwood Forest
    
    LA
    
    (1)
    
    
    920
    
    
    
    7,440
    
    
    
    127
    
    
    
    920
    
    
    
    7,567
    
    
    
    8,488
    
    
    
    747
    
    
    Jun-98
    
    Jun-07
    
    2  36 yearsLafayette  Airport
    
    LA
    
    (1)
    
    
    617
    
    
    
    11,838
    
    
    
    67
    
    
    
    617
    
    
    
    11,905
    
    
    
    12,521
    
    
    
    1,141
    
    
    Nov-98
    
    Jun-07
    
    2  36 yearsLake Charles  Sulphur
    
    LA
    
    (1)
    
    
    469
    
    
    
    14,445
    
    
    
    371
    
    
    
    469
    
    
    
    14,816
    
    
    
    15,285
    
    
    
    1,409
    
    
    Aug-97
    
    Jun-07
    
    2  35 yearsNew Orleans  Kenner
    
    LA
    
    (1)
    
    
    1,363
    
    
    
    20,714
    
    
    
    207
    
    
    
    1,363
    
    
    
    20,860
    
    
    
    22,223
    
    
    
    1,998
    
    
    Mar-01
    
    Jun-07
    
    2  39 yearsNew Orleans  Metairie
    
    LA
    
    (1)
    
    
    590
    
    
    
    19,352
    
    
    
    89
    
    
    
    590
    
    
    
    19,441
    
    
    
    20,031
    
    
    
    1,683
    
    
    Aug-98
    
    Jun-07
    
    2  39 yearsShreveport  Bossier City
    
    LA
    
    (1)
    
    
    943
    
    
    
    6,016
    
    
    
    236
    
    
    
    943
    
    
    
    6,252
    
    
    
    7,196
    
    
    
    639
    
    
    Sep-97
    
    Jun-07
    
    2  35 yearsBoston  Braintree
    
    MA
    
    (1)
    
    
    2,340
    
    
    
    17,488
    
    
    
    156
    
    
    
    2,340
    
    
    
    17,591
    
    
    
    19,931
    
    
    
    1,443
    
    
    Mar-02
    
    Jun-07
    
    2  40 yearsBoston  Danvers
    
    MA
    
    (1)
    
    
    2,393
    
    
    
    5,770
    
    
    
    94
    
    
    
    2,393
    
    
    
    5,864
    
    
    
    8,257
    
    
    
    573
    
    
    Feb-98
    
    Jun-07
    
    2  39 yearsBoston  Norton
    
    MA
    
    (1)
    
    
    880
    
    
    
    7,009
    
    
    
    116
    
    
    
    880
    
    
    
    7,086
    
    
    
    7,965
    
    
    
    603
    
    
    Aug-03
    
    Jun-07
    
    2  41 yearsBoston  Tewksbury
    
    MA
    
    (1)
    
    
    2,677
    
    
    
    5,165
    
    
    
    249
    
    
    
    2,677
    
    
    
    5,357
    
    
    
    8,034
    
    
    
    464
    
    
    Jun-01
    
    Jun-07
    
    2  39 yearsBoston  Waltham
    
    MA
    
    (1)
    
    
    2,548
    
    
    
    17,575
    
    
    
    66
    
    
    
    2,548
    
    
    
    17,641
    
    
    
    20,190
    
    
    
    1,521
    
    
    Jun-99
    
    Jun-07
    
    2  42 yearsBoston  Westborough
    
    MA
    
    (1)
    
    
    1,061
    
    
    
    13,032
    
    
    
    61
    
    
    
    1,061
    
    
    
    13,094
    
    
    
    14,155
    
    
    
    1,225
    
    
    Mar-01
    
    Jun-07
    
    2  43 yearsBoston  Westborough
    
    MA
    
    (1)
    
    
    1,356
    
    
    
    6,066
    
    
    
    175
    
    
    
    1,356
    
    
    
    6,209
    
    
    
    7,565
    
    
    
    551
    
    
    Jan-01
    
    Jun-07
    
    2  39 yearsBoston  Westborough  Computer Dr.
    
    MA
    
    (1)
    
    
    1,321
    
    
    
    10,650
    
    
    
    93
    
    
    
    1,321
    
    
    
    10,744
    
    
    
    12,065
    
    
    
    902
    
    
    Jun-98
    
    Jun-07
    
    2  41 yearsBoston  Woburn
    
    MA
    
    (1)
    
    
    3,213
    
    
    
    7,264
    
    
    
    103
    
    
    
    3,213
    
    
    
    7,368
    
    
    
    10,580
    
    
    
    631
    
    
    May-98
    
    Jun-07
    
    2  41 yearsAnnapolis  Naval Academy
    
    MD
    
    (1)
    
    
    1,413
    
    
    
    8,651
    
    
    
    143
    
    
    
    1,413
    
    
    
    8,749
    
    
    
    10,162
    
    
    
    708
    
    
    Dec-04
    
    Jun-07
    
    2  42 yearsBaltimore  Bel Air
    
    MD
    
    (1)
    
    
    1,212
    
    
    
    9,772
    
    
    
    31
    
    
    
    1,212
    
    
    
    9,803
    
    
    
    11,015
    
    
    
    846
    
    
    Nov-04
    
    Jun-07
    
    2  42 yearsBaltimore  BWI Airport
    
    MD
    
    (1)
    
    
    1,749
    
    
    
    15,216
    
    
    
    243
    
    
    
    1,749
    
    
    
    15,410
    
    
    
    17,159
    
    
    
    1,341
    
    
    Jun-97
    
    Jun-07
    
    2  38 yearsBaltimore  Glen Burnie
    
    MD
    
    (1)
    
    
    1,079
    
    
    
    16,358
    
    
    
    136
    
    
    
    1,079
    
    
    
    16,444
    
    
    
    17,523
    
    
    
    1,299
    
    
    Nov-04
    
    Jun-07
    
    2  42 yearsBaltimore  Timonium
    
    MD
    
    (1)
    
    
    1,844
    
    
    
    12,915
    
    
    
    46
    
    
    
    1,844
    
    
    
    12,961
    
    
    
    14,806
    
    
    
    1,406
    
    
    Jun-98
    
    Jun-07
    
    2  39 yearsColumbia  Columbia 100 Parkway
    
    MD
    
    (1)
    
    
    1,260
    
    
    
    14,295
    
    
    
    202
    
    
    
    1,260
    
    
    
    14,450
    
    
    
    15,710
    
    
    
    1,269
    
    
    Oct-97
    
    Jun-07
    
    2  38 yearsColumbia  Columbia Corporate Park
    
    MD
    
    (1)
    
    
    1,593
    
    
    
    17,500
    
    
    
    69
    
    
    
    1,593
    
    
    
    17,569
    
    
    
    19,162
    
    
    
    1,618
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsColumbia  Gateway Drive
    
    MD
    
    (1)
    
    
    1,481
    
    
    
    9,175
    
    
    
    61
    
    
    
    1,481
    
    
    
    9,236
    
    
    
    10,717
    
    
    
    816
    
    
    Dec-97
    
    Jun-07
    
    2  40 yearsColumbia  Laurel
    
    MD
    
    (1)
    
    
    1,094
    
    
    
    15,203
    
    
    
    35
    
    
    
    1,094
    
    
    
    15,238
    
    
    
    16,331
    
    
    
    1,267
    
    
    Dec-04
    
    Jun-07
    
    2  42 yearsFrederick  Westview Dr.
    
    MD
    
    (1)
    
    
    888
    
    
    
    14,760
    
    
    
    142
    
    
    
    888
    
    
    
    14,858
    
    
    
    15,746
    
    
    
    1,313
    
    
    Mar-99
    
    Jun-07
    
    2  37 yearsLexington Park  Pax River
    
    MD
    
    (1)
    
    
    1,151
    
    
    
    10,340
    
    
    
    132
    
    
    
    1,151
    
    
    
    10,431
    
    
    
    11,582
    
    
    
    923
    
    
    Jan-00
    
    Jun-07
    
    2  38 yearsWashington, D.C.  Gaithersburg
    
    MD
    
    (1)
    
    
    4,428
    
    
    
    7,903
    
    
    
    202
    
    
    
    4,428
    
    
    
    8,057
    
    
    
    12,486
    
    
    
    726
    
    
    Mar-99
    
    Jun-07
    
    2  37 yearsWashington, D.C.  Gaithersburg
    
    MD
    
    (1)
    
    
    4,428
    
    
    
    9,949
    
    
    
    155
    
    
    
    4,428
    
    
    
    10,104
    
    
    
    14,532
    
    
    
    870
    
    
    Feb-99
    
    Jun-07
    
    2  42 yearsWashington, D.C.  Germantown
    
    MD
    
    (1)
    
    
    3,105
    
    
    
    7,735
    
    
    
    164
    
    
    
    3,105
    
    
    
    7,856
    
    
    
    10,961
    
    
    
    701
    
    
    Jan-99
    
    Jun-07
    
    2  37 yearsWashington, D.C.  Landover
    
    MD
    
    (1)
    
    
    2,808
    
    
    
    15,084
    
    
    
    49
    
    
    
    2,808
    
    
    
    15,134
    
    
    
    17,941
    
    
    
    1,336
    
    
    Jul-98
    
    Jun-07
    
    2  39 yearsPortland  Scarborough
    
    ME
    
    (1)
    
    
    826
    
    
    
    7,399
    
    
    
    32
    
    
    
    826
    
    
    
    7,431
    
    
    
    8,257
    
    
    
    661
    
    
    Aug-01
    
    Jun-07
    
    2  39 yearsDetroit  Ann Arbor
    
    MI
    
    (1)
    
    
    3,253
    
    
    
    2,498
    
    
    
    77
    
    
    
    3,253
    
    
    
    2,575
    
    
    
    5,828
    
    
    
    361
    
    
    May-97
    
    Jun-07
    
    2  38 yearsDetroit  Ann Arbor
    
    MI
    
    (1)
    
    
    876
    
    
    
    2,891
    
    
    
    59
    
    
    
    876
    
    
    
    2,951
    
    
    
    3,827
    
    
    
    308
    
    
    Dec-97
    
    Jun-07
    
    2  40 yearsDetroit  Auburn Hills
    
    MI
    
    (1)
    
    
    1,478
    
    
    
    2,991
    
    
    
    107
    
    
    
    1,478
    
    
    
    3,098
    
    
    
    4,576
    
    
    
    644
    
    
    Feb-97
    
    Jun-07
    
    2  38 yearsDetroit  Auburn Hills  Featherstone Rd.
    
    MI
    
    (1)
    
    
    1,774
    
    
    
    3,016
    
    
    
    63
    
    
    
    1,774
    
    
    
    3,080
    
    
    
    4,853
    
    
    
    345
    
    
    Oct-04
    
    Jun-07
    
    2  43 years
  F-100




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedDetroit  Canton
    
    MI
    
    (1)
    
    
    1,518
    
    
    
    4,103
    
    
    
    102
    
    
    
    1,518
    
    
    
    4,205
    
    
    
    5,723
    
    
    
    405
    
    
    Jul-01
    
    Jun-07
    
    2  39 yearsDetroit  Dearborn
    
    MI
    
    (1)
    
    
    1,115
    
    
    
    7,537
    
    
    
    52
    
    
    
    1,115
    
    
    
    7,588
    
    
    
    8,703
    
    
    
    666
    
    
    Mar-02
    
    Jun-07
    
    2  43 yearsDetroit  Farmington Hills
    
    MI
    
    (1)
    
    
    1,596
    
    
    
    3,041
    
    
    
    81
    
    
    
    1,596
    
    
    
    3,122
    
    
    
    4,718
    
    
    
    328
    
    
    Jun-97
    
    Jun-07
    
    2  38 yearsDetroit  Livonia
    
    MI
    
    (1)
    
    
    1,601
    
    
    
    2,364
    
    
    
    91
    
    
    
    1,601
    
    
    
    2,456
    
    
    
    4,057
    
    
    
    260
    
    
    Aug-98
    
    Jun-07
    
    2  39 yearsDetroit  Madison Heights
    
    MI
    
    (1)
    
    
    1,715
    
    
    
    2,256
    
    
    
    91
    
    
    
    1,715
    
    
    
    2,347
    
    
    
    4,062
    
    
    
    278
    
    
    May-97
    
    Jun-07
    
    2  38 yearsDetroit  Metropolitan Airport
    
    MI
    
    (1)
    
    
    1,380
    
    
    
    5,444
    
    
    
    56
    
    
    
    1,380
    
    
    
    5,500
    
    
    
    6,881
    
    
    
