##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---

FORM 10-Q

|           |  |                                                                                                                                                  |  | 
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|(Mark One) |  |                                                                                                                                                 
|x          |  | QUARTERLY REPORT PURSUANT TO SECTION 13
	OR 15(d)
	OF THE SECURITIES EXCHANGE ACT of 1934
	For the quarterly period ended September 30, 2001
	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: 1-13625



---

EOP OPERATING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its
charter)


|                                                                                                   |  |                                      
|-------------------------------------------------------------------------------------------------- |  | -------------------------------------
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|DELAWARE                                                                                           |  | 36-4156801                           
|(State or other jurisdiction of
	incorporation or organization)                                    |  | (I.R.S. Employer
	Identification No.)
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Two North Riverside Plaza,
	Suite 2100, Chicago, Illinois(Address of principal executive
	offices) |  | 60606(Zip Code)                      

(312) 466-3300

(Registrants telephone number, including
area code)




---

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days. Yes 
þ  No 
o

APPLICABLE ONLY TO CORPORATE ISSUERS:

On October 31, 2001, 470,882,029 of the
registrants Units were outstanding.



---






---

TABLE OF CONTENTS



|                                                   |                                                                                                |  |  |  |  |  |  | 
|-------------------------------------------------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                     
|                                                   | ITEM 1. Financial Statements.                                                                 
|                                                   | ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|                                                   | ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.                           
|PART II. OTHER INFORMATION                        
|                                                   | ITEM 5. Other Information.                                                                    
|                                                   | ITEM 6. Exhibits and Reports on Form 8-K.                                                     
|SIGNATURES                                        
|EXHIBIT INDEX                                     
|Statement of Computation of Earnings to Fixed Chrg



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##### Table of Contents








PART I.


FINANCIAL INFORMATION






ITEM 1.  Financial
Statements.


EOP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |            |            |            | 
|------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------------ | ---------- | ---------- | - | ---------- | ---------- | ---------- | 
|                                                                          |                                                                                                            | September 30,                                                                                                                                                              |                                                                                | December 31,
|(Dollars in thousands, except per unit amounts)                           |                                                                                                            | 2001                                                                                                                                                                       |                                                                                | 2000        
|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |             
|                                                                          |                                                                                                            | (Unaudited)                                                                                                                                                                |                                                                                |             
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Assets:                                                                   |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Investment in real estate                                                                                  |                                                                                                                                                                            | $                                                                              | 24,168,844   |            |            | $ | 17,460,534 |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Developments in process                                                                                    |                                                                                                                                                                            |                                                                                | 352,435      |            |            |   | 70,422     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Land available for development                                                                             |                                                                                                                                                                            |                                                                                | 291,278      |            |            |   | 88,424     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Accumulated depreciation                                                                                   |                                                                                                                                                                            |                                                                                | (1,358,494   | )          |            |   | (978,055   | )         
|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                            | Investment in real estate, net of accumulated
	depreciation                                                                                                                |                                                                                |              | 23,454,063 |            |   |            | 16,641,325 |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Cash and cash equivalents                                                                                  |                                                                                                                                                                            |                                                                                | 377,550      |            |            |   | 53,256     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Tenant and other receivables (net of allowance
	for doubtful accounts of $3,131, and $1,873, respectively) |                                                                                                                                                                            |                                                                                | 112,902      |            |            |   | 101,784    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred rent receivable                                                                                   |                                                                                                                                                                            |                                                                                | 255,482      |            |            |   | 207,088    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Escrow deposits and restricted cash                                                                        |                                                                                                                                                                            |                                                                                | 62,996       |            |            |   | 39,832     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Investment in unconsolidated joint ventures                                                                |                                                                                                                                                                            |                                                                                | 1,319,388    |            |            |   | 1,164,613  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred financing costs (net of accumulated
	amortization of $32,462, and $21,756, respectively)          |                                                                                                                                                                            |                                                                                | 81,630       |            |            |   | 81,854     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred leasing costs (net of accumulated
	amortization of $71,044, and $39,906, respectively)            |                                                                                                                                                                            |                                                                                | 174,326      |            |            |   | 151,178    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Prepaid expenses and other assets (net of
	discounts of $77,246, and $78,871, respectively)                |                                                                                                                                                                            |                                                                                | 432,009      |            |            |   | 353,323    |           
|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                            |                                                                                                                                                                            | Total Assets                                                                   |              | $          | 26,270,346 |   |            | $          | 18,794,253 | 
|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|Liabilities, Minority Interests, Redeemable
	Units and Partners Capital: |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Mortgage debt (including a net discount of
	$(16,065), and $(17,825), respectively)                        |                                                                                                                                                                            | $                                                                              | 2,884,888    |            |            | $ | 2,915,801  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Unsecured notes (including a net
	premium/(discount) of $30,753 and $(3,807), respectively)                |                                                                                                                                                                            |                                                                                | 9,207,253    |            |            |   | 5,836,193  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Line of credit                                                                                             |                                                                                                                                                                            |                                                                                |             |            |            |   | 51,000     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Accounts payable and accrued expenses                                                                      |                                                                                                                                                                            |                                                                                | 568,383      |            |            |   | 497,811    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Distribution payable                                                                                       |                                                                                                                                                                            |                                                                                | 245,040      |            |            |   | 3,681      |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Other liabilities                                                                                          |                                                                                                                                                                            |                                                                                | 254,011      |            |            |   | 200,176    |           
|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                            |                                                                                                                                                                            | Total Liabilities                                                              |              |            | 13,159,575 |   |            |            | 9,504,662  | 
|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          | Commitments and contingencies                                                                              |                                                                                                                                                                            |                                                                                |             |            |            |   |           |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Minority Interest- partially owned properties                                                              |                                                                                                                                                                            |                                                                                | 178,998      |            |            |   | 197,161    |           
|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          | Redeemable units (0, and 43,778,735 issued and
	outstanding, respectively)                                 |                                                                                                                                                                            |                                                                                |             |            |            |   | 1,426,359  |           
|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          | Preferred Units, 100,000,000 authorized:                                                                   |                                                                                                                                                                            |                                                                                |              |            |            |   |            |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                                                                                            | 8.98% Series A Cumulative Redeemable
	Preferred Units, liquidation preference $25.00 per unit,
	7,994,000 issued and outstanding                                           |                                                                                |              | 199,850    |            |   |            | 199,850    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                                                                                            | 5.25% Series B Convertible, Cumulative
	Redeemable Preferred Units, liquidation preference
	$50.00 per unit, 5,990,000 and 6,000,000 issued and
	outstanding, respectively |                                                                                |              | 299,500    |            |   |            | 300,000    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                                                                                            | 8.625% Series C Cumulative Redeemable
	Preferred Units, liquidation preference $25.00 per unit,
	4,562,900 issued and outstanding                                          |                                                                                |              | 114,073    |            |   |            | 114,073    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                                                                                            | 9.45% Series D Cumulative Redeemable
	Preferred Units, liquidation preference $25.00 per unit,
	4,250,000 and 0 issued and outstanding, respectively                       |                                                                                |              | 106,250    |            |   |            |           |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                                                                                            | 7.875% Series E Cumulative Redeemable
	Preferred Units, liquidation preference $25.00 per unit,
	6,000,000 and 0 issued and outstanding, respectively                      |                                                                                |              | 150,000    |            |   |            |           |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                                                                                            | 8.0% Series F Cumulative Redeemable
	Preferred Units, liquidation preference $25.00 per unit,
	4,000,000 and 0 issued and outstanding, respectively                        |                                                                                |              | 100,000    |            |   |            |           |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | General Partners Capital                                                                                   |                                                                                                                                                                            |                                                                                | 93,987       |            |            |   | 70,490     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Limited Partners Capital                                                                                   |                                                                                                                                                                            |                                                                                | 11,892,902   |            |            |   | 7,024,784  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred compensation                                                                                      |                                                                                                                                                                            |                                                                                | (23,521      | )          |            |   | (14,871    | )         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Accumulated other comprehensive loss                                                                       |                                                                                                                                                                            |                                                                                | (1,268       | )          |            |   | (28,255    | )         
|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                            |                                                                                                                                                                            | Total Partners Capital                                                        |              |            | 12,931,773 |   |            |            | 7,666,071  | 
|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                            |                                                                                                                                                                            | Total Liabilities, Minority Interests, Redeemable
	Units and Partners Capital |              | $          | 26,270,346 |   |            | $          | 18,794,253 | 
|                                                                          |                                                                                                            |                                                                                                                                                                            |                                                                                |              |            |            |   |           

See accompanying notes.

2



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF
OPERATIONS

(Unaudited)