    518
    
    
    Dec-01
    
    Jun-07
    
    2  42 yearsDetroit  Novi
    
    MI
    
    (1)
    
    
    1,667
    
    
    
    6,792
    
    
    
    90
    
    
    
    1,667
    
    
    
    6,882
    
    
    
    8,549
    
    
    
    664
    
    
    Jan-97
    
    Jun-07
    
    2  38 yearsDetroit  Novi
    
    MI
    
    (1)
    
    
    1,833
    
    
    
    4,744
    
    
    
    67
    
    
    
    1,833
    
    
    
    4,811
    
    
    
    6,644
    
    
    
    836
    
    
    Sep-00
    
    Jun-07
    
    2  43 yearsDetroit  Roseville
    
    MI
    
    (1)
    
    
    2,148
    
    
    
    3,036
    
    
    
    97
    
    
    
    2,148
    
    
    
    3,134
    
    
    
    5,282
    
    
    
    346
    
    
    Nov-01
    
    Jun-07
    
    2  39 yearsDetroit  Southfield
    
    MI
    
    (1)
    
    
    1,626
    
    
    
    3,392
    
    
    
    52
    
    
    
    1,626
    
    
    
    3,444
    
    
    
    5,070
    
    
    
    344
    
    
    Nov-02
    
    Jun-07
    
    2  40 yearsDetroit  Sterling Heights
    
    MI
    
    (1)
    
    
    1,926
    
    
    
    2,299
    
    
    
    75
    
    
    
    1,926
    
    
    
    2,375
    
    
    
    4,300
    
    
    
    284
    
    
    Nov-97
    
    Jun-07
    
    2  38 yearsDetroit  Warren
    
    MI
    
    (1)
    
    
    2,296
    
    
    
    4,484
    
    
    
    41
    
    
    
    2,296
    
    
    
    4,524
    
    
    
    6,820
    
    
    
    727
    
    
    Nov-97
    
    Jun-07
    
    2  40 yearsGrand Rapids  Kentwood
    
    MI
    
    (1)
    
    
    2,664
    
    
    
    4,041
    
    
    
    79
    
    
    
    2,664
    
    
    
    4,120
    
    
    
    6,784
    
    
    
    467
    
    
    Sep-98
    
    Jun-07
    
    2  36 yearsMinneapolis  Airport  Eagan
    
    MN
    
    (1)
    
    
    939
    
    
    
    8,272
    
    
    
    64
    
    
    
    939
    
    
    
    8,336
    
    
    
    9,275
    
    
    
    825
    
    
    Sep-97
    
    Jun-07
    
    2  38 yearsMinneapolis  Bloomington
    
    MN
    
    (1)
    
    
    1,794
    
    
    
    6,099
    
    
    
    134
    
    
    
    1,794
    
    
    
    6,233
    
    
    
    8,026
    
    
    
    607
    
    
    Apr-98
    
    Jun-07
    
    2  39 yearsMinneapolis  Brooklyn Center
    
    MN
    
    (1)
    
    
    1,693
    
    
    
    7,067
    
    
    
    73
    
    
    
    1,693
    
    
    
    7,140
    
    
    
    8,833
    
    
    
    701
    
    
    Nov-98
    
    Jun-07
    
    2  36 yearsMinneapolis  Eden Prairie
    
    MN
    
    (1)
    
    
    1,895
    
    
    
    4,482
    
    
    
    94
    
    
    
    1,895
    
    
    
    4,576
    
    
    
    6,471
    
    
    
    458
    
    
    Jan-98
    
    Jun-07
    
    2  39 yearsMinneapolis  Maple Grove
    
    MN
    
    (1)
    
    
    3,114
    
    
    
    7,554
    
    
    
    118
    
    
    
    3,114
    
    
    
    7,672
    
    
    
    10,786
    
    
    
    742
    
    
    Jan-98
    
    Jun-07
    
    2  39 yearsMinneapolis  Woodbury
    
    MN
    
    (1)
    
    
    2,355
    
    
    
    6,320
    
    
    
    134
    
    
    
    2,355
    
    
    
    6,455
    
    
    
    8,810
    
    
    
    648
    
    
    May-99
    
    Jun-07
    
    2  37 yearsRochester  North
    
    MN
    
    (1)
    
    
    919
    
    
    
    5,160
    
    
    
    41
    
    
    
    919
    
    
    
    5,202
    
    
    
    6,120
    
    
    
    491
    
    
    Sep-01
    
    Jun-07
    
    2  39 yearsRochester  South
    
    MN
    
    (1)
    
    
    861
    
    
    
    5,275
    
    
    
    39
    
    
    
    861
    
    
    
    5,314
    
    
    
    6,176
    
    
    
    505
    
    
    Oct-01
    
    Jun-07
    
    2  39 yearsColumbia  Stadium Blvd.
    
    MO
    
    (1)
    
    
    980
    
    
    
    5,269
    
    
    
    38
    
    
    
    980
    
    
    
    5,306
    
    
    
    6,287
    
    
    
    476
    
    
    Sep-03
    
    Jun-07
    
    2  39 yearsKansas City  Airport
    
    MO
    
    (1)
    
    
    698
    
    
    
    3,009
    
    
    
    75
    
    
    
    698
    
    
    
    3,084
    
    
    
    3,782
    
    
    
    344
    
    
    Jan-97
    
    Jun-07
    
    2  38 yearsKansas City  Independence
    
    MO
    
    (1)
    
    
    424
    
    
    
    3,223
    
    
    
    73
    
    
    
    424
    
    
    
    3,296
    
    
    
    3,720
    
    
    
    594
    
    
    Jan-97
    
    Jun-07
    
    2  35 yearsKansas City  Northeast  Worlds of Fun
    
    MO
    
    (1)
    
    
    495
    
    
    
    4,170
    
    
    
    84
    
    
    
    495
    
    
    
    4,254
    
    
    
    4,749
    
    
    
    587
    
    
    Jan-99
    
    Jun-07
    
    2  40 yearsKansas City  South
    
    MO
    
    (1)
    
    
    638
    
    
    
    3,913
    
    
    
    81
    
    
    
    638
    
    
    
    3,994
    
    
    
    4,631
    
    
    
    426
    
    
    Jun-97
    
    Jun-07
    
    2  38 yearsSpringfield  South
    
    MO
    
    (1)
    
    
    1,113
    
    
    
    7,873
    
    
    
    70
    
    
    
    1,113
    
    
    
    7,943
    
    
    
    9,056
    
    
    
    729
    
    
    Oct-97
    
    Jun-07
    
    2  38 yearsSt. Louis  Airport
    
    MO
    
    (1)
    
    
    813
    
    
    
    2,172
    
    
    
    162
    
    
    
    469
    
    
    
    1,402
    
    
    
    1,871
    
    
    
    72
    
    
    Jun-92
    
    Jun-07
    
    2  35 yearsSt. Louis  Airport
    
    MO
    
    (1)
    
    
    878
    
    
    
    4,657
    
    
    
    105
    
    
    
    878
    
    
    
    4,762
    
    
    
    5,639
    
    
    
    484
    
    
    Nov-96
    
    Jun-07
    
    2  37 yearsSt. Louis  Earth City
    
    MO
    
    (1)
    
    
    1,160
    
    
    
    2,586
    
    
    
    99
    
    
    
    1,160
    
    
    
    2,685
    
    
    
    3,845
    
    
    
    293
    
    
    Jun-97
    
    Jun-07
    
    2  40 yearsSt. Louis  St. Peters
    
    MO
    
    (1)
    
    
    334
    
    
    
    7,916
    
    
    
    79
    
    
    
    334
    
    
    
    7,996
    
    
    
    8,329
    
    
    
    760
    
    
    Jul-97
    
    Jun-07
    
    2  38 yearsSt. Louis  Westport
    
    MO
    
    (1)
    
    
    782
    
    
    
    3,289
    
    
    
    153
    
    
    
    782
    
    
    
    3,442
    
    
    
    4,224
    
    
    
    359
    
    
    Nov-94
    
    Jun-07
    
    2  37 yearsSt. Louis  Westport
    
    MO
    
    (1)
    
    
    1,145
    
    
    
    7,382
    
    
    
    274
    
    
    
    1,145
    
    
    
    7,606
    
    
    
    8,751
    
    
    
    756
    
    
    Aug-96
    
    Jun-07
    
    2  34 yearsJackson  East Beasley Road
    
    MS
    
    (1)
    
    
    703
    
    
    
    6,466
    
    
    
    58
    
    
    
    703
    
    
    
    6,525
    
    
    
    7,228
    
    
    
    585
    
    
    Jan-00
    
    Jun-07
    
    2  43 yearsJackson  North
    
    MS
    
    (1)
    
    
    856
    
    
    
    6,825
    
    
    
    140
    
    
    
    856
    
    
    
    6,940
    
    
    
    7,796
    
    
    
    681
    
    
    Oct-97
    
    Jun-07
    
    2  35 yearsJackson  Ridgeland
    
    MS
    
    (1)
    
    
    981
    
    
    
    4,841
    
    
    
    55
    
    
    
    981
    
    
    
    4,897
    
    
    
    5,878
    
    
    
    453
    
    
    Nov-96
    
    Jun-07
    
    2  39 yearsBillings  West End
    
    MT
    
    (1)
    
    
    1,199
    
    
    
    8,909
    
    
    
    59
    
    
    
    1,199
    
    
    
    8,953
    
    
    
    10,153
    
    
    
    791
    
    
    Jul-03
    
    Jun-07
    
    2  41 yearsGreat Falls  Missouri River
    
    MT
    
    (1)
    
    
    279
    
    
    
    6,656
    
    
    
    75
    
    
    
    279
    
    
    
    6,716
    
    
    
    6,995
    
    
    
    610
    
    
    Mar-02
    
    Jun-07
    
    2  40 yearsAsheville  Tunnel Rd.
    
    NC
    
    (1)
    
    
    3,345
    
    
    
    6,100
    
    
    
    70
    
    
    
    3,345
    
    
    
    6,170
    
    
    
    9,514
    
    
    
    608
    
    
    Feb-98
    
    Jun-07
    
    2  39 yearsCharlotte  Pineville
    
    NC
    
    (1)
    
    
    1,138
    
    
    
    7,298
    
    
    
    106
    
    
    
    1,138
    
    
    
    7,403
    
    
    
    8,541
    
    
    
    740
    
    
    Feb-99
    
    Jun-07
    
    2  37 yearsCharlotte  Pineville
    
    NC
    
    (1)
    
    
    1,367
    
    
    
    8,283
    
    
    
    85
    
    
    
    1,367
    
    
    
    8,368
    
    
    
    9,735
    
    
    
    723
    
    
    Sep-99
    
    Jun-07
    
    2  42 yearsCharlotte  Tyvola Rd.
    
    NC
    
    (1)
    
    
    1,448
    
    
    
    2,029
    
    
    
    74
    
    
    
    1,448
    
    
    
    2,104
    
    
    
    3,551
    
    
    
    240
    
    
    May-95
    
    Jun-07
    
    2  38 yearsCharlotte  Tyvola Rd.
    
    NC
    
    (1)
    
    
    1,713
    
    
    
    4,941
    
    
    
    70
    
    
    
    1,713
    
    
    
    5,008
    
    
    
    6,721
    
    
    
    519
    
    
    Oct-98
    
    Jun-07
    
    2  36 yearsCharlotte  University Place
    
    NC
    
    (1)
    
    
    925
    
    
    
    2,894
    
    
    
    159
    
    
    
    403
    
    
    
    1,467
    
    
    
    1,870
    
    
    
    71
    
    
    Mar-96
    
    Jun-07
    
    2  39 yearsCharlotte  University Place
    
    NC
    
    (1)
    
    
    1,207
    
    
    
    5,330
    
    
    
    119
    
    
    
    1,207
    
    
    
    5,449
    
    
    
    6,656
    
    
    
    571
    
    
    Apr-98
    
    Jun-07
    
    2  39 years
  F-101




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedDurham  Research Triangle Park
    
    NC
    
    (1)
    
    
    
    
    
    
    2,869
    
    
    
    79
    
    
    
    
    
    
    
    2,947
    
    
    
    2,947
    
    
    
    311
    
    
    Dec-96
    
    Jun-07
    
    2  39 yearsDurham  Research Triangle Park
    
    NC
    
    (1)
    
    
    4,091
    
    
    
    3,071
    
    
    
    59
    
    
    
    4,091
    
    
    
    3,131
    
    
    
    7,222
    
    
    
    445
    
    
    Sep-98
    
    Jun-07
    
    2  41 yearsDurham  Research Triangle Park  Miami Blvd.  N
    
    NC
    
    (1)
    
    
    1,556
    
    
    
    5,960
    
    
    
    63
    
    
    
    1,556
    
    
    
    6,023
    
    
    
    7,579
    
    
    
    981
    
    
    Sep-98
    
    Jun-07
    
    2  41 yearsDurham  Research Triangle Park  Miami Blvd.  S
    
    NC
    
    (1)
    
    
    1,955
    
    
    
    7,823
    
    
    
    141
    
    
    
    1,955
    
    
    
    7,964
    
    
    
    9,919
    
    
    
    1,194
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsDurham  University
    
    NC
    
    (1)
    
    
    1,802
    
    
    
    3,709
    
    
    
    224
    
    
    
    1,802
    
    
    
    3,910
    
    
    
    5,712
    
    
    
    409
    
    
    Oct-97
    
    Jun-07
    
    2  35 yearsFayetteville  Cross Creek Mall
    
    NC
    
    (1)
    
    
    921
    
    
    
    14,862
    
    
    
    94
    
    
    
    921
    
    
    
    14,956
    
    
    
    15,877
    
    
    
    1,478
    
    
    Jan-99
    
    Jun-07
    
    2  42 yearsFayetteville  Owen Dr.
    