|                                                                                                                                                      |                            |                                          |                |         |         |         |             |         |         |         | 
|----------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ---------------------------------------- | -------------- | ------- | ------- | ------- | ----------- | ------- | ------- | ------- | 
|                                                                                                                                                      |                            |                                         
|                                                                                                                                                      |                            | For the three months ended              
|                                                                                                                                                      |                            | September 30,                           
|                                                                                                                                                      |                            |                                         
|(Dollars in thousands, except per unit amounts)                                                                                                       |                            | 2001                                     |                | 2000   
|                                                                                                                                                      |                            |                                          |                |        
|Revenues:                                                                                                                                             |                            |                                          |                |         |         |         |             |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Rental                     |                                          | $              | 703,691 |         |         | $           | 493,580 |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Tenant reimbursements      |                                          |                | 125,361 |         |         |             | 94,308  |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Parking                    |                                          |                | 33,549  |         |         |             | 29,857  |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Other                      |                                          |                | 14,902  |         |         |             | 11,442  |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Fee income                 |                                          |                | 3,768   |         |         |             | 2,699   |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Interest/ dividends        |                                          |                | 12,384  |         |         |             | 9,415   |        
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        
|                                                                                                                                                      |                            |                                          | Total revenues |         |         | 893,655 |             |         |         | 641,301 | 
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        
|Expenses:                                                                                                                                             |                            |                                          |                |         |         |         |             |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Interest:                  |                                          |                |         |         |         |             |         |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      |                            | Expense incurred                         |                |         | 206,042 |         |             |         | 156,433 |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      |                            | Amortization of deferred financing costs |                |         | 2,761   |         |             |         | 2,280   |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Depreciation               |                                          |                | 145,858 |         |         |             | 111,527 |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Amortization               |                                          |                | 9,946   |         |         |             | 5,931   |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Real estate taxes          |                                          |                | 94,194  |         |         |             | 76,551  |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Insurance                  |                                          |                | 6,387   |         |         |             | 2,992   |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Repairs and maintenance    |                                          |                | 82,789  |         |         |             | 65,392  |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Property operating         |                                          |                | 93,157  |         |         |             | 73,104  |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Ground rent                |                                          |                | 5,111   |         |         |             | 2,926   |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | General and administrative |                                          |                | 31,614  |         |         |             | 24,714  |        
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        
|                                                                                                                                                      |                            |                                          | Total expenses |         |         | 677,859 |             |         |         | 521,850 | 
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures and net
	gain/(loss) on sales of real estate |                            |                                          | 215,796        |         |         |         | 119,451     |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|Minority Interests  partially owned
	properties                                                                                                      |                            |                                          | (2,006         | )       |         |         | (1,658      | )      
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|Income from investment in unconsolidated joint
	ventures                                                                                              |                            |                                          | 16,434         |         |         |         | 16,862      |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|Net gain/(loss) on sales of real estate                                                                                                               |                            |                                          | 14,854         |         |         |         | (4,271      | )      
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        
|Net income                                                                                                                                            |                            |                                          | 245,078        |         |         |         | 130,384     |        
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|Put option settlement                                                                                                                                 |                            |                                          | 2,655          |         |         |         | (515        | )      
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|Preferred distributions                                                                                                                               |                            |                                          | (18,250        | )       |         |         | (10,884     | )      
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        
|Net income available for Units                                                                                                                        |                            | $                                        | 229,483        |         |         | $       | 118,985     |        
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        
|Net income available per weighted average Unit
	outstanding  Basic                                                                                   |                            | $                                        | 0.49           |         |         | $       | 0.34        |        
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        
|Weighted average Units outstanding 
	Basic                                                                                                           |                            |                                          | 467,350,655    |         |         |         | 346,087,554 |        
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        
|Net income available per weighted average Unit
	and unit equivalent outstanding  Diluted                                                             |                            | $                                        | 0.49           |         |         | $       | 0.34        |        
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        
|Weighted average Units and unit equivalents
	outstanding  Diluted                                                                                    |                            |                                          | 471,009,101    |         |         |         | 349,494,261 |        
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        
|Distributions declared per Unit outstanding                                                                                                           |                            | $                                        | 0.50           |         |         | $       | 0.45        |        
|                                                                                                                                                      |                            |                                          |                |         |         |         |             |        

See accompanying notes.

3



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF
OPERATIONS

(Unaudited)


|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |           |           | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ---------------------------------------- | ----------- | --------- | --------- | - | ----------- | --------- | --------- | 
|                                                                                                                                                                                                                            |                            |                                         
|                                                                                                                                                                                                                            |                            | For the nine months ended               
|                                                                                                                                                                                                                            |                            | September 30,                           
|                                                                                                                                                                                                                            |                            |                                         
|(Dollars in thousands, except per unit amounts)                                                                                                                                                                             |                            | 2001                                     |             | 2000     
|                                                                                                                                                                                                                            |                            |                                          |             |          
|Revenues:                                                                                                                                                                                                                   |                            |                                          |             |           |           |   |             |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Rental                     |                                          | $           | 1,727,956 |           |   | $           | 1,231,061 |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Tenant reimbursements      |                                          |             | 322,487   |           |   |             | 226,273   |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Parking                    |                                          |             | 95,372    |           |   |             | 82,986    |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Other                      |                                          |             | 31,108    |           |   |             | 35,531    |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Fee income                 |                                          |             | 10,305    |           |   |             | 7,441     |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Interest/ dividends        |                                          |             | 33,041    |           |   |             | 23,736    |          
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|                                                                                                                                                                                                                            |                            | Total revenues                           |             |           | 2,220,269 |   |             |           | 1,607,028 | 
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|Expenses:                                                                                                                                                                                                                   |                            |                                          |             |           |           |   |             |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Interest:                  |                                          |             |           |           |   |             |           |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            |                            | Expense incurred                         |             |           | 520,903   |   |             |           | 368,268   | 
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            |                            | Amortization of deferred financing costs |             |           | 6,790     |   |             |           | 4,758     | 
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Depreciation               |                                          |             | 375,347   |           |   |             | 279,813   |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Amortization               |                                          |             | 28,011    |           |   |             | 15,470    |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Real estate taxes          |                                          |             | 250,528   |           |   |             | 194,391   |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Insurance                  |                                          |             | 14,066    |           |   |             | 8,443     |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Repairs and maintenance    |                                          |             | 215,032   |           |   |             | 166,396   |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Property operating         |                                          |             | 227,478   |           |   |             | 169,607   |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Ground rent                |                                          |             | 11,568    |           |   |             | 7,388     |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | General and administrative |                                          |             | 84,010    |           |   |             | 66,454    |          
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|                                                                                                                                                                                                                            |                            | Total expenses                           |             |           | 1,733,733 |   |             |           | 1,280,988 | 
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures, net
	gain on sales of real estate, extraordinary items and cumulative
	effect of a change in accounting principle |                            |                                          | 486,536     |           |           |   | 326,040     |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Minority Interest  partially owned
	properties                                                                                                                                                                             |                            |                                          | (6,612      | )         |           |   | (4,142      | )        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Income from investment in unconsolidated joint
	ventures                                                                                                                                                                    |                            |                                          | 49,724      |           |           |   | 41,625      |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Net gain on sales of real estate                                                                                                                                                                                            |                            |                                          | 14,854      |           |           |   | 36,589      |          
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|Income before extraordinary items and cumulative
	effect of a change in accounting principle                                                                                                                                |                            |                                          | 544,502     |           |           |   | 400,112     |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Extraordinary items                                                                                                                                                                                                         |                            |                                          |            |           |           |   | (875        | )        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Cumulative effect of a change in accounting
	principle                                                                                                                                                                      |                            |                                          | (1,142      | )         |           |   |            |          
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|Net income                                                                                                                                                                                                                  |                            |                                          | 543,360     |           |           |   | 399,237     |          
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Put option settlement                                                                                                                                                                                                       |                            |                                          | 2,655       |           |           |   | (2,576      | )        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Preferred distributions, net                                                                                                                                                                                                |                            |                                          | (40,011     | )         |           |   | (32,464     | )        
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|Net income available for Units                                                                                                                                                                                              |                            | $                                        | 506,004     |           |           | $ | 364,197     |          
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|Net income available per weighted average Unit
	outstanding  Basic                                                                                                                                                         |                            | $                                        | 1.30        |           |           | $ | 1.19        |          
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|Weighted average Units outstanding 
	Basic                                                                                                                                                                                 |                            |                                          | 388,543,114 |           |           |   | 305,567,221 |          
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|Net income available per weighted average Unit
	and unit equivalent outstanding  Diluted                                                                                                                                   |                            | $                                        | 1.29        |           |           | $ | 1.18        |          
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|Weighted average Units and unit equivalents
	outstanding  Diluted                                                                                                                                                          |                            |                                          | 391,620,822 |           |           |   | 308,416,166 |          
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          
|Distributions declared per Unit outstanding                                                                                                                                                                                 |                            | $                                        | 1.40        |           |           | $ | 1.29        |          
|                                                                                                                                                                                                                            |                            |                                          |             |           |           |   |             |          

See accompanying notes.

4



---



##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF NET COMPREHENSIVE
INCOME

(Unaudited)


|                                   |                                                               |                      |         |                     |   |      |         |         |   |   |         |        |   |   |         |         |  
|---------------------------------- | ------------------------------------------------------------- | -------------------- | ------- | ------------------- | - | ---- | ------- | ------- | - | - | ------- | ------ | - | - | ------- | ------- | -
|                                   |                                                               |                      |         |                    
|                                   |                                                               | For the three months |         | For the nine months
|                                   |                                                               | ended September 30,  |         | ended September 30,
|                                   |                                                               |                      |         |                    
|(Dollars in thousands)             |                                                               | 2001                 |         | 2000                |   | 2001 |         | 2000   
|                                   |                                                               |                      |         |                     |   |      |         |        
|Net income                         |                                                               | $                    | 245,078 |                     |   | $    | 130,384 |         |   | $ | 543,360 |        |   | $ | 399,237 |        
|                                  
|                                  
|                                  
|                                  
|Other comprehensive income (loss): |                                                               |                      |         |                     |   |      |         |         |   |   |         |        |   |   |         |        
|                                  
|                                  
|                                  
|                                  
|                                   | Unrealized holding (losses) arising during
	the period        |                      |         | (1,268              | ) |      |         | (25,650 | ) |   |         | (2,684 | ) |   |         | (45,134 | )
|                                  
|                                  
|                                  
|                                  
|                                   | Recognition of permanent impairment on marketable
	securities |                      |         |                    |   |      |         |        |   |   |         | 29,671 |   |   |         |        |  
|                                   |                                                               |                      |         |                     |   |      |         |         |   |   |         |        |   |   |         |        
|Net comprehensive income           |                                                               | $                    | 243,810 |                     |   | $    | 104,734 |         |   | $ | 570,347 |        |   | $ | 354,103 |        
|                                   |                                                               |                      |         |                     |   |      |         |         |   |   |         |        |   |   |         |        

See accompanying notes.

5



---



##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH
FLOWS

(Unaudited)


|                       |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |            |            |         |         | 
|---------------------- | ---------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | ----------------------------------------- | ---------- | ------- | ------- | ---------- | ---------- | ------- | ------- | 
|                       |                                                                                    |                                                                                                                                         
|                       |                                                                                    | For the nine months                                                                                                                     
|                       |                                                                                    | ended September 30,                                                                                                                     
|                       |                                                                                    |                                                                                                                                         
|(Dollars in thousands) |                                                                                    | 2001                                                                                                                                     |                                                   | 2000                                     
|                       |                                                                                    |                                                                                                                                          |                                                   |                                          
|Operating Activities:  |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |           
|                      
|                      
|                      
|                      
|                       | Net income                                                                         |                                                                                                                                          | $                                                 | 543,360                                   |            |         | $       | 399,237    |           
|                      
|                      
|                      
|                      
|                       | Adjustments to reconcile net income to net cash
	provided by operating activities: |                                                                                                                                          |                                                   |                                           |            |         |         |            |           
|                      
|                      
|                      
|                      
|                       |                                                                                    | Depreciation and amortization                                                                                                            |                                                   |                                           | 410,148    |         |         |            | 300,041    |        
|                      
|                      
|                      
|                      
|                       |                                                                                    | Interest/ dividend income accrued but not received                                                                                       |                                                   |                                           | (9,852     | )       |         |            | (3,403     | )      
|                      
|                      
|                      
|                      
|                       |                                                                                    | Permanent impairment write down on marketable
	securities                                                                                |                                                   |                                           | 8,499      |         |         |            |           |        
|                      
|                      
|                      
|                      
|                       |                                                                                    | Amortization of discounts included in interest/
	dividend income                                                                         |                                                   |                                           | (2,665     | )       |         |            | (604       | )      
|                      
|                      
|                      
|                      
|                       |                                                                                    | Amortization of premiums/ discounts on unsecured
	notes and terminated interest rate protection agreements
	included in interest expense |                                                   |                                           | 3,648      |         |         |            | 3,018      |        
|                      
|                      
|                      
|                      
|                       |                                                                                    | Amortization of deferred revenue included in
	other income                                                                               |                                                   |                                           | (773       | )       |         |            | (4,134     | )      
|                      
|                      
|                      
|                      
|                       |                                                                                    | Compensation related to restricted shares issued
	to employees by Equity Office                                                          |                                                   |                                           | 7,803      |         |         |            | 5,831      |        
|                      
|                      
|                      
|                      
|                       |                                                                                    | Income from unconsolidated joint ventures                                                                                                |                                                   |                                           | (49,724    | )       |         |            | (41,625    | )      
|                      
|                      
|                      
|                      
|                       |                                                                                    | Net gain on sales of real estate                                                                                                         |                                                   |                                           | (14,854    | )       |         |            | (36,589    | )      
|                      
|                      
|                      
|                      
|                       |                                                                                    | Extraordinary items                                                                                                                      |                                                   |                                           |           |         |         |            | 875        |        
|                      
|                      
|                      
|                      
|                       |                                                                                    | Cumulative effect of a change in accounting
	principle                                                                                   |                                                   |                                           | 1,142      |         |         |            |           |        
|                      
|                      
|                      
|                      
|                       |                                                                                    | Tenant receivables written-off as uncollectible                                                                                          |                                                   |                                           | 13,036     |         |         |            | 1,746      |        
|                      
|                      
|                      
|                      
|                       |                                                                                    | Allocation to minority interests                                                                                                         |                                                   |                                           | 6,612      |         |         |            | 4,142      |        
|                      
|                      
|                      
|                      
|                       |                                                                                    | Changes in assets and liabilities:                                                                                                       |                                                   |                                           |            |         |         |            |            |        
|                      
|                      
|                      
|                      
|                       |                                                                                    |                                                                                                                                          | (Increase)/decrease in rents receivable           |                                           |            | (5,500  | )       |            |            | 3,336   |        
|                      
|                      
|                      
|                      
|                       |                                                                                    |                                                                                                                                          | (Increase) in deferred rent receivable            |                                           |            | (59,865 | )       |            |            | (49,367 | )      
|                      
|                      
|                      
|                      
|                       |                                                                                    |                                                                                                                                          | (Increase) in prepaid expenses and other assets   |                                           |            | (11,109 | )       |            |            | (152    | )      
|                      
|                      
|                      
|                      
|                       |                                                                                    |                                                                                                                                          | Increase in accounts payable and accrued expenses |                                           |            | 191     |         |            |            | 27,789  |        
|                      
|                      
|                      
|                      
|                       |                                                                                    |                                                                                                                                          | (Decrease) in other liabilities                   |                                           |            | (37,861 | )       |            |            | (26,238 | )      
|                       |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |           
|                       |                                                                                    |                                                                                                                                          |                                                   | Net cash provided by operating activities |            |         | 802,236 |            |            |         | 583,903 | 
|                       |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |           
|Investing Activities:  |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |           
|                      
|                      
|                      
|                      
|                       | Property acquisitions                                                              |                                                                                                                                          |                                                   | (35,885                                   | )          |         |         | (87,477    | )         
|                      
|                      
|                      
|                      
|                       | Acquisition of Spieker Properties, Inc.                                            |                                                                                                                                          |                                                   | (1,048,585                                | )          |         |         |           |           
|                      
|                      
|                      
|                      
|                       | Acquisition of Cornerstone
	Properties Inc.                                        |                                                                                                                                          |                                                   |                                          |            |         |         | (1,159,968 | )         
|                      
|                      
|                      
|                      
|                       | Property dispositions                                                              |                                                                                                                                          |                                                   | 255,146                                   |            |         |         | 332,307    |           
|                      
|                      
|                      
|                      
|                       | Payments for capital and tenant improvements                                       |                                                                                                                                          |                                                   | (242,473                                  | )          |         |         | (183,549   | )         
|                      
|                      
|                      
|                      
|                       | Distributions from unconsolidated joint ventures                                   |                                                                                                                                          |                                                   | 96,970                                    |            |         |         | 150,765    |           
|                      
|                      
|                      
|                      
|                       | Investments in unconsolidated joint ventures                                       |                                                                                                                                          |                                                   | (214,281                                  | )          |         |         | (174,637   | )         
|                      
|                      
|                      
|                      
|                       | Payments of lease acquisition costs                                                |                                                                                                                                          |                                                   | (49,617                                   | )          |         |         | (53,573    | )         
|                      
|                      
|                      
|                      
|                       | Investment in securities                                                           |                                                                                                                                          |                                                   | (683                                      | )          |         |         | (89,311    | )         
|                      
|                      
|                      
|                      
|                       | Repayment of (investment in) notes receivable                                      |                                                                                                                                          |                                                   | 382                                       |            |         |         | (7,131     | )         
|                      
|                      
|                      
|                      
|                       | Decrease in escrow deposits and restricted cash                                    |                                                                                                                                          |                                                   | 140                                       |            |         |         | 83,021     |           
|                       |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |           
|                       |                                                                                    | Net cash (used for) investing activities                                                                                                 |                                                   |                                           | (1,238,886 | )       |         |            | (1,189,553 | )      
|                       |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |           
|Financing Activities:  |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |           
|                      
|                      
|                      
|                      
|                       | Repurchase of Units                                                                |                                                                                                                                          |                                                   |                                          |            |         |         | (119,633   | )         
|                      
|                      
|                      
|                      
|                       | Proceeds from exercise of share options                                            |                                                                                                                                          |                                                   | 67,818                                    |            |         |         | 63,853     |           
|                      
|                      
|                      
|                      
|                       | Redemption of Units                                                                |                                                                                                                                          |                                                   | (1,245                                    | )          |         |         | (3,780     | )         
|                      
|                      
|                      
|                      
|                       | Distributions to unitholders                                                       |                                                                                                                                          |                                                   | (371,822                                  | )          |         |         | (265,999   | )         
|                      
|                      
|                      
|                      
|                       | Put option settlement                                                              |                                                                                                                                          |                                                   | (1,467                                    | )          |         |         |           |           
|                      
|                      
|                      
|                      
|                       | Payment of preferred distributions                                                 |                                                                                                                                          |                                                   | (33,698                                   | )          |         |         | (32,651    | )         
|                      
|                      
|                      
|                      
|                       | Repurchase of preferred units, including
	transaction costs                        |                                                                                                                                          |                                                   |                                          |            |         |         | (890       | )         
|                      
|                      
|                      
|                      
|                       | Payment of offering costs                                                          |                                                                                                                                          |                                                   | (44                                       | )          |         |         | (14        | )         
|                      
|                      
|                      
|                      
|                       | Distributions to minority interests in partially
	owned properties                 |                                                                                                                                          |                                                   | (4,552                                    | )          |         |         | (6,769     | )         
|                      
|                      
|                      
|                      
|                       | Proceeds from mortgage debt                                                        |                                                                                                                                          |                                                   | 140,000                                   |            |         |         | 190,000    |           
|                      
|                      
|                      
|                      
|                       | Proceeds from unsecured notes                                                      |                                                                                                                                          |                                                   | 1,386,598                                 |            |         |         | 1,183,553  |           
|                      
|                      
|                      
|                      
|                       | Proceeds from lines of credit                                                      |                                                                                                                                          |                                                   | 2,945,050                                 |            |         |         | 4,345,150  |           
|                      
|                      
|                      
|                      
|                       | Principal payments on mortgage debt                                                |                                                                                                                                          |                                                   | (219,876                                  | )          |         |         | (328,455   | )         
|                      
|                      
|                      
|                      
|                       | Principal payments on lines of credit                                              |                                                                                                                                          |                                                   | (3,135,336                                | )          |         |         | (4,333,691 | )         
|                      
|                      
|                      
|                      
|                       | Payments of loan costs                                                             |                                                                                                                                          |                                                   | (10,482                                   | )          |         |         | (28,282    | )         
|                       |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |           
|                       |                                                                                    | Net cash provided by financing activities                                                                                                |                                                   |                                           | 760,944    |         |         |            | 662,392    |        
|                       |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |           
|                       | Net increase in cash and cash equivalents                                          |                                                                                                                                          |                                                   | 324,294                                   |            |         |         | 56,742     |           
|                      
|                      
|                      
|                      
|                       | Cash and cash equivalents at the beginning of the
	period                          |                                                                                                                                          |                                                   | 53,256                                    |            |         |         | 2,338      |           
|                       |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |           
|                       | Cash and cash equivalents at the end of the period                                 |                                                                                                                                          | $                                                 | 377,550                                   |            |         | $       | 59,080     |           
|                       |                                                                                    |                                                                                                                                          |                                                   |                                           |            |         |         |           

6



---



##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


CONSOLIDATED STATEMENTS OF CASH
FLOWS  (Continued)