    NC
    
    (1)
    
    
    1,084
    
    
    
    15,881
    
    
    
    181
    
    
    
    1,084
    
    
    
    16,063
    
    
    
    17,147
    
    
    
    1,739
    
    
    Jul-97
    
    Jun-07
    
    2  35 yearsGreensboro  Airport
    
    NC
    
    (1)
    
    
    377
    
    
    
    6,954
    
    
    
    46
    
    
    
    377
    
    
    
    7,000
    
    
    
    7,377
    
    
    
    908
    
    
    Mar-99
    
    Jun-07
    
    2  42 yearsGreensboro  Wendover Ave.
    
    NC
    
    (1)
    
    
    300
    
    
    
    3,153
    
    
    
    123
    
    
    
    148
    
    
    
    1,724
    
    
    
    1,872
    
    
    
    72
    
    
    Dec-95
    
    Jun-07
    
    2  38 yearsGreensboro  Wendover Ave.
    
    NC
    
    (1)
    
    
    566
    
    
    
    8,570
    
    
    
    181
    
    
    
    566
    
    
    
    8,709
    
    
    
    9,275
    
    
    
    1,025
    
    
    Sep-96
    
    Jun-07
    
    2  34 yearsJacksonville  Camp Lejeune
    
    NC
    
    (1)
    
    
    1,105
    
    
    
    14,107
    
    
    
    70
    
    
    
    1,105
    
    
    
    14,176
    
    
    
    15,282
    
    
    
    1,441
    
    
    Oct-98
    
    Jun-07
    
    2  39 yearsRaleigh  Cary  Harrison Ave.
    
    NC
    
    (1)
    
    
    1,386
    
    
    
    3,774
    
    
    
    49
    
    
    
    1,386
    
    
    
    3,824
    
    
    
    5,210
    
    
    
    372
    
    
    Sep-96
    
    Jun-07
    
    2  39 yearsRaleigh  Cary  Regency Parkway
    
    NC
    
    (1)
    
    
    1,685
    
    
    
    6,760
    
    
    
    38
    
    
    
    1,685
    
    
    
    6,798
    
    
    
    8,483
    
    
    
    685
    
    
    Jan-98
    
    Jun-07
    
    2  39 yearsRaleigh  Cary  Regency Parkway
    
    NC
    
    (1)
    
    
    1,356
    
    
    
    5,021
    
    
    
    75
    
    
    
    1,356
    
    
    
    5,096
    
    
    
    6,453
    
    
    
    896
    
    
    Jan-98
    
    Jun-07
    
    2  41 yearsRaleigh  North Raleigh
    
    NC
    
    (1)
    
    
    1,105
    
    
    
    2,220
    
    
    
    84
    
    
    
    1,105
    
    
    
    2,304
    
    
    
    3,409
    
    
    
    246
    
    
    Dec-96
    
    Jun-07
    
    2  39 yearsRaleigh  North Raleigh
    
    NC
    
    (1)
    
    
    1,864
    
    
    
    5,056
    
    
    
    125
    
    
    
    1,864
    
    
    
    5,153
    
    
    
    7,017
    
    
    
    670
    
    
    Dec-97
    
    Jun-07
    
    2  38 yearsRaleigh  RDU Airport
    
    NC
    
    (1)
    
    
    1,434
    
    
    
    7,693
    
    
    
    130
    
    
    
    1,434
    
    
    
    7,789
    
    
    
    9,223
    
    
    
    837
    
    
    Sep-97
    
    Jun-07
    
    2  35 yearsWilmington  New Centre Drive
    
    NC
    
    (1)
    
    
    1,250
    
    
    
    11,213
    
    
    
    76
    
    
    
    1,250
    
    
    
    11,289
    
    
    
    12,539
    
    
    
    1,232
    
    
    Feb-98
    
    Jun-07
    
    2  39 yearsWinston-Salem  Hanes Mall Blvd.
    
    NC
    
    (1)
    
    
    425
    
    
    
    7,785
    
    
    
    246
    
    
    
    425
    
    
    
    7,993
    
    
    
    8,418
    
    
    
    996
    
    
    Sep-96
    
    Jun-07
    
    2  34 yearsWinston-Salem  University Parkway
    
    NC
    
    (1)
    
    
    586
    
    
    
    4,651
    
    
    
    96
    
    
    
    586
    
    
    
    4,747
    
    
    
    5,333
    
    
    
    514
    
    
    Jul-98
    
    Jun-07
    
    2  39 yearsOmaha  West
    
    NE
    
    (1)
    
    
    1,177
    
    
    
    7,067
    
    
    
    64
    
    
    
    1,177
    
    
    
    7,131
    
    
    
    8,308
    
    
    
    651
    
    
    Dec-97
    
    Jun-07
    
    2  40 yearsSt. Johns  Downtown
    
    NF
    
    (1)
    
    
    1,190
    
    
    
    12,390
    
    
    
    35
    
    
    
    1,190
    
    
    
    12,426
    
    
    
    13,615
    
    
    
    1,178
    
    
    Jul-06
    
    Jun-07
    
    2  43 yearsBoston  Nashua
    
    NH
    
    (1)
    
    
    1,010
    
    
    
    9,970
    
    
    
    193
    
    
    
    1,010
    
    
    
    10,130
    
    
    
    11,140
    
    
    
    969
    
    
    Dec-01
    
    Jun-07
    
    2  39 yearsEdison  Raritan Center
    
    NJ
    
    (1)
    
    
    1,224
    
    
    
    11,860
    
    
    
    60
    
    
    
    1,224
    
    
    
    11,920
    
    
    
    13,144
    
    
    
    1,170
    
    
    Aug-97
    
    Jun-07
    
    2  38 yearsElizabeth  Newark Airport
    
    NJ
    
    (1)
    
    
    
    
    
    
    17,020
    
    
    
    135
    
    
    
    
    
    
    
    17,156
    
    
    
    17,156
    
    
    
    1,576
    
    
    Mar-02
    
    Jun-07
    
    2  40 yearsMeadowlands  Rutherford
    
    NJ
    
    (1)
    
    
    6,768
    
    
    
    11,312
    
    
    
    74
    
    
    
    6,768
    
    
    
    11,386
    
    
    
    18,154
    
    
    
    1,088
    
    
    Dec-99
    
    Jun-07
    
    2  37 yearsMt. Olive  Budd Lake
    
    NJ
    
    (1)
    
    
    1,518
    
    
    
    6,879
    
    
    
    82
    
    
    
    1,518
    
    
    
    6,962
    
    
    
    8,480
    
    
    
    765
    
    
    May-03
    
    Jun-07
    
    2  41 yearsPhiladelphia  Cherry Hill
    
    NJ
    
    (1)
    
    
    652
    
    
    
    7,427
    
    
    
    40
    
    
    
    652
    
    
    
    7,466
    
    
    
    8,118
    
    
    
    753
    
    
    Jul-98
    
    Jun-07
    
    2  39 yearsPhiladelphia  Maple Shade
    
    NJ
    
    (1)
    
    
    697
    
    
    
    6,689
    
    
    
    113
    
    
    
    697
    
    
    
    6,803
    
    
    
    7,500
    
    
    
    686
    
    
    Dec-98
    
    Jun-07
    
    2  39 yearsPhiladelphia  Mt. Laurel
    
    NJ
    
    (1)
    
    
    455
    
    
    
    9,220
    
    
    
    46
    
    
    
    455
    
    
    
    9,265
    
    
    
    9,720
    
    
    
    807
    
    
    Jan-98
    
    Jun-07
    
    2  41 yearsPhiladelphia  Mt. Laurel
    
    NJ
    
    (1)
    
    
    636
    
    
    
    10,892
    
    
    
    63
    
    
    
    636
    
    
    
    10,955
    
    
    
    11,592
    
    
    
    1,309
    
    
    Mar-99
    
    Jun-07
    
    2  42 yearsPiscataway  Rutgers University
    
    NJ
    
    (1)
    
    
    738
    
    
    
    11,303
    
    
    
    68
    
    
    
    738
    
    
    
    11,370
    
    
    
    12,108
    
    
    
    1,129
    
    
    Oct-98
    
    Jun-07
    
    2  41 yearsPrinceton  South Brunswick
    
    NJ
    
    (1)
    
    
    943
    
    
    
    9,576
    
    
    
    105
    
    
    
    943
    
    
    
    9,681
    
    
    
    10,624
    
    
    
    916
    
    
    Jun-99
    
    Jun-07
    
    2  37 yearsPrinceton  West Windsor
    
    NJ
    
    (1)
    
    
    3,122
    
    
    
    5,487
    
    
    
    51
    
    
    
    3,122
    
    
    
    5,538
    
    
    
    8,660
    
    
    
    584
    
    
    Dec-00
    
    Jun-07
    
    2  38 yearsRamsey  Upper Saddle River
    
    NJ
    
    (1)
    
    
    2,103
    
    
    
    12,577
    
    
    
    40
    
    
    
    2,103
    
    
    
    12,617
    
    
    
    14,720
    
    
    
    1,089
    
    
    Dec-01
    
    Jun-07
    
    2  39 yearsRed Bank  Middletown
    
    NJ
    
    (1)
    
    
    3,638
    
    
    
    14,384
    
    
    
    82
    
    
    
    3,638
    
    
    
    14,466
    
    
    
    18,104
    
    
    
    1,332
    
    
    Dec-00
    
    Jun-07
    
    2  38 yearsSecaucus  Meadowlands
    
    NJ
    
    (1)
    
    
    1,143
    
    
    
    25,700
    
    
    
    102
    
    
    
    1,143
    
    
    
    25,803
    
    
    
    26,945
    
    
    
    2,269
    
    
    Aug-02
    
    Jun-07
    
    2  40 yearsSomerset  Franklin
    
    NJ
    
    (1)
    
    
    732
    
    
    
    11,816
    
    
    
    49
    
    
    
    732
    
    
    
    11,865
    
    
    
    12,597
    
    
    
    1,044
    
    
    Jun-01
    
    Jun-07
    
    2  39 yearsAlbuquerque  Airport
    
    NM
    
    (1)
    
    
    1,083
    
    
    
    5,352
    
    
    
    76
    
    
    
    1,083
    
    
    
    5,428
    
    
    
    6,511
    
    
    
    491
    
    
    Jan-99
    
    Jun-07
    
    2  42 yearsAlbuquerque  Northeast
    
    NM
    
    (1)
    
    
    1,441
    
    
    
    4,493
    
    
    
    77
    
    
    
    1,441
    
    
    
    4,570
    
    
    
    6,011
    
    
    
    514
    
    
    Jan-98
    
    Jun-07
    
    2  36 yearsAlbuquerque  Rio Rancho
    
    NM
    
    (1)
    
    
    1,040
    
    
    
    8,612
    
    
    
    46
    
    
    
    1,040
    
    
    
    8,659
    
    
    
    9,699
    
    
    
    785
    
    
    May-98
    
    Jun-07
    
    2  39 yearsAlbuquerque  Rio Rancho Blvd.
    