(Unaudited)


|                                              |                                                                                                       |                     |   |           |   |  |   |           |  
|--------------------------------------------- | ----------------------------------------------------------------------------------------------------- | ------------------- | - | --------- | - |  | - | --------- | -
|                                              |                                                                                                       |                    
|                                              |                                                                                                       | For the nine months
|                                              |                                                                                                       | ended September 30,
|                                              |                                                                                                       |                    
|(Dollars in thousands)                        |                                                                                                       | 2001                |   | 2000     
|                                              |                                                                                                       |                     |   |          
|Supplemental Information:                     |                                                                                                       |                     |   |           |   |  |   |          
|                                             
|                                             
|                                             
|                                             
|                                              | Interest paid during the period, including
	capitalized interest of $17,607 and $12,466, respectively |                     | $ | 489,486   |   |  | $ | 387,972   |  
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|Non-Cash Investing and Financing
	Activities: |                                                                                                       |                     |   |           |   |  |   |          
|                                             
|                                             
|                                             
|                                             
|                                              | Mortgage loans and line of credit assumed through
	Cornerstone Merger                                 |                     |   |          |   |  | $ | 1,720,449 |  
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|                                              | Mortgage loans, unsecured notes and line of
	credit assumed through Spieker Merger                    |                     | $ | 2,125,686 |   |  |   |          |  
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|                                              | Net liabilities assumed through Cornerstone Merger                                                    |                     |   |          |   |  | $ | 34,507    |  
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|                                              | Net liabilities assumed through Spieker Merger                                                        |                     | $ | 109,699   |   |  |   |          |  
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|                                              | Minority interest in partially owned properties
	assumed through Cornerstone Merger                   |                     |   |          |   |  | $ | 165,154   |  
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|                                              | Preferred Units issued through Spieker Merger                                                         |                     | $ | 356,250   |   |  |   |          |  
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|                                              | Common Shares, options and Units issued through
	Cornerstone Merger                                   |                     |   |          |   |  | $ | 1,577,260 |  
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|                                              | Common Shares, options and Units issued through
	Spieker Merger                                       |                     | $ | 3,483,326 |   |  |   |          |  
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|                                              | Escrow deposits used for property acquisitions                                                        |                     |   |          |   |  | $ | 37,105    |  
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|                                              | Escrow deposits provided by property dispositions                                                     |                     | $ | (23,241   | ) |  | $ | (167,922  | )
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|                                              | Mortgage loan assumed through property acquisition                                                    |                     |   |          |   |  | $ | 65,661    |  
|                                              |                                                                                                       |                     |   |           |   |  |   |          
|                                              | Mortgage loan assumed by purchaser through
	property dispositions                                     |                     |   |          |   |  | $ | (11,369   | )
|                                              |                                                                                                       |                     |   |           |   |  |   |          

See accompanying notes.

7



---



##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


CONSOLIDATED STATEMENTS OF CASH
FLOWS  (Continued)

(Unaudited)


EOP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

(Unaudited)


The consolidated financial statements of EOP
Partnership have been prepared pursuant to the Securities and
Exchange Commission (SEC) rules and regulations. The
following notes, which present interim disclosures as required
by the SEC, highlight significant changes to the notes to the
December 31, 2000 audited consolidated financial statements
of EOP Partnership and should be read together with the
financial statements and notes thereto included in the
Form 10-K/ A.

NOTE 1  BUSINESS AND FORMATION OF
EOP PARTNERSHIP

As used herein, EOP Partnership means
EOP Operating Limited Partnership, a Delaware limited
partnership, together with its subsidiaries. EOP Partnership is
a subsidiary of Equity Office Properties Trust (Equity
Office), a Maryland real estate investment trust, which
was formed on October 9, 1996 to continue and expand the
national office property business organized by Mr. Samuel
Zell, Chairman of the Board of Trustees of Equity Office, and to
complete the consolidation of the EOP Partnership Predecessors.
Equity Office completed its initial public offering (the
IPO) on July 11, 1997, having sold its common
shares of beneficial interest, $0.01 par value per share
(Common Shares). The net proceeds of the IPO were
contributed to EOP Partnership in exchange for units of
partnership interest (Units). EOP Partnership is a
fully integrated, self-administered and self-managed real estate
company engaged in acquiring, owning, managing, developing,
leasing and renovating office properties and parking facilities.
Equity Offices assets, which include investments in joint
ventures, are owned by, and substantially all of its operations
are conducted through EOP Partnership. Equity Office is the
general partner of EOP Partnership. Equity Office has elected to
be taxed as a real estate investment trust (REIT)
for federal income tax purposes and generally will not be
subject to federal income tax if it distributes 100% of its
taxable income and complies with a number of organizational and
operational requirements. As of September 30, 2001, EOP
Partnership owned or had an interest in 669 office properties
(the Office Properties) containing approximately
124.7 million rentable square feet of office space, 84
industrial properties (the Industrial Properties)
containing approximately 8.9 million rentable square feet
of industrial space and nine stand-alone parking facilities (the
Parking Facilities and, together with the Office
Properties and the Industrial Properties, the
Properties) containing approximately 14,244 parking
spaces. The weighted average occupancy for the Office Properties
at September 30, 2001 was approximately 93.7%. The Office
Properties are located in 147 submarkets in 38 markets in
24 states and the District of Columbia. The Office
Properties, by rentable square feet, are located approximately
41.4% in central business districts (CBDs) and 58.6%
in suburban markets.

NOTE 2  SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



| |                      
| | ---------------------
| | Basis of Presentation

The consolidated financial statements represent
the financial condition and results of EOP Partnership and its
subsidiaries. All intercompany transactions and balances have
been eliminated in consolidation.

The Spieker Merger (as defined in
Note 3) was accounted for using the purchase method in
accordance with Accounting Principles Board Opinion No. 16.
The fair value of the consideration given by EOP Partnership in
the Spieker Merger was used as the valuation basis for the
merger. The assets acquired and the liabilities assumed by EOP
Partnership were recorded at their relative fair values as of
July 2, 2001 (the Spieker Closing Date). The
results of operations of the Spieker properties for the period
from the Spieker Closing Date through September 30, 2001
are included in EOP Partnerships consolidated statements
of operations.

8



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




| |                 
| | ----------------
| | Use of Estimates

The preparation of the consolidated financial
statements in conformity with accounting principles generally
accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.



| |                             
| | ----------------------------
| | Unaudited Interim Statements

The consolidated financial statements as of and
for the three and nine months ended September 30, 2001 and
2000 and related footnote disclosures are unaudited. In the
opinion of management, such financial statements reflect all
adjustments necessary for a fair presentation of the results of
the interim periods. All such adjustments are of a normal,
recurring nature.



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

Certain reclassifications have been made to the
previously reported 2000 statements in order to provide
comparability with the 2001 statements reported herein.
These reclassifications have not changed the 2000 results or
combined partners capital and redeemable units.

NOTE 3  SPIEKER MERGER

On July 2, 2001, Spieker Properties, Inc.
(Spieker) merged into Equity Office and Spieker
Properties, L.P. (Spieker Partnership),
Spiekers operating partnership subsidiary, merged into EOP
Partnership (collectively, the Spieker Merger). The
transaction values Spieker (including the outside interests in
Spieker Partnership) at approximately $7.2 billion, which
includes transaction costs, the assumption of approximately
$2.1 billion in debt and the issuance of 14.25 million
of EOP Partnership preferred units valued at approximately
$356.3 million. EOP Partnership paid approximately
$1.1 billion in cash and Equity Office issued approximately
101.5 million Common Shares and EOP Partnership issued
approximately 16.7 million additional Units valued at
$29.29 per share/Unit. EOP Partnership financed the
$1.1 billion cash portion of the purchase price using a
combination of available cash and a new $1.0 billion bridge
loan facility that was entered into before the closing of the
merger. The $1.0 billion bridge loan facility had a term of
364 days and an interest rate based on LIBOR plus 80 basis
points, subject to EOP Partnerships credit rating. The
$1.0 billion bridge loan facility was repaid in full with
the net proceeds from the issuance of $1.4 billion of
senior unsecured notes and terminated (see Note 7).

Through the Spieker Merger, EOP Partnership
acquired 293 Office Properties consisting of approximately
26.1 million square feet, 100 Industrial Properties
consisting of approximately 12.3 million square feet and
Spiekers development properties.

Shortly after completion of the Spieker Merger,
Equity Office expanded its Board of Trustees from 13 to 16
members. The new members are Warren E. Spieker, Jr., previous
chairman of Spieker, and Craig G. Vought and John A. Foster,
previous Co-Chief Executive Officers of Spieker.

During the third quarter, EOP Partnership sold 16
industrial properties that were acquired in the Spieker Merger
for approximately $177.0 million. There was no gain or loss
on the sale of these properties. The industrial properties were
located in California and Oregon and consisted of approximately
3.4 million square feet.

Certain of the amounts stated above related to
the Spieker Merger are based on managements current best
estimate, which are subject to adjustment within one year of the
closing date of July 2, 2001.

9



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


NOTE 4  DISPOSITIONS

In addition to the 16 industrial properties sold
during the quarter (see Note 3), EOP Partnership also sold
four office properties consisting of approximately
373,135 square feet and one property that consisted of 161
residential apartments for a total sales price of approximately
$94.9 million. EOP Partnership realized a gain on these
sales of approximately $14.9 million.

NOTE 5  INVESTMENT IN
UNCONSOLIDATED JOINT VENTURES

EOP Partnership has several investments in
unconsolidated joint ventures consisting of Office Properties,
Parking Facilities, property management and development
companies and two companies that provide fully furnished office
space to tenants. Combined summarized financial information of
the unconsolidated joint ventures is as follows:

|                                                                                                                                                                  |                                    |                                                           |           |              |           |   |           |           |           | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | --------------------------------------------------------- | --------- | ------------ | --------- | - | --------- | --------- | --------- | 
|                                                                                                                                                                  |                                    | September 30,                                             |           | December 31,
|(Dollars in thousands)                                                                                                                                            |                                    | 2001                                                      |           | 2000        
|                                                                                                                                                                  |                                    |                                                           |           |             
|Balance Sheets:                                                                                                                                                   |                                    |                                                           |           |              |           |   |           |          
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                  | Real estate, net                   |                                                           | $         | 3,091,248    |           |   | $         | 2,928,225 |          
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                  | Other assets                       |                                                           |           | 231,668      |           |   |           | 239,267   |          
|                                                                                                                                                                  |                                    |                                                           |           |              |           |   |           |          
|                                                                                                                                                                  |                                    | Total Assets                                              |           | $            | 3,322,916 |   |           | $         | 3,167,492 | 
|                                                                                                                                                                  |                                    |                                                           |           |              |           |   |           |          
|                                                                                                                                                                  | Mortgage debt                      |                                                           | $         | 1,370,491    |           |   | $         | 1,333,304 |          
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                  | Other liabilities                  |                                                           |           | 161,711      |           |   |           | 138,210   |          
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                  | Partners and shareholders equity |                                                           |           | 1,790,714    |           |   |           | 1,695,978 |          
|                                                                                                                                                                  |                                    |                                                           |           |              |           |   |           |          
|                                                                                                                                                                  |                                    | Total Liabilities and Partners and
	Shareholders Equity |           | $            | 3,322,916 |   |           | $         | 3,167,492 | 
|                                                                                                                                                                  |                                    |                                                           |           |              |           |   |           |          
|EOP Partnerships share of equity                                                                                                                                 |                                    | $                                                         | 1,177,958 |              |           | $ | 1,016,213 |          
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Net excess of cost of investments over/ under the
	net book value of underlying net assets, net of accumulated
	depreciation of $19,610 and $16,905, respectively |                                    |                                                           | 141,430   |              |           |   | 148,400   |          
|                                                                                                                                                                  |                                    |                                                           |           |              |           |   |           |          
|Carrying value of investments in unconsolidated
	joint ventures                                                                                                   |                                    | $                                                         | 1,319,388 |              |           | $ | 1,164,613 |          
|                                                                                                                                                                  |                                    |                                                           |           |              |           |   |           |          
|EOP Partnerships share of unconsolidated
	mortgage debt                                                                                                          |                                    | $                                                         | 849,015   |              |           | $ | 834,093   |          
|                                                                                                                                                                  |                                    |                                                           |           |              |           |   |           |          

10



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


|                                                                                |                                                                                                          |                               |                |                     |        |         |        |         |        |        |        |         |         |         |        |         |         |         | 
|------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | ----------------------------- | -------------- | ------------------- | ------ | ------- | ------ | ------- | ------ | ------ | ------ | ------- | ------- | ------- | ------ | ------- | ------- | ------- | 
|                                                                                |                                                                                                          |                               |                |                    
|                                                                                |                                                                                                          | For the three months          |                | For the nine months
|                                                                                |                                                                                                          | ended September 30,           |                | ended September 30,
|                                                                                |                                                                                                          |                               |                |                    
|(Dollars in thousands)                                                          |                                                                                                          | 2001                          |                | 2000                |        | 2001    |        | 2000   
|                                                                                |                                                                                                          |                               |                |                     |        |         |        |        
|Statements of Operations:                                                       |                                                                                                          |                               |                |                     |        |         |        |         |        |        |        |         |         |         |        |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Revenues                                                                                                 |                               | $              | 127,503             |        |         | $      | 128,546 |        |        | $      | 378,158 |         |         | $      | 283,924 |        
|                                                                                |                                                                                                          |                               |                |                     |        |         |        |         |        |        |        |         |         |         |        |        
|                                                                                | Expenses:                                                                                                |                               |                |                     |        |         |        |         |        |        |        |         |         |         |        |         |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                          | Interest expense              |                |                     | 24,384 |         |        |         | 24,900 |        |        |         | 74,600  |         |        |         | 46,263  |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                          | Depreciation and amortization |                |                     | 22,991 |         |        |         | 17,245 |        |        |         | 64,179  |         |        |         | 42,665  |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                          | Operating expenses            |                |                     | 53,473 |         |        |         | 54,600 |        |        |         | 157,289 |         |        |         | 117,350 |        
|                                                                                |                                                                                                          |                               |                |                     |        |         |        |         |        |        |        |         |         |         |        |        
|                                                                                |                                                                                                          |                               | Total expenses |                     |        | 100,848 |        |         |        | 96,745 |        |         |         | 296,068 |        |         |         | 206,278 | 
|                                                                                |                                                                                                          |                               |                |                     |        |         |        |         |        |        |        |         |         |         |        |        
|                                                                                | Net income before gain on sale of real estate and
	cumulative effect of a change in accounting principle |                               |                | 26,655              |        |         |        | 31,801  |        |        |        | 82,090  |         |         |        | 77,646  |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Gain on sale of real estate                                                                              |                               |                |                    |        |         |        | 8,291   |        |        |        |        |         |         |        | 8,291   |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Cumulative effect of change in accounting
	principle                                                     |                               |                |                    |        |         |        |        |        |        |        | (2,279  | )       |         |        |        |        
|                                                                                |                                                                                                          |                               |                |                     |        |         |        |         |        |        |        |         |         |         |        |        
|                                                                                | Net income                                                                                               |                               | $              | 26,655              |        |         | $      | 40,092  |        |        | $      | 79,811  |         |         | $      | 85,937  |        
|                                                                                |                                                                                                          |                               |                |                     |        |         |        |         |        |        |        |         |         |         |        |        
|EOP Partnerships share of net income                                           |                                                                                                          | $                             | 16,434         |                     |        | $       | 16,862 |         |        | $      | 49,724 |         |         | $       | 41,625 |        
|                                                                                |                                                                                                          |                               |                |                     |        |         |        |         |        |        |        |         |         |         |        |        
|EOP Partnerships share of interest expense
	and loan cost amortization         |                                                                                                          | $                             | 16,273         |                     |        | $       | 14,051 |         |        | $      | 48,794 |         |         | $       | 24,028 |        
|                                                                                |                                                                                                          |                               |                |                     |        |         |        |         |        |        |        |         |         |         |        |        
|EOP Partnerships share of depreciation and
	amortization (real estate related) |                                                                                                          | $                             | 12,756         |                     |        | $       | 10,488 |         |        | $      | 38,026 |         |         | $       | 26,331 |        
|                                                                                |                                                                                                          |                               |                |                     |        |         |        |         |        |        |        |         |         |         |        |        

In July 2001, the joint venture that owns
Pasadena Towers refinanced the mortgage note that is secured by
the property in the amount of $63 million. The mortgage
note matures in July 2008 and bears interest at 8.07%. EOP
Partnerships portion of the mortgage debt is approximately
$15.8 million.

In August 2001, the joint venture that owns
Foundry Square II, a development property, acquired two
land parcels in San Francisco, CA for approximately
$20.8 million.

In connection with the Spieker Merger (see
Note 3), EOP Partnership acquired Spiekers 50% joint
venture interest in the Griffin Towers Office Property located
in Orange County, CA consisting of 540,966 square feet. In
September 2001, EOP Partnership repaid the mortgage note secured
by this Property, in the amount of approximately
$84.1 million, including accrued interest.

NOTE 6  MORTGAGE DEBT

In August 2001, the mortgage loan secured by
Santa Clara Office Center was paid off in the amount of
approximately $0.9 million.

In August 2001, the mortgage loan secured by
Interco Corporate Tower was prepaid in the amount of
approximately $21.3 million including accrued interest.

In September 2001, the mortgage loans secured by
Fremont Commerce Center and Industrial Drive matured and were
extended under the same terms. The mortgage balances were
approximately $5.7 million and $2.1 million,
respectively, with an interest rate of 7.6% and a new maturity
date of September 1, 2002.

NOTE 7  UNSECURED NOTES

In July 2001, EOP Partnership issued
$1.4 billion of unsecured notes. The notes consisted of the
following tranches: $1.1 billion of 7.00% notes due
2011 at an all-in cost of 6.86% and $300 million of
7.875% notes due 2031 at an all-in cost of 7.94%. Interest
is payable on the notes semiannually on January 15

11



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


and July 15 of each year, beginning
January 15, 2002. The total proceeds were used to repay
indebtedness, including indebtedness incurred in connection with
the Spieker Merger, and for other working capital purposes. The
notes are guaranteed by Equity Office.

In connection with the unsecured notes offering,
EOP Partnership entered into an interest rate swap agreement.
This fair value hedge converted $500 million of the
$1.1 billion 7.0% notes until the maturity of the
notes in 2011 from a fixed interest rate to a variable interest
rate. The counterparty was the fixed rate payer and EOP
Partnership was the variable rate payer. The variable rate was
based on three-month LIBOR plus 88.33 basis points. In September
2001, EOP Partnership terminated the interest rate swap
agreement on these notes. The total proceeds as a result of the
termination that were recorded as additional premium on the
$1.1 billion unsecured notes were approximately
$31.6 million. This amount is being amortized over the
remaining term of the unsecured notes.

In September 2001, EOP Partnership terminated
another interest rate swap agreement. This fair value hedge
converted $400 million of 6.625% of unsecured notes until
the maturity of the notes in February 15, 2005 from a fixed
interest rate to a variable rate of LIBOR plus 109 basis points.
The total proceeds as a result of the termination that were
recorded as additional premium on the $400 million
unsecured notes were approximately $15.8 million. This
amount is being amortized over the remaining term of the
unsecured notes.

NOTE 8  PARTNERS
CAPITAL



| |      
| | -----
| | Units

The following table presents the changes in the
issued and outstanding Units since June 30, 2001:

|                                                                                                  |  |  |             |  
|------------------------------------------------------------------------------------------------- |  |  | ----------- | -
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Outstanding at June 30, 2001                                                                      |  |  | 348,962,744 |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Exercise of put option on redeemable Units                                                        |  |  | 1,717,844   |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Issued to Equity Office related to Common Shares
	issued for share option exercises               |  |  | 1,927,768   |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Restricted Units cancelled                                                                        |  |  | (6,000      | )
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Units redeemed for cash                                                                           |  |  | (40,888     | )
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Units issued to Equity Office for Common Shares
	issued through the Dividend Reinvestment Program |  |  | 11,755      |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Issued to Equity Office on a one-to-one basis for
	Common Shares issued in the Spieker Merger     |  |  | 101,520,398 |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Issued in the Spieker Merger                                                                      |  |  | 16,748,214  |  
|                                                                                                  |  |  |             |  
|Outstanding at September 30,
	2001                                                                |  |  | 470,841,835 |  
|                                                                                                  |  |  |             |  

EOP Partnership also issued on July 2, 2001
in the Spieker Merger 4,250,000 Series D preferred units,
6,000,000 Series E preferred units and 4,000,000
Series F preferred units, all of which were owned by Equity
Office at September 30, 2001.