    NM
    
    (1)
    
    
    1,174
    
    
    
    10,658
    
    
    
    95
    
    
    
    1,174
    
    
    
    10,753
    
    
    
    11,927
    
    
    
    1,348
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsLas Vegas  Boulder Highway
    
    NV
    
    (1)
    
    
    2,636
    
    
    
    6,743
    
    
    
    281
    
    
    
    2,636
    
    
    
    6,965
    
    
    
    9,602
    
    
    
    752
    
    
    Dec-92
    
    Jun-07
    
    2  30 yearsLas Vegas  East Flamingo
    
    NV
    
    (1)
    
    
    2,820
    
    
    
    17,180
    
    
    
    118
    
    
    
    2,820
    
    
    
    17,299
    
    
    
    20,118
    
    
    
    1,700
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsLas Vegas  Valley View
    
    NV
    
    (1)
    
    
    3,370
    
    
    
    18,430
    
    
    
    156
    
    
    
    3,370
    
    
    
    18,586
    
    
    
    21,956
    
    
    
    2,581
    
    
    Dec-95
    
    Jun-07
    
    2  33 years
  F-102




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedReno  South Meadows
    
    NV
    
    (1)
    
    
    3,005
    
    
    
    14,751
    
    
    
    134
    
    
    
    3,005
    
    
    
    14,843
    
    
    
    17,848
    
    
    
    1,220
    
    
    Mar-02
    
    Jun-07
    
    2  40 yearsAlbany  Capital
    
    NY
    
    (1)
    
    
    763
    
    
    
    10,558
    
    
    
    76
    
    
    
    763
    
    
    
    10,634
    
    
    
    11,397
    
    
    
    1,005
    
    
    Nov-96
    
    Jun-07
    
    2  37 yearsBuffalo  Amherst
    
    NY
    
    (1)
    
    
    748
    
    
    
    12,169
    
    
    
    92
    
    
    
    748
    
    
    
    12,253
    
    
    
    13,001
    
    
    
    1,095
    
    
    Sep-97
    
    Jun-07
    
    2  38 yearsFishkill  Poughkeepsie
    
    NY
    
    (1)
    
    
    614
    
    
    
    10,344
    
    
    
    66
    
    
    
    614
    
    
    
    10,409
    
    
    
    11,023
    
    
    
    866
    
    
    Feb-04
    
    Jun-07
    
    2  42 yearsLong Island  Bethpage
    
    NY
    
    (1)
    
    
    4,415
    
    
    
    14,102
    
    
    
    332
    
    
    
    4,415
    
    
    
    14,289
    
    
    
    18,704
    
    
    
    1,116
    
    
    Jun-99
    
    Jun-07
    
    2  40 yearsLong Island  Melville
    
    NY
    
    (1)
    
    
    3,610
    
    
    
    26,619
    
    
    
    485
    
    
    
    3,610
    
    
    
    26,911
    
    
    
    30,521
    
    
    
    2,108
    
    
    May-00
    
    Jun-07
    
    2  41 yearsNew York City  LaGuardia Airport
    
    NY
    
    (1)
    
    
    3,444
    
    
    
    33,105
    
    
    
    444
    
    
    
    3,444
    
    
    
    33,396
    
    
    
    36,841
    
    
    
    2,606
    
    
    Aug-01
    
    Jun-07
    
    2  42 yearsRochester  Greece
    
    NY
    
    (1)
    
    
    1,719
    
    
    
    9,038
    
    
    
    77
    
    
    
    1,719
    
    
    
    9,115
    
    
    
    10,835
    
    
    
    883
    
    
    Nov-96
    
    Jun-07
    
    2  37 yearsRochester  Henrietta
    
    NY
    
    (1)
    
    
    1,169
    
    
    
    9,787
    
    
    
    215
    
    
    
    1,169
    
    
    
    9,955
    
    
    
    11,124
    
    
    
    907
    
    
    Dec-96
    
    Jun-07
    
    2  37 yearsSyracuse  Dewitt
    
    NY
    
    (1)
    
    
    299
    
    
    
    7,034
    
    
    
    192
    
    
    
    299
    
    
    
    7,159
    
    
    
    7,458
    
    
    
    645
    
    
    Dec-96
    
    Jun-07
    
    2  37 yearsWhite Plains  Elmsford
    
    NY
    
    (1)
    
    
    2,663
    
    
    
    25,083
    
    
    
    601
    
    
    
    2,663
    
    
    
    25,487
    
    
    
    28,151
    
    
    
    1,961
    
    
    Dec-00
    
    Jun-07
    
    2  41 yearsAkron  Copley
    
    OH
    
    (1)
    
    
    492
    
    
    
    2,246
    
    
    
    82
    
    
    
    313
    
    
    
    1,556
    
    
    
    1,869
    
    
    
    70
    
    
    Nov-96
    
    Jun-07
    
    2  39 yearsAkron  Copley
    
    OH
    
    (1)
    
    
    683
    
    
    
    6,067
    
    
    
    88
    
    
    
    683
    
    
    
    6,155
    
    
    
    6,837
    
    
    
    788
    
    
    Feb-97
    
    Jun-07
    
    2  38 yearsCincinnati  Blue Ash  North
    
    OH
    
    (1)
    
    
    2,225
    
    
    
    2,399
    
    
    
    45
    
    
    
    2,225
    
    
    
    2,445
    
    
    
    4,670
    
    
    
    771
    
    
    Dec-98
    
    Jun-07
    
    2  41 yearsCincinnati  Blue Ash  South
    
    OH
    
    (1)
    
    
    1,151
    
    
    
    1,476
    
    
    
    162
    
    
    
    1,151
    
    
    
    1,638
    
    
    
    2,789
    
    
    
    199
    
    
    Dec-91
    
    Jun-07
    
    2  32 yearsCincinnati  Fairfield
    
    OH
    
    (1)
    
    
    1,085
    
    
    
    2,417
    
    
    
    155
    
    
    
    1,085
    
    
    
    2,572
    
    
    
    3,658
    
    
    
    504
    
    
    Jun-89
    
    Jun-07
    
    2  30 yearsCincinnati  Sharonville
    
    OH
    
    (1)
    
    
    2,321
    
    
    
    3,271
    
    
    
    209
    
    
    
    2,321
    
    
    
    3,423
    
    
    
    5,743
    
    
    
    485
    
    
    Jul-96
    
    Jun-07
    
    2  34 yearsCincinnati  Springdale  North
    
    OH
    
    (1)
    
    
    2,194
    
    
    
    4,680
    
    
    
    263
    
    
    
    2,194
    
    
    
    4,899
    
    
    
    7,092
    
    
    
    580
    
    
    Nov-96
    
    Jun-07
    
    2  34 yearsCincinnati  Springdale  South
    
    OH
    
    (1)
    
    
    2,238
    
    
    
    3,417
    
    
    
    178
    
    
    
    2,238
    
    
    
    3,594
    
    
    
    5,833
    
    
    
    590
    
    
    Nov-88
    
    Jun-07
    
    2  29 yearsCleveland  Airport  North Olmsted
    
    OH
    
    (1)
    
    
    1,121
    
    
    
    2,165
    
    
    
    77
    
    
    
    1,121
    
    
    
    2,243
    
    
    
    3,364
    
    
    
    257
    
    
    Sep-97
    
    Jun-07
    
    2  40 yearsCleveland  Beachwood
    
    OH
    
    (1)
    
    
    1,133
    
    
    
    6,470
    
    
    
    71
    
    
    
    1,133
    
    
    
    6,541
    
    
    
    7,675
    
    
    
    741
    
    
    Jan-02
    
    Jun-07
    
    2  40 yearsCleveland  Brooklyn
    
    OH
    
    (1)
    
    
    821
    
    
    
    7,486
    
    
    
    98
    
    
    
    821
    
    
    
    7,583
    
    
    
    8,404
    
    
    
    715
    
    
    Dec-99
    
    Jun-07
    
    2  37 yearsCleveland  Middleburg Heights
    
    OH
    
    (1)
    
    
    861
    
    
    
    1,819
    
    
    
    152
    
    
    
    861
    
    
    
    1,971
    
    
    
    2,832
    
    
    
    205
    
    
    Nov-97
    
    Jun-07
    
    2  40 yearsCleveland  Westlake
    
    OH
    
    (1)
    
    
    1,430
    
    
    
    2,399
    
    
    
    62
    
    
    
    1,430
    
    
    
    2,461
    
    
    
    3,891
    
    
    
    412
    
    
    Nov-97
    
    Jun-07
    
    2  40 yearsColumbus  Dublin
    
    OH
    
    (1)
    
    
    1,253
    
    
    
    6,981
    
    
    
    67
    
    
    
    1,253
    
    
    
    7,048
    
    
    
    8,301
    
    
    
    697
    
    
    Jan-98
    
    Jun-07
    
    2  36 yearsColumbus  East
    
    OH
    
    (1)
    
    
    561
    
    
    
    1,941
    
    
    
    145
    
    
    
    561
    
    
    
    2,086
    
    
    
    2,648
    
    
    
    256
    
    
    Aug-99
    
    Jun-07
    
    2  30 yearsColumbus  Easton
    
    OH
    
    (1)
    
    
    955
    
    
    
    8,620
    
    
    
    364
    
    
    
    955
    
    
    
    8,916
    
    
    
    9,871
    
    
    
    756
    
    
    Mar-99
    
    Jun-07
    
    2  40 yearsColumbus  North
    
    OH
    
    (1)
    
    
    978
    
    
    
    3,779
    
    
    
    136
    
    
    
    978
    
    
    
    3,915
    
    
    
    4,893
    
    
    
    594
    
    
    Jun-97
    
    Jun-07
    
    2  38 yearsColumbus  Polaris
    
    OH
    
    (1)
    
    
    1,962
    
    
    
    11,578
    
    
    
    86
    
    
    
    1,962
    
    
    
    11,663
    
    
    
    13,625
    
    
    
    1,367
    
    
    Dec-98
    
    Jun-07
    
    2  43 yearsColumbus  Sawmill Rd.
    
    OH
    
    (1)
    
    
    500
    
    
    
    2,857
    
    
    
    146
    
    
    
    500
    
    
    
    3,003
    
    
    
    3,503
    
    
    
    510
    
    
    May-90
    
    Jun-07
    
    2  31 yearsColumbus  Tuttle
    
    OH
    
    (1)
    
    
    676
    
    
    
    5,142
    
    
    
    75
    
    
    
    676
    
    
    
    5,217
    
    
    
    5,893
    
    
    
    748
    
    
    Jun-98
    
    Jun-07
    
    2  43 yearsColumbus  Worthington
    
    OH
    
    (1)
    
    
    768
    
    
    
    5,160
    
    
    
    57
    
    
    
    768
    
    
    
    5,217
    
    
    
    5,985
    
    
    
    492
    
    
    Dec-98
    
    Jun-07
    
    2  39 yearsDayton  Fairborn
    
    OH
    
    (1)
    
    
    744
    
    
    
    4,481
    
    
    
    79
    
    
    
    744
    
    
    
    4,560
    
    
    
    5,305
    
    
    
    427
    
    
    Jan-97
    
    Jun-07
    
    2  40 yearsDayton  North
    
    OH
    
    (1)
    
    
    631
    
    
    
    7,097
    
    
    
    136
    
    
    
    631
    
    
    
    7,233
    
    
    
    7,864
    
    
    
    882
    
    
    Feb-00
    
    Jun-07
    
    2  38 yearsDayton  South
    
    OH
    
    (1)
    
    
    419
    
    
    
    6,608
    
    
    
    169
    
    
    
    419
    
    
    
    6,777
    
    
    
    7,196
    
    
    
    935
    
    
    Nov-89
    
    Jun-07
    
    2  30 yearsToledo  Findlay  Tiffin Avenue
    
    OH
    
    (2)
    
    
    664
    
    
    
    6,062
    
    
    
    502
    
    
    
    653
    
    
    
    6,575
    
    
    
    7,228
    
    
    
    629
    
    
    Mar-07
    
    Jun-07
    
    2  41 yearsToledo  Holland
    
    OH
    
    (1)
    
    
    599
    
    
    
    7,495
    
    
    
    98
    
    
    
    599
    
    
    
    7,593
    
    
    
    8,193
    
    
    
    903
    
    
    Jan-97
    
    Jun-07
    
    2  38 yearsToledo  Maumee
    
    OH
    
    (1)
    
    
    477
    
    
    
    4,013
    
    
    
    114
    
    
    
    477
    
    
    
    4,127
    
    
    
    4,605
    
    
    
    401
    
    
    Jun-97
    
    Jun-07
    
    2  40 yearsOklahoma City  Airport
    
    OK
    
    (1)
    
    
    734
    
    
    
    6,267
    
    
    
    197
    
    
    
    734
    
    
    
    6,463
    
    
    
    7,198
    
    
    
    651
    
    
    Sep-97
    
    Jun-07
    
    2  38 yearsOklahoma City  Northwest
    
    OK
    
    (1)
    
    
    602
    
    
    