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

|                         |  |              |           |           |  |                    |  |                   
|------------------------ |  | ------------ | --------- | --------- |  | ------------------ |  | ------------------
|                         |  | Quarterly    |           |           |  |                   
|                         |  | Distribution |           |           |  | Unitholder        
|                         |  | per Unit     |           | Date Paid |  | Record Date       
|                         |  |              |           |           |  |                   
|Units                    |  | $            | 0.50      |           |  | October 12, 2001   |  | September 28, 2001
|                        
|                        
|                        
|                        
|Series A Preferred Units |  | $            | 0.56125   |           |  | September 17, 2001 |  | September 4, 20001
|                        
|                        
|                        
|                        
|Series B Preferred Units |  | $            | 0.65625   |           |  | August 15, 2001    |  | August 1, 2001    
|                        
|                        
|                        
|                        
|Series C Preferred Units |  | $            | 0.5390625 |           |  | September 17, 2001 |  | September 4, 2001 
|                        
|                        
|                        
|                        
|Series D Preferred Units |  | $            | 0.590625  |           |  | October 1, 2001    |  | September 14, 2001
|                        
|                        
|                        
|                        
|Series E Preferred Units |  | $            | 0.4921875 |           |  | July 31, 2001      |  | July 20, 2001     
|                        
|                        
|                        
|                        
|Series F Preferred Units |  | $            | 0.50      |           |  | October 1, 2001    |  | September 14, 2001

12



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


NOTE 9  PUT OPTION
SETTLEMENT



| |                 
| | ----------------
| | Redeemable Units

EOP Partnership paid approximately
$1.4 million in settlement of an option that was held by
the Wright Runstad & Company (the WR Holders).
EOP Partnership previously recognized approximately
$4.1 million as a total potential payment for the put
option exercise between the period from August 1999 to August
2000. The difference of approximately $2.7 million between
the $4.1 million previously recognized and the
$1.4 million actually paid was recognized as a put option
settlement during the quarter.

NOTE 10  EARNINGS PER
UNIT

The following table sets forth the computation of
basic and diluted earnings per Unit and unit equivalent:

|                                             |                                                                                                                                                                        |                                                                                                 |   |                           |           |      |   |             |           |  |   |             |           |  |   |             |           | 
|-------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | - | ------------------------- | --------- | ---- | - | ----------- | --------- |  | - | ----------- | --------- |  | - | ----------- | --------- | 
|                                             |                                                                                                                                                                        |                                                                                                 |   |                          
|                                             |                                                                                                                                                                        | For the three months ended                                                                      |   | For the nine months ended
|                                             |                                                                                                                                                                        | September 30,                                                                                   |   | September 30,            
|                                             |                                                                                                                                                                        |                                                                                                 |   |                          
|(Dollars in thousands, except per unit data) |                                                                                                                                                                        | 2001                                                                                            |   | 2000                      |           | 2001 |   | 2000       
|                                             |                                                                                                                                                                        |                                                                                                 |   |                           |           |      |   |            
|Numerator:                                   |                                                                                                                                                                        |                                                                                                 |   |                           |           |      |   |             |           |  |   |             |           |  |   |            
|                                            
|                                            
|                                            
|                                            
|                                             | Net income available for Units before net
	gain/(loss) on sales of real estate, extraordinary items and
	cumulative effect of a change in accounting principle         |                                                                                                 | $ | 214,629                   |           |      | $ | 123,256     |           |  | $ | 492,292     |           |  | $ | 329,956     |          
|                                            
|                                            
|                                            
|                                            
|                                             | Net gain/(loss) on sales of real estate
	(excluding allocation to minority interests of $1,473 for the
	nine months ended September 30, 2000)                          |                                                                                                 |   | 14,854                    |           |      |   | (4,271      | )         |  |   | 14,854      |           |  |   | 35,116      |          
|                                            
|                                            
|                                            
|                                            
|                                             | Extraordinary items                                                                                                                                                    |                                                                                                 |   |                          |           |      |   |            |           |  |   |            |           |  |   | (875        | )        
|                                            
|                                            
|                                            
|                                            
|                                             | Cumulative effect of a change in accounting
	principle                                                                                                                 |                                                                                                 |   |                          |           |      |   |            |           |  |   | (1,142      | )         |  |   |            |          
|                                             |                                                                                                                                                                        |                                                                                                 |   |                           |           |      |   |             |           |  |   |             |           |  |   |            
|                                             | Numerator for basic and diluted earnings per
	Unit   net income available for Units and unit
	equivalents                                                             |                                                                                                 | $ | 229,483                   |           |      | $ | 118,985     |           |  | $ | 506,004     |           |  | $ | 364,197     |          
|                                             |                                                                                                                                                                        |                                                                                                 |   |                           |           |      |   |             |           |  |   |             |           |  |   |            
|Denominator:                                 |                                                                                                                                                                        |                                                                                                 |   |                           |           |      |   |             |           |  |   |             |           |  |   |            
|                                            
|                                            
|                                            
|                                            
|                                             | Denominator for net income available per weighted
	average Unit outstanding  Basic  weighted
	average Units outstanding                                              |                                                                                                 |   | 467,350,655               |           |      |   | 346,087,554 |           |  |   | 388,543,114 |           |  |   | 305,567,221 |          
|                                            
|                                            
|                                            
|                                            
|                                             | Effect of dilutive securities:                                                                                                                                         |                                                                                                 |   |                           |           |      |   |             |           |  |   |             |           |  |   |             |          
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                                                                                        | Units issuable upon exercise of Equity Office
	share options, put options and restricted shares |   |                           | 3,658,446 |      |   |             | 3,406,707 |  |   |             | 3,077,708 |  |   |             | 2,848,945 | 
|                                             |                                                                                                                                                                        |                                                                                                 |   |                           |           |      |   |             |           |  |   |             |           |  |   |            
|                                             | Denominator for net income available per weighted
	average Unit and unit equivalents outstanding 
	Diluted  weighted average Units and unit equivalents
	outstanding |                                                                                                 |   | 471,009,101               |           |      |   | 349,494,261 |           |  |   | 391,620,822 |           |  |   | 308,416,166 |          
|                                             |                                                                                                                                                                        |                                                                                                 |   |                           |           |      |   |             |           |  |   |             |           |  |   |            

13



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


|                                                                                           |                                                                                                                                            |                            |   |                           |  |      |   |       |   |  |   |      |  |  |   |      | 
|------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | - | ------------------------- |  | ---- | - | ----- | - |  | - | ---- |  |  | - | ---- | 
|                                                                                           |                                                                                                                                            |                            |   |                          
|                                                                                           |                                                                                                                                            | For the three months ended |   | For the nine months ended
|                                                                                           |                                                                                                                                            | September 30,              |   | September 30,            
|                                                                                           |                                                                                                                                            |                            |   |                          
|(Dollars in thousands, except per unit data)                                               |                                                                                                                                            | 2001                       |   | 2000                      |  | 2001 |   | 2000 
|                                                                                           |                                                                                                                                            |                            |   |                           |  |      |   |      
|Net income available per weighted average Unit
	outstanding  Basic:                       |                                                                                                                                            |                            |   |                           |  |      |   |       |   |  |   |      |  |  |   |     
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Net income before net gain/(loss) on sales of
	real estate, extraordinary items and cumulative effect of a
	change in accounting principle |                            | $ | 0.46                      |  |      | $ | 0.35  |   |  | $ | 1.26 |  |  | $ | 1.08 | 
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Net gain/(loss) on sales of real estate                                                                                                    |                            |   | 0.03                      |  |      |   | (0.01 | ) |  |   | 0.04 |  |  |   | 0.11 | 
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Extraordinary items                                                                                                                        |                            |   |                          |  |      |   |      |   |  |   |     |  |  |   |     | 
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Cumulative effect of a change in accounting
	principle                                                                                     |                            |   |                          |  |      |   |      |   |  |   |     |  |  |   |     | 
|                                                                                           |                                                                                                                                            |                            |   |                           |  |      |   |       |   |  |   |      |  |  |   |     
|                                                                                           | Net income available per weighted average Unit
	outstanding  Basic                                                                        |                            | $ | 0.49                      |  |      | $ | 0.34  |   |  | $ | 1.30 |  |  | $ | 1.19 | 
|                                                                                           |                                                                                                                                            |                            |   |                           |  |      |   |       |   |  |   |      |  |  |   |     
|Net income available per weighted average Unit
	and unit equivalent outstanding  Diluted: |                                                                                                                                            |                            |   |                           |  |      |   |       |   |  |   |      |  |  |   |     
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Net income before net gain/(loss) on sales of
	real estate, extraordinary items and cumulative effect of a
	change in accounting principle |                            | $ | 0.46                      |  |      | $ | 0.35  |   |  | $ | 1.25 |  |  | $ | 1.07 | 
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Net gain/(loss) on sales of real estate                                                                                                    |                            |   | 0.03                      |  |      |   | (0.01 | ) |  |   | 0.04 |  |  |   | 0.11 | 
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Extraordinary items                                                                                                                        |                            |   |                          |  |      |   |      |   |  |   |     |  |  |   |     | 
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Cumulative effect of a change in accounting
	principle                                                                                     |                            |   |                          |  |      |   |      |   |  |   |     |  |  |   |     | 
|                                                                                           |                                                                                                                                            |                            |   |                           |  |      |   |       |   |  |   |      |  |  |   |     
|                                                                                           | Net income available per weighted average Unit
	and unit equivalent outstanding  Diluted                                                  |                            | $ | 0.49                      |  |      | $ | 0.34  |   |  | $ | 1.29 |  |  | $ | 1.18 | 
|                                                                                           |                                                                                                                                            |                            |   |                           |  |      |   |       |   |  |   |      |  |  |   |     