    3,902
    
    
    
    63
    
    
    
    602
    
    
    
    3,966
    
    
    
    4,568
    
    
    
    652
    
    
    Jan-98
    
    Jun-07
    
    2  41 yearsOklahoma City  NW Expressway
    
    OK
    
    (1)
    
    
    674
    
    
    
    8,302
    
    
    
    74
    
    
    
    674
    
    
    
    8,376
    
    
    
    9,050
    
    
    
    806
    
    
    Feb-99
    
    Jun-07
    
    2  37 yearsTulsa  Central
    
    OK
    
    (1)
    
    
    439
    
    
    
    3,586
    
    
    
    54
    
    
    
    439
    
    
    
    3,640
    
    
    
    4,079
    
    
    
    346
    
    
    Jun-97
    
    Jun-07
    
    2  40 yearsTulsa  Central
    
    OK
    
    (1)
    
    
    483
    
    
    
    6,800
    
    
    
    175
    
    
    
    483
    
    
    
    6,928
    
    
    
    7,411
    
    
    
    714
    
    
    Apr-97
    
    Jun-07
    
    2  35 yearsOttawa  Downtown
    
    ON
    
    (1)
    
    
    312
    
    
    
    30,293
    
    
    
    129
    
    
    
    312
    
    
    
    30,421
    
    
    
    30,733
    
    
    
    2,797
    
    
    Oct-05
    
    Jun-07
    
    2  43 yearsToronto  Vaughan
    
    ON
    
    (1)
    
    
    1,149
    
    
    
    34,395
    
    
    
    1,312
    
    
    
    1,149
    
    
    
    35,678
    
    
    
    36,827
    
    
    
    2,897
    
    
    Jul-06
    
    Jun-07
    
    2  43 years
  F-103




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedEugene  Springfield
    
    OR
    
    (1)
    
    
    998
    
    
    
    9,433
    
    
    
    81
    
    
    
    998
    
    
    
    9,514
    
    
    
    10,512
    
    
    
    952
    
    
    Nov-97
    
    Jun-07
    
    2  35 yearsPortland  Beaverton
    
    OR
    
    (1)
    
    
    1,672
    
    
    
    8,136
    
    
    
    70
    
    
    
    1,672
    
    
    
    8,207
    
    
    
    9,879
    
    
    
    828
    
    
    Oct-98
    
    Jun-07
    
    2  41 yearsPortland  Gresham
    
    OR
    
    (1)
    
    
    3,839
    
    
    
    3,395
    
    
    
    111
    
    
    
    3,839
    
    
    
    3,505
    
    
    
    7,344
    
    
    
    391
    
    
    Jan-98
    
    Jun-07
    
    2  39 yearsPortland  Hillsboro
    
    OR
    
    (1)
    
    
    2,685
    
    
    
    10,600
    
    
    
    73
    
    
    
    2,685
    
    
    
    10,673
    
    
    
    13,358
    
    
    
    1,354
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsSalem  North
    
    OR
    
    (1)
    
    
    1,169
    
    
    
    4,193
    
    
    
    49
    
    
    
    1,169
    
    
    
    4,242
    
    
    
    5,411
    
    
    
    481
    
    
    Oct-98
    
    Jun-07
    
    2  39 yearsAllentown  Bethlehem
    
    PA
    
    (1)
    
    
    695
    
    
    
    11,248
    
    
    
    33
    
    
    
    695
    
    
    
    11,280
    
    
    
    11,975
    
    
    
    946
    
    
    Sep-03
    
    Jun-07
    
    2  41 yearsPhiladelphia  Airport
    
    PA
    
    (1)
    
    
    6,725
    
    
    
    7,800
    
    
    
    155
    
    
    
    6,725
    
    
    
    7,955
    
    
    
    14,680
    
    
    
    763
    
    
    Feb-98
    
    Jun-07
    
    2  39 yearsPhiladelphia  Airport
    
    PA
    
    (1)
    
    
    3,791
    
    
    
    10,576
    
    
    
    72
    
    
    
    3,791
    
    
    
    10,648
    
    
    
    14,439
    
    
    
    1,010
    
    
    May-98
    
    Jun-07
    
    2  41 yearsPhiladelphia  Bensalem
    
    PA
    
    (1)
    
    
    3,427
    
    
    
    8,234
    
    
    
    55
    
    
    
    3,427
    
    
    
    8,289
    
    
    
    11,716
    
    
    
    759
    
    
    Jun-98
    
    Jun-07
    
    2  39 yearsPhiladelphia  Exton
    
    PA
    
    (1)
    
    
    2,403
    
    
    
    10,079
    
    
    
    140
    
    
    
    2,403
    
    
    
    10,219
    
    
    
    12,622
    
    
    
    985
    
    
    Jan-99
    
    Jun-07
    
    2  37 yearsPhiladelphia  Horsham
    
    PA
    
    (1)
    
    
    7,078
    
    
    
    2,017
    
    
    
    83
    
    
    
    7,078
    
    
    
    2,101
    
    
    
    9,179
    
    
    
    232
    
    
    Dec-01
    
    Jun-07
    
    2  39 yearsPhiladelphia  Malvern
    
    PA
    
    (1)
    
    
    191
    
    
    
    8,928
    
    
    
    88
    
    
    
    191
    
    
    
    9,016
    
    
    
    9,207
    
    
    
    866
    
    
    Feb-99
    
    Jun-07
    
    2  37 yearsPhiladelphia  Plymouth Meeting
    
    PA
    
    (1)
    
    
    3,197
    
    
    
    13,721
    
    
    
    92
    
    
    
    3,197
    
    
    
    13,813
    
    
    
    17,010
    
    
    
    1,158
    
    
    Nov-03
    
    Jun-07
    
    2  41 yearsPittsburgh  Airport
    
    PA
    
    (1)
    
    
    402
    
    
    
    6,288
    
    
    
    57
    
    
    
    402
    
    
    
    6,345
    
    
    
    6,748
    
    
    
    684
    
    
    Apr-98
    
    Jun-07
    
    2  41 yearsPittsburgh  Carnegie
    
    PA
    
    (1)
    
    
    484
    
    
    
    7,324
    
    
    
    169
    
    
    
    484
    
    
    
    7,454
    
    
    
    7,937
    
    
    
    649
    
    
    Jun-97
    
    Jun-07
    
    2  38 yearsPittsburgh  Monroeville
    
    PA
    
    (1)
    
    
    627
    
    
    
    10,527
    
    
    
    187
    
    
    
    627
    
    
    
    10,656
    
    
    
    11,283
    
    
    
    942
    
    
    Sep-99
    
    Jun-07
    
    2  37 yearsPittsburgh  West Mifflin
    
    PA
    
    (1)
    
    
    437
    
    
    
    7,642
    
    
    
    107
    
    
    
    437
    
    
    
    7,722
    
    
    
    8,159
    
    
    
    649
    
    
    Nov-03
    
    Jun-07
    
    2  41 yearsWilkes Barre  Hwy 315
    
    PA
    
    (2)
    
    
    345
    
    
    
    7,962
    
    
    
    252
    
    
    
    357
    
    
    
    8,201
    
    
    
    8,559
    
    
    
    759
    
    
    Apr-07
    
    Jun-07
    
    2  37 yearsProvidence  Airport  Warwick
    
    RI
    
    (1)
    
    
    653
    
    
    
    8,029
    
    
    
    139
    
    
    
    653
    
    
    
    8,168
    
    
    
    8,821
    
    
    
    727
    
    
    Nov-01
    
    Jun-07
    
    2  39 yearsProvidence  Airport  West Warwick
    
    RI
    
    (1)
    
    
    530
    
    
    
    7,961
    
    
    
    51
    
    
    
    530
    
    
    
    8,012
    
    
    
    8,542
    
    
    
    941
    
    
    Oct-01
    
    Jun-07
    
    2  39 yearsProvidence  East Providence
    
    RI
    
    (1)
    
    
    1,252
    
    
    
    13,444
    
    
    
    58
    
    
    
    1,252
    
    
    
    13,502
    
    
    
    14,754
    
    
    
    1,148
    
    
    Dec-02
    
    Jun-07
    
    2  40 yearsCharleston  Airport  North Charleston
    
    SC
    
    (1)
    
    
    876
    
    
    
    8,825
    
    
    
    202
    
    
    
    876
    
    
    
    8,992
    
    
    
    9,868
    
    
    
    1,190
    
    
    Aug-96
    
    Jun-07
    
    2  34 yearsCharleston  Mt. Pleasant
    
    SC
    
    (1)
    
    
    930
    
    
    
    11,302
    
    
    
    52
    
    
    
    930
    
    
    
    11,354
    
    
    
    12,284
    
    
    
    1,104
    
    
    Jan-98
    
    Jun-07
    
    2  39 yearsCharleston  North Charleston
    
    SC
    
    (1)
    
    
    502
    
    
    
    8,574
    
    
    
    76
    
    
    
    502
    
    
    
    8,649
    
    
    
    9,151
    
    
    
    789
    
    
    Sep-96
    
    Jun-07
    
    2  39 yearsColumbia  Ft. Jackson
    
    SC
    
    (1)
    
    
    971
    
    
    
    12,973
    
    
    
    228
    
    
    
    971
    
    
    
    13,165
    
    
    
    14,136
    
    
    
    1,581
    
    
    May-97
    
    Jun-07
    
    2  35 yearsColumbia  Harbison
    
    SC
    
    (1)
    
    
    711
    
    
    
    8,445
    
    
    
    79
    
    
    
    711
    
    
    
    8,524
    
    
    
    9,235
    
    
    
    869
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsColumbia  West
    
    SC
    
    (1)
    
    
    536
    
    
    
    4,491
    
    
    
    99
    
    
    
    536
    
    
    
    4,590
    
    
    
    5,126
    
    
    
    435
    
    
    Dec-95
    
    Jun-07
    
    2  38 yearsColumbia  West
    
    SC
    
    (1)
    
    
    949
    
    
    
    5,890
    
    
    
    157
    
    
    
    949
    
    
    
    6,047
    
    
    
    6,996
    
    
    
    716
    
    
    Apr-96
    
    Jun-07
    
    2  34 yearsGreenville  Airport
    
    SC
    
    (1)
    
    
    1,140
    
    
    
    8,950
    
    
    
    78
    
    
    
    1,140
    
    
    
    9,029
    
    
    
    10,169
    
    
    
    978
    
    
    Dec-96
    
    Jun-07
    
    2  37 yearsGreenville  Haywood Mall
    
    SC
    
    (1)
    
    
    1,095
    
    
    
    5,281
    
    
    
    134
    
    
    
    1,095
    
    
    
    5,415
    
    
    
    6,510
    
    
    
    524
    
    
    Feb-95
    
    Jun-07
    
    2  38 yearsOffice Building  Spartanburg, SC
    
    SC
    
    (1)
    
    
    
    
    
    
    10,667
    
    
    
    196
    
    
    
    
    
    
    
    10,863
    
    
    
    10,863
    
    
    
    1,189
    
    
    Jun-03
    
    Jun-07
    
    2  16 yearsSpartanburg  Asheville Hwy.
    