The following securities on a weighted average
basis were not included in the computation of net income
available per weighted average Unit and unit equivalent
outstanding since they would have an antidilutive effect:

|                         |       |                  |        |                      |  |                           |           |            |  |      |           |            |  |  |           |            |  |  |           |            | 
|------------------------ | ----- | ---------------- | ------ | -------------------- |  | ------------------------- | --------- | ---------- |  | ---- | --------- | ---------- |  |  | --------- | ---------- |  |  | --------- | ---------- | 
|                         |       |                  |        |                      |  |                          
|                         |       |                  |        | For the three months |  | For the nine months ended
|                         |       |                  |        | ended September 30,  |  | September 30,            
|                         |       | Weighted Average |        |                      |  |                          
|Antidilutive Securities  |       | Exercise Price   |        | 2001                 |  | 2000                      |           | 2001       |  | 2000
|                         |       |                  |        |                      |  |                           |           |            |  |     
|Share options            |       | $                | 32.930 |                      |  |                           | 660,000   |            |  |      |          |            |  |  |          |            |  |  |          |           
|                        
|                        
|                        
|                        
|Share options            |       | $                | 30.350 |                      |  |                           |          |            |  |      |          |            |  |  | 4,657,781 |            |  |  |          |           
|                        
|                        
|                        
|                        
|Share options            |       | $                | 32.870 |                      |  |                           |          |            |  |      | 678,200   |            |  |  |          |            |  |  |          |           
|                        
|                        
|                        
|                        
|Share options            |       | $                | 30.010 |                      |  |                           |          |            |  |      |          |            |  |  |          |            |  |  | 3,391,371 |           
|                        
|                        
|                        
|                        
|Series B Preferred Units |       | $                | 35.700 |                      |  |                           | 5,990,000 |            |  |      | 6,000,000 |            |  |  | 5,993,187 |            |  |  | 6,000,000 |           
|                        
|                        
|                        
|                        
|Warrants                 |       | $                | 39.375 |                      |  |                           | 5,000,000 |            |  |      | 5,000,000 |            |  |  | 5,000,000 |            |  |  | 5,000,000 |           
|                         |       |                  |        |                      |  |                           |           |            |  |      |           |            |  |  |           |            |  |  |           |           
|                         | Total |                  |        |                      |  |                           |           | 11,650,000 |  |      |           | 11,678,200 |  |  |           | 15,650,968 |  |  |           | 14,391,371 | 
|                         |       |                  |        |                      |  |                           |           |            |  |      |           |            |  |  |           |            |  |  |           |           

14



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


NOTE 11  SEGMENT
INFORMATION

As discussed in Note 1, EOP
Partnerships primary business is the ownership and
operation of Office Properties. Management operates each Office
Property as an individual operating segment and has aggregated
these operating segments into a single operating segment for
financial reporting purposes due to the fact that all of the
individual operating segments have similar economic
characteristics. EOP Partnerships long-term tenants are in
a variety of businesses, and no single tenant is significant to
EOP Partnerships business. The property operating revenues
generated at the Corporate and Other Segment consists of
revenues earned by the Parking Facilities and the Industrial
Properties. The Other Revenues generated at the Corporate and
Other Segment consist primarily of fee income from the
management of office properties owned by third parties and
interest and dividend income on various investments.

|                                                                                                                                                       |                                           |                                          |            |           |   |              |           |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------- | ---------------------------------------- | ---------- | --------- | - | ------------ | --------- | ---------- | - | --------- | ---------- | ------------ | - | - | -------- | -------- | - | - | -------- | -------- | - | - | -------- | -------- | -
|                                                                                                                                                       |                                           |                                         
|                                                                                                                                                       |                                           | For the three months ended September 30,
|                                                                                                                                                       |                                           |                                         
|                                                                                                                                                       |                                           |                                          |            |          
|                                                                                                                                                       |                                           | 2001                                     |            | 2000     
|                                                                                                                                                       |                                           |                                          |            |          
|                                                                                                                                                       |                                           | Office                                   |            | Corporate |   |              |           | Office     |   | Corporate |            |             
|(Dollars in thousands)                                                                                                                                 |                                           | Properties                               |            | and Other |   | Consolidated |           | Properties |   | and Other |            | Consolidated
|                                                                                                                                                       |                                           |                                          |            |           |   |              |           |            |   |           |            |             
|Property operating revenues                                                                                                                            |                                           | $                                        | 842,658    |           |   | $            | 34,845    |            |   | $         | 877,503    |              |   | $ | 624,760  |          |   | $ | 4,427    |          |   | $ | 629,187  |         
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|Property operating expenses                                                                                                                            |                                           |                                          | (272,296   | )         |   |              | (4,231    | )          |   |           | (276,527   | )            |   |   | (216,814 | )        |   |   | (1,225   | )        |   |   | (218,039 | )       
|                                                                                                                                                       |                                           |                                          |            |           |   |              |           |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|                                                                                                                                                       | Net operating income                      |                                          |            | 570,362   |   |              |           | 30,614     |   |           |            | 600,976      |   |   |          | 407,946  |   |   |          | 3,202    |   |   |          | 411,148  |  
|                                                                                                                                                       |                                           |                                          |            |           |   |              |           |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|Adjustments to arrive at net income:                                                                                                                   |                                           |                                          |            |           |   |              |           |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                       | Other revenues                            |                                          |            | 491       |   |              |           | 15,661     |   |           |            | 16,152       |   |   |          | 1,062    |   |   |          | 11,052   |   |   |          | 12,114   |  
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                       | Interest expense(1)                       |                                          |            | (48,595   | ) |              |           | (157,447   | ) |           |            | (206,042     | ) |   |          | (54,490  | ) |   |          | (101,943 | ) |   |          | (156,433 | )
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                       | Depreciation and amortization             |                                          |            | (149,239  | ) |              |           | (9,326     | ) |           |            | (158,565     | ) |   |          | (114,668 | ) |   |          | (5,070   | ) |   |          | (119,738 | )
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                       | Ground rent                               |                                          |            | (5,111    | ) |              |           |           |   |           |            | (5,111       | ) |   |          | (2,926   | ) |   |          |         |   |   |          | (2,926   | )
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                       | General and administrative                |                                          |            | (104      | ) |              |           | (31,510    | ) |           |            | (31,614      | ) |   |          | (31      | ) |   |          | (24,683  | ) |   |          | (24,714  | )
|                                                                                                                                                       |                                           |                                          |            |           |   |              |           |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|                                                                                                                                                       | Total adjustments to arrive at net income |                                          |            | (202,558  | ) |              |           | (182,622   | ) |           |            | (385,180     | ) |   |          | (171,053 | ) |   |          | (120,644 | ) |   |          | (291,697 | )
|                                                                                                                                                       |                                           |                                          |            |           |   |              |           |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures and net
	gain/ (loss) on sales of real estate |                                           |                                          | 367,804    |           |   |              | (152,008  | )          |   |           | 215,796    |              |   |   | 236,893  |          |   |   | (117,442 | )        |   |   | 119,451  |         
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|Minority interests                                                                                                                                     |                                           |                                          | (2,006     | )         |   |              |          |            |   |           | (2,006     | )            |   |   | (1,559   | )        |   |   | (99      | )        |   |   | (1,658   | )       
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|Income from investment in unconsolidated joint
	ventures                                                                                               |                                           |                                          | 16,713     |           |   |              | (279      | )          |   |           | 16,434     |              |   |   | 15,699   |          |   |   | 1,163    |          |   |   | 16,862   |         
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|Net gain/(loss) on sales of real estate                                                                                                                |                                           |                                          | 14,854     |           |   |              |          |            |   |           | 14,854     |              |   |   | (3,702   | )        |   |   | (569     | )        |   |   | (4,271   | )       
|                                                                                                                                                       |                                           |                                          |            |           |   |              |           |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|Net income                                                                                                                                             |                                           | $                                        | 397,365    |           |   | $            | (152,287  | )          |   | $         | 245,078    |              |   | $ | 247,331  |          |   | $ | (116,947 | )        |   | $ | 130,384  |         
|                                                                                                                                                       |                                           |                                          |            |           |   |              |           |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|Capital and tenant improvements                                                                                                                        |                                           | $                                        | 108,901    |           |   | $            | 4,827     |            |   | $         | 113,728    |              |   | $ | 61,592   |          |   | $ | 8,955    |          |   | $ | 70,547   |         
|                                                                                                                                                       |                                           |                                          |            |           |   |              |           |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|Total assets                                                                                                                                           |                                           | $                                        | 24,078,302 |           |   | $            | 2,192,044 |            |   | $         | 26,270,346 |              |   |   |          |          |   |   |          |          |   |   |          |         
|                                                                                                                                                       |                                           |                                          |            |           |   |              |           |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         