    SC
    
    (1)
    
    
    729
    
    
    
    5,685
    
    
    
    81
    
    
    
    729
    
    
    
    5,766
    
    
    
    6,495
    
    
    
    894
    
    
    Aug-95
    
    Jun-07
    
    2  33 yearsChattanooga  Airport
    
    TN
    
    (1)
    
    
    504
    
    
    
    3,053
    
    
    
    217
    
    
    
    504
    
    
    
    3,220
    
    
    
    3,724
    
    
    
    664
    
    
    Jul-96
    
    Jun-07
    
    2  34 yearsKnoxville  Cedar Bluff
    
    TN
    
    (1)
    
    
    372
    
    
    
    6,405
    
    
    
    134
    
    
    
    372
    
    
    
    6,505
    
    
    
    6,876
    
    
    
    657
    
    
    May-97
    
    Jun-07
    
    2  35 yearsKnoxville  West Hills
    
    TN
    
    (1)
    
    
    335
    
    
    
    4,547
    
    
    
    83
    
    
    
    335
    
    
    
    4,630
    
    
    
    4,964
    
    
    
    543
    
    
    Sep-90
    
    Jun-07
    
    2  31 yearsMemphis  Apple Tree
    
    TN
    
    (1)
    
    
    594
    
    
    
    2,020
    
    
    
    94
    
    
    
    594
    
    
    
    2,114
    
    
    
    2,709
    
    
    
    296
    
    
    Oct-90
    
    Jun-07
    
    2  31 yearsMemphis  Cordova
    
    TN
    
    (1)
    
    
    443
    
    
    
    2,689
    
    
    
    37
    
    
    
    443
    
    
    
    2,726
    
    
    
    3,169
    
    
    
    286
    
    
    Dec-96
    
    Jun-07
    
    2  39 yearsMemphis  Mt. Moriah
    
    TN
    
    (1)
    
    
    693
    
    
    
    5,999
    
    
    
    102
    
    
    
    693
    
    
    
    6,101
    
    
    
    6,794
    
    
    
    612
    
    
    Jan-99
    
    Jun-07
    
    2  40 yearsMemphis  Poplar Avenue
    
    TN
    
    (1)
    
    
    673
    
    
    
    6,759
    
    
    
    46
    
    
    
    673
    
    
    
    6,805
    
    
    
    7,478
    
    
    
    677
    
    
    Sep-99
    
    Jun-07
    
    2  37 yearsMemphis  Sycamore View
    
    TN
    
    (1)
    
    
    557
    
    
    
    7,817
    
    
    
    209
    
    
    
    557
    
    
    
    7,976
    
    
    
    8,533
    
    
    
    839
    
    
    Jan-97
    
    Jun-07
    
    2  35 yearsMemphis  Wolfchase Galleria
    
    TN
    
    (1)
    
    
    923
    
    
    
    11,285
    
    
    
    62
    
    
    
    923
    
    
    
    11,348
    
    
    
    12,271
    
    
    
    1,181
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsNashville  Airport
    
    TN
    
    (1)
    
    
    1,612
    
    
    
    1,346
    
    
    
    81
    
    
    
    1,612
    
    
    
    1,428
    
    
    
    3,040
    
    
    
    186
    
    
    Sep-93
    
    Jun-07
    
    2  36 yearsNashville  Airport
    
    TN
    
    (1)
    
    
    1,950
    
    
    
    4,380
    
    
    
    127
    
    
    
    1,950
    
    
    
    4,470
    
    
    
    6,420
    
    
    
    493
    
    
    Feb-97
    
    Jun-07
    
    2  35 yearsNashville  Airport  Briley Pkwy.
    
    TN
    
    (1)
    
    
    2,226
    
    
    
    3,251
    
    
    
    93
    
    
    
    2,226
    
    
    
    3,344
    
    
    
    5,570
    
    
    
    406
    
    
    Oct-97
    
    Jun-07
    
    2  35 yearsNashville  Brentwood
    
    TN
    
    (1)
    
    
    490
    
    
    
    2,426
    
    
    
    105
    
    
    
    490
    
    
    
    2,531
    
    
    
    3,022
    
    
    
    291
    
    
    Dec-90
    
    Jun-07
    
    2  33 years
  F-104




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedNashville  Brentwood
    
    TN
    
    (1)
    
    
    1,121
    
    
    
    7,748
    
    
    
    166
    
    
    
    1,121
    
    
    
    7,874
    
    
    
    8,994
    
    
    
    906
    
    
    Sep-96
    
    Jun-07
    
    2  34 yearsNashville  Vanderbilt
    
    TN
    
    (1)
    
    
    1,290
    
    
    
    15,971
    
    
    
    60
    
    
    
    1,290
    
    
    
    16,031
    
    
    
    17,320
    
    
    
    1,355
    
    
    May-02
    
    Jun-07
    
    2  40 yearsAmarillo  West
    
    TX
    
    (1)
    
    
    378
    
    
    
    5,819
    
    
    
    81
    
    
    
    378
    
    
    
    5,900
    
    
    
    6,278
    
    
    
    549
    
    
    Sep-00
    
    Jun-07
    
    2  38 yearsAustin  Arboretum
    
    TX
    
    (1)
    
    
    837
    
    
    
    8,439
    
    
    
    73
    
    
    
    837
    
    
    
    8,512
    
    
    
    9,349
    
    
    
    761
    
    
    Mar-99
    
    Jun-07
    
    2  40 yearsAustin  Arboretum  North
    
    TX
    
    (1)
    
    
    1,152
    
    
    
    9,692
    
    
    
    69
    
    
    
    1,152
    
    
    
    9,761
    
    
    
    10,914
    
    
    
    906
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsAustin  Downtown  6th St.
    
    TX
    
    (1)
    
    
    612
    
    
    
    14,962
    
    
    
    102
    
    
    
    612
    
    
    
    15,063
    
    
    
    15,675
    
    
    
    1,464
    
    
    Nov-00
    
    Jun-07
    
    2  41 yearsAustin  Metro
    
    TX
    
    (1)
    
    
    1,030
    
    
    
    6,054
    
    
    
    58
    
    
    
    1,030
    
    
    
    6,112
    
    
    
    7,142
    
    
    
    731
    
    
    Jan-98
    
    Jun-07
    
    2  41 yearsAustin  North Central
    
    TX
    
    (1)
    
    
    2,162
    
    
    
    6,278
    
    
    
    92
    
    
    
    2,162
    
    
    
    6,370
    
    
    
    8,532
    
    
    
    712
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsAustin  Northwest  Lakeline Mall
    
    TX
    
    (1)
    
    
    788
    
    
    
    7,381
    
    
    
    45
    
    
    
    788
    
    
    
    7,426
    
    
    
    8,214
    
    
    
    662
    
    
    Apr-02
    
    Jun-07
    
    2  40 yearsAustin  Northwest  Research Park
    
    TX
    
    (1)
    
    
    1,235
    
    
    
    11,628
    
    
    
    82
    
    
    
    1,235
    
    
    
    11,710
    
    
    
    12,945
    
    
    
    1,050
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsAustin  Round Rock  North
    
    TX
    
    (1)
    
    
    1,006
    
    
    
    7,779
    
    
    
    69
    
    
    
    1,006
    
    
    
    7,849
    
    
    
    8,855
    
    
    
    725
    
    
    Dec-98
    
    Jun-07
    
    2  39 yearsAustin  Round Rock  South
    
    TX
    
    (1)
    
    
    912
    
    
    
    6,630
    
    
    
    45
    
    
    
    912
    
    
    
    6,674
    
    
    
    7,586
    
    
    
    568
    
    
    Aug-03
    
    Jun-07
    
    2  41 yearsAustin  Southwest
    
    TX
    
    (1)
    
    
    6,343
    
    
    
    8,262
    
    
    
    52
    
    
    
    6,343
    
    
    
    8,315
    
    
    
    14,657
    
    
    
    974
    
    
    Mar-02
    
    Jun-07
    
    2  40 yearsAustin  West
    
    TX
    
    (1)
    
    
    980
    
    
    
    6,088
    
    
    
    115
    
    
    
    980
    
    
    
    6,203
    
    
    
    7,183
    
    
    
    681
    
    
    Aug-98
    
    Jun-07
    
    2  36 yearsCorpus Christi  Staples
    
    TX
    
    (1)
    
    
    305
    
    
    
    7,176
    
    
    
    64
    
    
    
    305
    
    
    
    7,240
    
    
    
    7,545
    
    
    
    689
    
    
    Jul-98
    
    Jun-07
    
    2  41 yearsDallas  Arlington
    
    TX
    
    (1)
    
    
    863
    
    
    
    6,209
    
    
    
    128
    
    
    
    863
    
    
    
    6,338
    
    
    
    7,201
    
    
    
    621
    
    
    Sep-97
    
    Jun-07
    
    2  40 yearsDallas  Bedford
    
    TX
    
    (1)
    
    
    599
    
    
    
    5,116
    
    
    
    61
    
    
    
    599
    
    
    
    5,177
    
    
    
    5,775
    
    
    
    590
    
    
    Dec-98
    
    Jun-07
    
    2  41 yearsDallas  Farmers Branch
    
    TX
    
    (1)
    
    
    1,305
    
    
    
    2,895
    
    
    
    73
    
    
    
    1,305
    
    
    
    2,968
    
    
    
    4,273
    
    
    
    499
    
    
    Oct-98
    
    Jun-07
    
    2  41 yearsDallas  Greenville Avenue
    
    TX
    
    (1)
    
    
    1,453
    
    
    
    5,019
    
    
    
    65
    
    
    
    1,453
    
    
    
    5,084
    
    
    
    6,537
    
    
    
    510
    
    
    Nov-98
    
    Jun-07
    
    2  39 yearsDallas  Irving
    
    TX
    
    (1)
    
    
    1,492
    
    
    
    2,782
    
    
    
    109
    
    
    
    1,492
    
    
    
    2,891
    
    
    
    4,382
    
    
    
    340
    
    
    Jun-98
    
    Jun-07
    
    2  39 yearsDallas  Las Colinas  Green Park Dr.
    
    TX
    
    (1)
    
    
    1,969
    
    
    
    4,489
    
    
    
    147
    
    
    
    1,969
    
    
    
    4,636
    
    
    
    6,605
    
    
    
    501
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsDallas  Las Colinas  Meadow Creek Dr.
    
    TX
    
    (1)
    
    
    2,053
    
    
    
    4,445
    
    
    
    86
    
    
    
    2,053
    
    
    
    4,531
    
    
    
    6,584
    
    
    
    620
    
    
    Jan-98
    
    Jun-07
    
    2  41 yearsDallas  Lewisville
    
    TX
    
    (1)
    
    
    706
    
    
    
    4,677
    
    
    
    172
    
    
    
    706
    
    
    
    4,849
    
    
    
    5,554
    
    
    
    491
    
    
    Dec-98
    
    Jun-07
    
    2  36 yearsDallas  Market Center
    
    TX
    
    (1)
    
    
    1,473
    
    
    
    6,577
    
    
    
    77
    
    
    
    1,473
    
    
    
    6,654
    
    
    
    8,127
    
    
    
    692
    
    
    Sep-97
    
    Jun-07
    
    2  40 yearsDallas  Mesquite
    
    TX
    
    (1)
    
    
    1,637
    
    
    
    2,655
    
    
    
    117
    
    
    
    1,637
    
    
    
    2,772
    
    
    
    4,409
    
    
    
    357
    
    
    Jan-98
    
    Jun-07
    
    2  39 yearsDallas  North  Park Central
    
    TX
    
    (1)
    
    
    1,736
    
    
    
    3,637
    
    
    
    93
    
    
    
    1,736
    
    
    
    3,730
    
    
    
    5,466
    
    
    
    397
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsDallas  Plano
    
    TX
    
    (1)
    
    
    1,317
    
    
    
    9,138
    
    
    
    77
    
    
    
    1,317
    
    
    
    9,215
    
    
    
    10,532
    
    
    
    833
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsDallas  Plano  Plano Parkway
    
    TX
    
    (1)
    
    
    1,208
    
    
    
    5,070
    
    
    
    56
    
    
    
    1,208
    
    
    
    5,126
    
    
    
    6,334
    
    
    
    484
    
    
    Dec-97
    
    Jun-07
    
    2  40 yearsEl Paso  Airport
    
    TX
    
    (1)
    
    
    876
    
    
    
    14,578
    
    
    
    215
    
    
    
    876
    
    
    
    14,747
    
    
    
    15,623
    
    
    
    1,401
    
    
    Jan-97
    
    Jun-07
    
    2  35 yearsEl Paso  West
    
    TX
    
    (1)
    
    
    896
    
    
    
    5,852
    
    
    
    74
    
    
    
    896
    
    
    
    5,926
    
    
    
    6,822
    
    
    
    539
    
    
    Dec-97
    
    Jun-07
    
    2  40 yearsFort Worth  City View
    
    TX
    
    (1)
    
    
    875
    
    
    
    6,739
    
    
    
    73
    
    
    
    875
    
    
    
    6,812
    
    
    
    7,687
    
    
    
    646
    
    
    Jul-98
    
    Jun-07
    
    2  41 yearsFort Worth  City View
    
    TX
    
    (1)
    
    
    872
    
    
    
    9,606
    
    
    
    92
    
    
    
    872
    
    
    
    9,699
    
    
    
    10,571
    
    
    
    927
    
    
    May-98
    
    Jun-07
    
    2  37 yearsFort Worth  Fossil Creek
    
    TX
    
    (1)
    
    
    614
    
    
    
    5,779
    
    
    
    79
    
    
    
    614
    
    
    
    5,858
    
    
    
    6,471
    
    
    
    603
    
    
    Oct-98
    
    Jun-07
    
    2  41 yearsFort Worth  Fossil Creek
    
    TX
    
    (1)
    
    
    669
    
    
    
    4,852
    
    
    
    99
    
    
    
    669
    
    
    
    4,952
    
    
    
    5,620
    
    
    
    519
    
    
    Dec-98
    
    Jun-07
    
    2  39 yearsHouston  Galleria
    
    TX
    
    (1)
    
    
    953
    
    
    
    10,658
    
    
    
    96
    
    
    
    953
    
    
    
    10,754
    
    
    
    11,707
    
    
    
    955
    
    
    Mar-99
    
    Jun-07
    
    2  40 yearsHouston  Greenspoint
    
    TX
    
    (1)
    
    
    1,288
    
    
    
    3,408
    
    
    
    85
    
    
    
    1,288
    
    
    
    3,493
    
    
    
    4,781
    
    
    
    345
    
    
    Jul-98
    
    Jun-07
    
    2  41 yearsHouston  Greenway Plaza
    
    TX
    
    (1)
    
    
    1,009
    
    
    
    10,025
    
    
    
    108
    
    
    
    1,009
    
    
    
    10,133
    
    
    
    11,142
    
    
    
    990
    
    
    Sep-98
    
    Jun-07
    
    2  36 yearsHouston  Katy Freeway
    
    TX
    
    (1)
    
    
    1,141
    
    
    
    5,761
    
    
    
    112
    
    
    
    1,141
    
    
    
    5,873
    
    
    
    7,013
    
    
    
    572
    
    
    Apr-99
    
    Jun-07
    
    2  37 yearsHouston  Med. Ctr.  Reliant Pk.  Braeswood Blvd.
    
    TX
    
    (1)
    
    
    1,394
    
    
    
    15,130
    
    
    
    81
    
    
    
    1,394
    
    
    
    15,211
    
    
    
    16,606
    
    
    
    1,332
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsHouston  Med. Ctr.  Reliant Pk.  La Concha Ln.
    
    TX
    
    (1)
    
    
    1,080
    
    
    
    7,663
    
    
    
    78
    
    
    
    1,080
    
    
    
    7,741
    
    
    
    8,821
    
    
    
    744
    
    
    Dec-97
    
    Jun-07
    
    2  40 yearsHouston  NASA
    
    TX
    
    (1)
    
    
    1,663
    
    
    
    9,209
    
    
    
    61
    
    
    
    1,663
    
    
    
    9,270
    
    
    
    10,933
    
    
    
    850
    
    
    Sep-98
    
    Jun-07
    
    2  39 yearsHouston  NASA  Bay Area Blvd.
    
    TX
    
    (1)
    
    
    1,181
    
    
    
    10,971
    
    
    
    145
    
    
    
    1,181
    
    
    
    11,117
    
    
    
    12,298
    
    
    
    932
    
    
    Oct-04
    
    Jun-07
    
    2  43 yearsHouston  Northwest
    
    TX
    
    (1)
    
    
    1,273
    
    
    
    6,242
    
    
    
    71
    
    
    
    1,273
    
    
    
    6,313
    
    
    
    7,585
    
    
    
    611
    
    
    Sep-97
    
    Jun-07
    
    2  40 yearsHouston  Northwest
    
    TX
    
    (1)
    
    
    1,237
    
    
    
    4,355
    
    
    
    90
    
    
    
    1,237
    
    
    
    4,446
    
    
    
    5,683
    
    
    
    490
    
    
    Jun-98
    
    Jun-07
    
    2  39 yearsHouston  Stafford
    
    TX
    
    (1)
    
    
    1,571
    
    
    
    4,141
    
    
    
    95
    
    
    
    1,571
    
    
    
    4,236
    
    
    
    5,807
    
    
    
    397
    
    
    Oct-04
    
    Jun-07
    
    2  43 years
  F-105




---



##### Table of Contents



Cost CapitalizedSubsequent toInitial Cost to Company
    
    
    Acquisition
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    Life on WhichBuildings,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedHouston  The Woodlands
    
    TX
    
    (1)
    
    
    731
    
    
    
    9,033
    
    
    
    105
    
    
    
    731
    
    
    
    9,137
    
    
    
    9,868
    
    
    
    836
    
    
    Jun-98
    
    Jun-07
    
    2  39 yearsHouston  West Oaks
    
    TX
    
    (1)
    
    
    1,384
    
    
    
    4,920
    
    
    
    61
    
    
    
    1,384
    
    
    
    4,981
    
    
    
    6,365
    
    
    
    533
    
    
    May-98
    
    Jun-07
    
    2  39 yearsHouston  Westchase
    
    TX
    
    (1)
    
    
    908
    
    
    
    9,114
    
    
    
    68
    
    
    
    908
    
    
    
    9,182
    
    
    
    10,090
    
    
    
    797
    
    
    Dec-97
    
    Jun-07
    
    2  40 yearsHouston  Westchase
    
    TX
    
    (1)
    
    
    1,136
    
    
    
    6,384
    
    
    
    80
    
    
    
    1,136
    
    
    
    6,463
    
    
    
    7,599
    
    
    
    579
    
    
    Dec-98
    
    Jun-07
    
    2  41 yearsHouston  Willowbrook
    
    TX
    
    (1)
    
    
    1,202
    
    
    
    6,492
    
    
    
    83
    
    
    
    1,202
    
    
    
    6,576
    
    
    
    7,777
    
    
    
    610
    
    
    Dec-98
    
    Jun-07
    
    2  41 yearsLaredo  Del Mar
    
    TX
    
    (1)
    
    
    1,199
    
    
    
    10,424
    
    
    
    58
    
    
    
    1,199
    
    
    
    10,482
    
    
    
    11,681
    
    
    
    927
    
    
    Aug-01
    
    Jun-07
    
    2  39 yearsLubbock  Southwest
    
    TX
    
    (1)
    
    
    482
    
    
    
    7,115
    
    
    
    59
    
    
    
    482
    
    
    
    7,174
    
    
    
    7,657
    
    
    
    860
    
    
    Apr-02
    
    Jun-07
    
    2  43 yearsSan Antonio  Colonnade
    
    TX
    
    (1)
    
    
    1,626
    
    
    
    9,325
    
    
    
    124
    
    
    
    1,626
    
    
    
    9,449
    
    
    
    11,076
    
    
    
    857
    
    
    Feb-98
    
    Jun-07
    
    2  41 yearsWaco  Woodway
    
    TX
    
    (1)
    
    
    396
    
    
    
    9,137
    
    
    
    34
    
    
    
    396
    
    
    
    9,170
    
    
    
    9,567
    
    
    
    969
    
    
    Oct-01
    
    Jun-07
    
    2  39 yearsSalt Lake City  Sandy
    
    UT
    
    (1)
    
    
    1,061
    
    
    
    10,102
    
    
    
    66
    
    
    
    1,061
    
    
    
    10,167
    
    
    
    11,229
    
    
    
    913
    
    
    Jan-98
    
    Jun-07
    
    2  39 yearsSalt Lake City  Union Park
    
    UT
    
    (1)
    
    
    1,323
    
    
    
    9,167
    
    
    
    183
    
    
    
    1,323
    
    
    
    9,350
    
    
    
    10,673
    
    
    
    920
    
    
    Sep-97
    
    Jun-07
    
    2  35 yearsSalt Lake City  West Valley Center
    
    UT
    
    (1)
    
    
    1,351
    
    
    
    11,081
    
    
    
    98
    
    
    
    1,351
    
    
    
    11,179
    
    
    
    12,531
    
    
    
    1,257
    
    
    Aug-97
    
    Jun-07
    
    2  38 yearsChesapeake  Churchland Blvd.
    
    VA
    
    (1)
    
    
    572
    
    
    
    8,112
    
    
    
    52
    
    
    
    577
    
    
    
    8,158
    
    
    
    8,735
    
    
    
    808
    
    
    Jun-06
    
    Jun-07
    
    2  43 yearsChesapeake  Crossways Blvd.
    
    VA
    
    (1)
    
    
    1,063
    
    
    
    14,361
    
    
    
    348
    
    
    
    1,063
    
    
    
    14,668
    
    
    
    15,731
    
    
    
    1,631
    
    
    Aug-96
    
    Jun-07
    
    2  34 yearsChesapeake  Greenbrier Circle
    
    VA
    
    (1)
    
    
    410
    
    
    
    13,119
    
    
    
    29
    
    
    
    414
    
    
    
    13,143
    
    
    
    13,557
    
    
    
    1,290
    
    
    Jun-06
    
    Jun-07
    
    2  43 yearsHampton  Coliseum
    
    VA
    
    (1)
    
    
    3,394
    
    
    
    5,158
    
    
    
    103
    
    
    
    3,394
    
    
    
    5,261
    
    
    
    8,656
    
    
    
    589
    
    
    Jun-03
    
    Jun-07
    
    2  41 yearsLynchburg  University Blvd.
    
    VA
    
    (1)
    
    
    962
    
    
    
    9,937
    
    
    
    113
    
    
    
    962
    
    
    
    10,049
    
    
    
    11,011
    
    
    
    973
    
    
    Aug-03
    
    Jun-07
    
    2  41 yearsNewport News  I-64  Jefferson Avenue
    
    VA
    
    (1)
    
    
    869
    
    
    
    5,903
    
    
    
    55
    
    
    
    869
    
    
    
    5,958
    
    
    
    6,827
    
    
    
    554
    
    
    Jul-97
    
    Jun-07
    
    2  40 yearsNewport News  Oyster Point
    
    VA
    
    (1)
    
    
    892
    
    
    
    5,571
    
    
    
    187
    
    
    
    892
    
    
    
    5,708
    
    
    
    6,600
    
    
    
    689
    
    
    Dec-96
    
    Jun-07
    
    2  34 yearsRichmond  I-64  West Broad Street
    
    VA
    
    (1)
    
    
    209
    
    
    
    9,543
    
    
    
    168
    
    
    
    209
    
    
    
    9,683
    
    
    
    9,891
    
    
    
    1,066
    
    
    Dec-97
    
    Jun-07
    
    2  35 yearsRichmond  I-64  West Broad Street
    
    VA
    
    (1)
    
    
    630
    
    
    
    10,090
    
    
    
    47
    
    
    
    630
    
    
    
    10,137
    
    
    
    10,767
    
    
    
    888
    
    
    Apr-99
    
    Jun-07
    
    2  42 yearsRichmond  Innsbrook
    
    VA
    
    (1)
    
    
    878
    
    
    
    5,963
    
    
    
    75
    
    
    
    878
    
    
    
    6,038
    
    
    
    6,915
    
    
    
    561
    
    
    Jul-97
    
    Jun-07
    
    2  40 yearsRoanoke  Airport
    
    VA
    
    (1)
    
    
    191
    
    
    
    5,174
    
    
    
    34
    
    
    
    191
    
    
    
    5,208
    
    
    
    5,400
    
    
    
    531
    
    
    Feb-98
    
    Jun-07
    
    2  41 yearsVirginia Beach  Independence Blvd.
    
    VA
    
    (1)
    
    
    2,386
    
    
    
    12,036
    
    
    
    95
    
    
    
    2,386
    
    
    
    12,131
    
    
    
    14,517
    
    
    
    1,335
    
    
    Sep-96
    
    Jun-07
    
    2  34 yearsWashington, D.C.  Alexandria
    
    VA
    
    (1)
    
    
    3,621
    
    
    
    19,247
    
    
    
    52
    
    
    
    3,621
    
    
    
    19,299
    
    
    
    22,920
    
    
    
    1,921
    
    
    Jan-99
    
    Jun-07
    
    2  40 yearsWashington, D.C.  Centreville  Manassas
    
    VA
    
    (1)
    
    
    3,655
    
    
    
    8,839
    
    
    
    38
    
    
    
    3,655
    
    
    
    8,877
    
    
    
    12,532
    
    
    
    884
    
    
    Jan-04
    
    Jun-07
    
    2  42 yearsWashington, D.C.  Chantilly
    
    VA
    
    (1)
    
    
    2,293
    
    
    
    15,941
    
    
    
    44
    
    
    
    2,293
    
    
    
    15,985
    
    
    
    18,278
    
    
    
    1,485
    
    
    Mar-00
    
    Jun-07
    
    2  38 yearsWashington, D.C.  Chantilly
    
    VA
    
    (1)
    
    
    3,734
    
    
    
    9,821
    
    
    
    58
    
    
    
    3,734
    
    
    
    9,879
    
    
    
    13,612
    
    
    
    811
    
    
    Feb-98
    
    Jun-07
    
    2  41 yearsWashington, D.C.  Fairfax
    
    VA
    
    (1)
    
    
    2,297
    
    
    
    13,632
    
    
    
    288
    
    
    
    2,297
    
    
    
    13,895
    
    
    
    16,192
    
    
    
    1,309
    
    
    Mar-00
    
    Jun-07
    
    2  38 yearsWashington, D.C.  Fairfax
    
    VA
    
    (1)
    
    
    4,220
    
    
    
    11,333
    
    
    
    78
    
    
    
    4,220
    
    
    
    11,411
    
    
    
    15,632
    
    
    
    925
    
    
    Jun-99
    
    Jun-07
    
    2  42 yearsWashington, D.C.  Herndon
    
    VA
    
    (1)
    
    
    2,376
    
    
    
    13,262
    
    
    
    39
    
    
    
    2,376
    
    
    
    13,301
    
    
    
    15,677
    
    
    
    1,303
    
    
    Jan-05
    
    Jun-07
    
    2  43 yearsWashington, D.C.  Springfield
    
    VA
    
    (1)
    
    
    2,964
    
    
    
    23,917
    
    
    
    36
    
    
    
    2,964
    
    
    
    23,953
    
    
    
    26,917
    
    
    
    1,893
    
    
    Jan-04
    
    Jun-07
    
    2  42 yearsWashington, D.C.  Sterling
    
    VA
    
    (1)
    
    
    2,470
    
    
    
    13,128
    
    
    
    46
    
    
    
    2,470
    
    
    
    13,174
    
    
    
    15,643
    
    
    
    1,153
    
    
    Jul-98
    
    Jun-07
    
    2  39 yearsOlympia  Tumwater
    
    WA
    
    (1)
    
    
    2,728
    
    
    
    9,183
    
    
    
    96
    
    
    
    2,728
    
    
    
    9,261
    
    
    
    11,989
    
    
    
    812
    
    
    Jan-01
    
    Jun-07
    
    2  39 yearsPortland  Vancouver
    
    WA
    
    (1)
    
    
    1,184
    
    
    
    8,960
    
    
    
    102
    
    
    
    1,184
    
    
    
    9,044
    
    
    
    10,228
    
    
    
    816
    
    
    Sep-97
    
    Jun-07
    
    2  38 yearsSeattle  Bellevue
    
    WA
    
    (1)
    
    
    4,813
    
    
    
    19,697
    
    
    
    532
    
    
    
    4,813
    
    
    
    20,112
    
    
    
    24,925
    
    
    
    1,781
    
    
    Jan-98
    
    Jun-07
    
    2  36 yearsSeattle  Bothell
    
    WA
    
    (1)
    
    
    1,665
    
    
    
    13,440
    
    
    
    113
    
    
    
    1,665
    
    
    
    13,527
    
    
    
    15,192
    
    
    
    1,155
    
    
    May-01
    
    Jun-07
    
    2  39 yearsSeattle  Bothell
    
    WA
    
    (1)
    
    
    2,048
    
    
    
    16,976
    
    
    
    26
    
    
    
    2,048
    
    
    
    17,002
    
    
    
    19,050
    
    
    
    1,378
    
    
    Dec-98
    
    Jun-07
    
    2  41 yearsSeattle  Everett
    
    WA
    
    (1)
    
    
    1,233
    
    
    
    10,514
    
    
    
    99
    
    
    
    1,233
    
    
    
    10,603
    
    
    
    11,836
    
    
    
    948
    
    
    Apr-97
    
    Jun-07
    
    2  38 yearsSeattle  Everett
    
    WA
    
    (1)
    
    
    2,294
    
    
    
    10,185
    
    
    
    34
    
    
    
    2,294
    
    
    
    10,219
    
    
    
    12,513
    
    
    
    901
    
    
    May-99
    
    Jun-07
    
    2  42 yearsSeattle  Federal Way
    
    WA
    
    (1)
    
    
    1,333
    
    
    
    6,909
    
    
    
    81
    
    
    
    1,333
    
    
    
    6,974
    
    
    
    8,307
    
    
    
    643
    
    
    Aug-99
    
    Jun-07
    
    2  37 yearsSeattle  Kent
    
    WA
    
    (1)
    
    
    1,777
    
    
    
    8,140
    
    
    
    40
    
    
    
    1,777
    
    
    
    8,180
    
    
    
    9,957
    
    
    
    758
    
    
    Sep-98
    
    Jun-07
    
    2  39 yearsSeattle  Kent  Des Moines
    
    WA
    
    (1)
    
    
    1,777
    
    
    
    4,690
    
    
    
    68
    
    
    
    1,777
    
    
    
    4,758
    
    
    
    6,535
    
    
    
    490
    
    
    Sep-98
    
    Jun-07
    
    2  39 yearsSeattle  Lynnwood
    
    WA
    
    (1)
    
    
    2,097
    
    
    
    10,659
    
    
    
    52
    
    
    
    2,097
    
    
    
    10,711
    
    
    
    12,808
    
    
    
    975
    
    
    Feb-98
    
    Jun-07
    
    2  39 yearsSeattle  Mukilteo
    
    WA
    
    (1)
    
    
    1,560
    
    
    
    12,176
    
    
    
    130
    
    
    
    1,560
    
    
    
    12,274
    
    
    
    13,835
    
    
    
    1,026
    
    
    Mar-02
    
    Jun-07
    
    2  40 years
  F-106




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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,
    
    
    
    
    
    
    
    
    
    Buildings,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation inImprovements and
    
    
    Improvements and
    
    
    
    
    
    
    Improvements and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Latest IncomeRelated Personal
    
    
    Related Personal
    
    
    
    
    
    
    Related Personal
    
    
    
    
    
    
    Accumulated
    
    
    Date of
    
    
    
    Statement isProperty/City
    
    State/Province
    
    Encumbrances
    
    Land
    
    
    Property
    
    
    Property
    
    
    Land
    
    
    Property
    
    
    Total
    
    
    Depreciation
    
    
    Construction
    
    Date Acquired
    
    ComputedSeattle  Northgate
    
    WA
    
    (1)
    
    
    1,688
    
    
    
    11,972
    
    
    
    73
    
    
    
    1,688
    
    
    
    12,026
    
    
    
    13,715
    
    
    
    1,020
    
    
    Dec-02
    
    Jun-07
    
    2  40 yearsSeattle  Renton
    
    WA
    
    (1)
    
    
    2,888
    
    
    
    10,434
    
    
    
    141
    
    
    
    2,888
    
    
    
    10,575
    
    
    
    13,463
    
    
    
    943
    
    
    Jun-98
    
    Jun-07
    
    2  41 yearsSeattle  Tukwila
    
    WA
    
    (1)
    
    
    1,481
    
    
    
    6,773
    
    
    
    191
    
    
    
    1,481
    
    
    
    6,924
    
    
    
    8,405
    
    
    
    658
    
    
    Jan-97
    
    Jun-07
    
    2  35 yearsSpokane  Valley
    
    WA
    
    (1)
    
    
    566
    
    
    
    4,705
    
    
    
    57
    
    
    
    566
    
    
    
    4,763
    
    
    
    5,328
    
    
    
    478
    
    
    May-98
    
    Jun-07
    
    2  39 yearsTacoma  Fife
    
    WA
    
    (1)
    
    
    1,333
    
    
    
    8,299
    
    
    
    69
    
    
    
    1,333
    
    
    
    8,353
    
    
    
    9,686
    
    
    
    746
    
    
    Oct-97
    
    Jun-07
    
    2  38 yearsTacoma  Hosmer
    
    WA
    
    (1)
    
    
    1,273
    
    
    
    6,311
    
    
    
    106
    
    
    
    1,273
    
    
    
    6,417
    
    
    
    7,690
    
    
    
    591
    
    
    Jan-99
    
    Jun-07
    
    2  40 yearsTacoma  Puyallup
    
    WA
    
    (1)
    
    
    1,742
    
    
    
    6,563
    
    
    
    100
    
    
    
    1,742
    
    
    
    6,663
    
    
    
    8,405
    
    
    
    643
    
    
    Nov-98
    
    Jun-07
    
    2  39 yearsTacoma  South
    
    WA
    
    (1)
    
    
    1,541
    
    
    
    9,865
    
    
    
    50
    
    
    
    1,541
    
    
    
    9,915
    
    
    
    11,456
    
    
    
    895
    
    
    May-98
    
    Jun-07
    
    2  39 yearsAppleton  Fox Cities
    
    WI
    
    (1)
    
    
    316
    
    
    
    5,798
    
    
    
    56
    
    
    
    316
    
    
    
    5,854
    
    
    
    6,171
    
    
    
    547
    
    
    Jun-97
    
    Jun-07
    
    2  38 yearsMadison  West
    
    WI
    
    (1)
    
    
    858
    
    
    
    7,906
    
    
    
    56
    
    
    
    858
    
    
    
    7,962
    
    
    
    8,820
    
    
    
    737
    
    
    Sep-98
    
    Jun-07
    
    2  39 yearsMadison  West
    
    WI
    
    (1)
    
    
    872
    
    
    
    5,730
    
    
    
    70
    
    
    
    872
    
    
    
    5,799
    
    
    
    6,671
    
    
    
    548
    
    
    Sep-98
    
    Jun-07
    
    2  41 yearsMilwaukee  Waukesha
    
    WI
    
    (1)
    
    
    463
    
    
    
    10,246
    
    
    
    211
    
    
    
    463
    
    
    
    10,457
    
    
    
    10,920
    
    
    
    974
    
    
    Aug-97
    
    Jun-07
    
    2  38 yearsMilwaukee  Wauwatosa
    
    WI
    
    (1)
    
    
    1,339
    
    
    
    12,793
    
    
    
    92
    
    
    
    1,339
    
    
    
    12,885
    
    
    
    14,223
    
    
    
    1,174
    
    
    Jun-97
    
    Jun-07
    
    2  38 years$
    989,908
    
    
    $
    4,835,796
    
    
    $
    71,250
    
    
    $
    986,314
    
    
    $
    4,884,151
    
    
    $
    5,870,465
    
    
    $
    466,879
 (1)

    - Real estate pledged as collateral on the $7.4 billion mortgage and mezzanine debt of BHAC.(2)
    - Real estate pledged as collateral on the $8.5 million mortgage payable with Bank of America.  Historical
    
    
    AccumulatedCost
    
    
    DepreciationBalance at June 11, 2007
    
    $
    5,825,704
    
    
    $
    Additions
    
    
    71,250
    
    
    
    Disposals
    
    
    (7,659
    )
    
    
    (6,229
    )Impairment (3)
    
    
    (18,830
    )
    
    
    (2,646
    )Deprecation expense
    
    
    
    
    
    
    475,754Balance at December 31, 2008
    
    $
    5,870,465
    
    
    $
    466,879
 (3)

    - Impairment recorded as a result of FAS 144 analysis. See Note 3 of BHAC financial
statements.  F-107




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Desciption10.63
    
    
    Fourth Amendment to Purchase and Sale Agreement dated as of
October 15, 2008 between 180 N. LaSalle II, L.L.C and YPI 180
N. LaSalle Owner, LLC.10.64
    
    
    First Amendment to Loan Agreement dated as of October 31, 2008
between PGRT ESH, Inc., Lightstone Holdings, LLC, David
Lichtenstein and Citicorp USA, Inc.10.65
    
    
    First Amendment to Amended and Restated Guaranty dated as of
October 31, 2008 between David Lichtenstein and Citicorp USA,
Inc.10.66
    
    
    Fifth Amendment to Purchase and Sale Agreement dated as of
November 20, 2008 between 180 N. LaSalle II, L.L.C and YPI 180
N. LaSalle Owner, LLC.10.67
    
    
    Sixth Amendment to Purchase and Sale Agreement dated as of
December 9, 2008 between 180 N. LaSalle II, L.L.C and YPI 180
N. LaSalle Owner, LLC.10.68
    
    
    Second Amendment to Loan Agreement dated December 31, 2008
among PGRT ESH, Inc., Lightstone Holdings LLC, David
Lichtenstein and Citicorp USA, Inc.10.69
    *
    
    Amendment to the Amended and Restated Employment Agreement
dated as of December 31, 2008 by and between Prime Group
Realty Trust, Prime Group Realty, L.P. and Jeffrey A.
Patterson.10.70
    *
    

First Amendment Employment Agreement
dated as of December 31, 2008 by and between Prime Group
Realty Trust, Prime Group Realty, L.P. and James F. Hoffman.10.71
    *
    
    Equity Purchase Agreement dated as of December 31, 2008, by
and between Jeffrey A. Patterson, and Prime Office Company
LLC.10.72
    
    
    Letter Agreement dated December 31, 2008 among PGRT ESH, Inc.,
Lightstone Holdings LLC, David Lichtenstein and Citicorp USA,
Inc.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.
 
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    Management contracts or compensatory plan or arrangement required to be filed as an exhibit
to this Report on Form 10-K pursuant to Item 15(b) of the Report on Form 10-K.