15



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


|                                                                                                                                                                                                                          |                                           |                                         |            |           |   |              |           |            |   |           |            |              |   |   |           |           |   |   |          |          |   |   |           |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | --------------------------------------- | ---------- | --------- | - | ------------ | --------- | ---------- | - | --------- | ---------- | ------------ | - | - | --------- | --------- | - | - | -------- | -------- | - | - | --------- | --------- | -
|                                                                                                                                                                                                                          |                                           |                                        
|                                                                                                                                                                                                                          |                                           | For the nine months ended September 30,
|                                                                                                                                                                                                                          |                                           |                                        
|                                                                                                                                                                                                                          |                                           |                                         |            |          
|                                                                                                                                                                                                                          |                                           | 2001                                    |            | 2000     
|                                                                                                                                                                                                                          |                                           |                                         |            |          
|                                                                                                                                                                                                                          |                                           | Office                                  |            | Corporate |   |              |           | Office     |   | Corporate |            |             
|(Dollars in thousands)                                                                                                                                                                                                    |                                           | Properties                              |            | and Other |   | Consolidated |           | Properties |   | and Other |            | Consolidated
|                                                                                                                                                                                                                          |                                           |                                         |            |           |   |              |           |            |   |           |            |             
|Property operating revenues                                                                                                                                                                                               |                                           | $                                       | 2,133,396  |           |   | $            | 43,527    |            |   | $         | 2,176,923  |              |   | $ | 1,553,779 |           |   | $ | 22,072   |          |   | $ | 1,575,851 |          
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|Property operating expenses                                                                                                                                                                                               |                                           |                                         | (700,434   | )         |   |              | (6,670    | )          |   |           | (707,104   | )            |   |   | (532,331  | )         |   |   | (6,506   | )        |   |   | (538,837  | )        
|                                                                                                                                                                                                                          |                                           |                                         |            |           |   |              |           |            |   |           |            |              |   |   |           |           |   |   |          |          |   |   |           |          
|                                                                                                                                                                                                                          | Net operating income                      |                                         |            | 1,432,962 |   |              |           | 36,857     |   |           |            | 1,469,819    |   |   |           | 1,021,448 |   |   |          | 15,566   |   |   |           | 1,037,014 |  
|                                                                                                                                                                                                                          |                                           |                                         |            |           |   |              |           |            |   |           |            |              |   |   |           |           |   |   |          |          |   |   |           |          
|Adjustments to arrive at net income:                                                                                                                                                                                      |                                           |                                         |            |           |   |              |           |            |   |           |            |              |   |   |           |           |   |   |          |          |   |   |           |          
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                          | Other revenues                            |                                         |            | 3,027     |   |              |           | 40,319     |   |           |            | 43,346       |   |   |           | 1,906     |   |   |          | 29,271   |   |   |           | 31,177    |  
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                          | Interest expense(1)                       |                                         |            | (152,527  | ) |              |           | (368,376   | ) |           |            | (520,903     | ) |   |           | (112,825  | ) |   |          | (255,443 | ) |   |           | (368,268  | )
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                          | Depreciation and amortization             |                                         |            | (391,377  | ) |              |           | (18,771    | ) |           |            | (410,148     | ) |   |           | (287,408  | ) |   |          | (12,633  | ) |   |           | (300,041  | )
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                          | Ground rent                               |                                         |            | (11,568   | ) |              |           |           |   |           |            | (11,568      | ) |   |           | (7,369    | ) |   |          | (19      | ) |   |           | (7,388    | )
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                          | General and administrative                |                                         |            | (1,481    | ) |              |           | (82,529    | ) |           |            | (84,010      | ) |   |           | (398      | ) |   |          | (66,056  | ) |   |           | (66,454   | )
|                                                                                                                                                                                                                          |                                           |                                         |            |           |   |              |           |            |   |           |            |              |   |   |           |           |   |   |          |          |   |   |           |          
|                                                                                                                                                                                                                          | Total adjustments to arrive at net income |                                         |            | (553,926  | ) |              |           | (429,357   | ) |           |            | (983,283     | ) |   |           | (406,094  | ) |   |          | (304,880 | ) |   |           | (710,974  | )
|                                                                                                                                                                                                                          |                                           |                                         |            |           |   |              |           |            |   |           |            |              |   |   |           |           |   |   |          |          |   |   |           |          
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures, net
	gain on sales of real estate, extraordinary items and cumulative
	effect of change in accounting principle |                                           |                                         | 879,036    |           |   |              | (392,500  | )          |   |           | 486,536    |              |   |   | 615,354   |           |   |   | (289,314 | )        |   |   | 326,040   |          
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|Minority interests                                                                                                                                                                                                        |                                           |                                         | (6,612     | )         |   |              |          |            |   |           | (6,612     | )            |   |   | (2,685    | )         |   |   | (1,457   | )        |   |   | (4,142    | )        
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|Income from investment in unconsolidated joint
	ventures                                                                                                                                                                  |                                           |                                         | 48,169     |           |   |              | 1,555     |            |   |           | 49,724     |              |   |   | 38,779    |           |   |   | 2,846    |          |   |   | 41,625    |          
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|Net gain on sales of real estate                                                                                                                                                                                          |                                           |                                         | 14,854     |           |   |              |          |            |   |           | 14,854     |              |   |   | 36,589    |           |   |   |         |          |   |   | 36,589    |          
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|Extraordinary items                                                                                                                                                                                                       |                                           |                                         |           |           |   |              |          |            |   |           |           |              |   |   | (611      | )         |   |   | (264     | )        |   |   | (875      | )        
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|Cumulative effect of change in accounting
	principle                                                                                                                                                                      |                                           |                                         | (1,142     | )         |   |              |          |            |   |           | (1,142     | )            |   |   |          |           |   |   |         |          |   |   |          |          
|                                                                                                                                                                                                                          |                                           |                                         |            |           |   |              |           |            |   |           |            |              |   |   |           |           |   |   |          |          |   |   |           |          
|Net income                                                                                                                                                                                                                |                                           | $                                       | 934,305    |           |   | $            | (390,945  | )          |   | $         | 543,360    |              |   | $ | 687,426   |           |   | $ | (288,189 | )        |   | $ | 399,237   |          
|                                                                                                                                                                                                                          |                                           |                                         |            |           |   |              |           |            |   |           |            |              |   |   |           |           |   |   |          |          |   |   |           |          
|Capital and tenant improvements                                                                                                                                                                                           |                                           | $                                       | 215,762    |           |   | $            | 26,711    |            |   | $         | 242,473    |              |   | $ | 165,459   |           |   | $ | 18,090   |          |   | $ | 183,549   |          
|                                                                                                                                                                                                                          |                                           |                                         |            |           |   |              |           |            |   |           |            |              |   |   |           |           |   |   |          |          |   |   |           |          
|Total assets                                                                                                                                                                                                              |                                           | $                                       | 24,078,302 |           |   | $            | 2,192,044 |            |   | $         | 26,270,346 |              |   |   |           |           |   |   |          |          |   |   |           |          
|                                                                                                                                                                                                                          |                                           |                                         |            |           |   |              |           |            |   |           |            |              |   |   |           |           |   |   |          |          |   |   |           |          






|    |                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(1) | Interest expense for the Office Properties does
	not include an allocation of interest expense on corporate
	unsecured debt.

16



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


NOTE 12  PRO FORMA STATEMENTS OF
OPERATIONS (UNAUDITED)

The pro forma data presented below are included
to illustrate the effect of EOP Partnerships operations as
a result of the Spieker Merger and the $1.4 billion
unsecured notes offering that occurred in July 2001 as if they
had happened on January 1, 2000. The pro forma condensed
combined statements of operations have been prepared by
management of EOP Partnership and do not purport to be
indicative of the results which actually would have been
obtained had the Spieker Merger and the notes offering been
completed on January 1, 2000, or which may be obtained in
the future.

|                                                                                                                                                                                   |  |                           |             |      |  |   |             | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | ----------- | ---- |  | - | ----------- | 
|                                                                                                                                                                                   |  |                          
|                                                                                                                                                                                   |  | For the nine months ended
|                                                                                                                                                                                   |  | September 30, 2001       
|                                                                                                                                                                                   |  |                          
|(Dollars in thousands)                                                                                                                                                             |  | 2001                      |             | 2000
|                                                                                                                                                                                   |  |                           |             |     
|Total revenues                                                                                                                                                                     |  | $                         | 2,661,714   |      |  | $ | 2,163,959   | 
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Net income before extraordinary items and
	cumulative effect of a change in accounting principle available
	for Units                                                              |  | $                         | 664,195     |      |  | $ | 548,162     | 
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Net income before extraordinary items and
	cumulative effect of a change in accounting principle available
	per weighted average Unit outstanding  Basic                          |  | $                         | 1.42        |      |  | $ | 1.29        | 
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Weighted average Units outstanding 
	Basic                                                                                                                                        |  |                           | 467,243,874 |      |  |   | 423,835,833 | 
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Net income before extraordinary items and
	cumulative effect of a change in accounting principle available
	per weighted averaged Unit and unit equivalents
	outstanding  Diluted |  | $                         | 1.41        |      |  | $ | 1.28        | 
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Weighted average Units and unit equivalents
	outstanding  Diluted                                                                                                                 |  |                           | 470,730,754 |      |  |   | 427,182,170 | 

NOTE 13  COMMITMENTS AND
CONTINGENCIES



| |                             
| | ----------------------------
| | Concentration of Credit Risk

EOP Partnership maintains its cash and cash
equivalents at financial institutions. The combined account
balances at each institution typically exceed FDIC insurance
coverage and, as a result, there is a concentration of credit
risk related to amounts on deposit in excess of FDIC insurance
coverage. Management of EOP Partnership believes that this risk
is not significant.



| |              
| | -------------
| | Environmental

EOP Partnership, as an owner of real estate, is
subject to various environmental laws of federal and local
governments. Compliance by EOP Partnership with existing laws
has not had a material adverse effect on EOP Partnerships
financial condition and results of operations, and management
does not believe it will have such an impact in the future.
However, EOP Partnership cannot predict the impact of unforeseen
environmental contingencies or new or changed laws or
regulations on its current Properties or on properties that it
may acquire in the future.



| |           
| | ----------
| | Litigation

Neither EOP Partnership nor any of its Properties
is presently subject to material litigation nor, to EOP
Partnerships knowledge, is any material litigation
threatened against EOP Partnership or any of the Properties,
other than routine actions for negligence and other claims and
administrative proceedings arising in the ordinary course of
business, some of which are expected to be covered by liability
insurance and all of which collectively are not expected to have
a material adverse effect on the liquidity, results of
operations, or business or financial condition of EOP
Partnership.

17



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




| |          
| | ---------
| | Insurance

EOP Partnership has deductible amounts on
insurance policies related to property damage and general
liability losses that may be incurred at the Properties and has
third party insurance coverage for specified amounts above the
deductible amounts, including acts of terrorism. There can be no
assurance, however, that insurance coverage for acts of
terrorism will be available in the future.

EOP Partnership carries earthquake insurance on
all of the Properties, including those located in California and
Washington, subject to coverage limitations which EOP
Partnership believes are commercially reasonable. No assurance
can be given that material losses in excess of insurance
proceeds will not occur in the future.



| |            
| | -----------
| | Commitments

In accordance with the agreement governing the
investment in Wright Runstad Associates Limited Partnership
(WRALP), EOP Partnership agreed to make available to
WRALP up to $20.0 million in additional financing or credit
support for future development. As of September 30, 2001,
no amounts have been funded pursuant to this agreement. However,
EOP Partnership has guaranteed WRALPs line of credit,
which has an outstanding balance of approximately
$14.5 million as of September 30, 2001.



| |              
| | -------------
| | Contingencies

A full building tenant at one of the Properties
had certain construction work done to the Property. The tenant
filed for bankruptcy protection in September 2001 after a
substantial amount of work had been completed. Certain
subcontractors of the tenants general contractor have
filed documentation in the real property records where the
Property is located indicating that those contractors have not
been paid for work allegedly done on the Property. These filings
may constitute or result in liens against the Property. The
aggregate amount of such liens may range up to
$15.0 million. In the event the tenant or its bankruptcy
estate does not or is unable to pay amounts due to contractors
holding valid lien claims, it is possible that one or more of
the contractors may assert that Equity Office may be obligated
to satisfy such contractors claims in order to remove such
liens. There can be no assurance that Equity Office will be able
to recover from the tenant or the tenants bankruptcy
estate any amounts paid to satisfy any liens. Based on the
uncertainty regarding the outcome of the matter no amounts have
been accrued.

Certain Properties owned in joint ventures with
unaffiliated parties have buy/ sell options that may be
exercised to acquire the other partners interest by either
EOP Partnership or its joint venture partner if certain
conditions are met as set forth in the respective joint venture
agreement.

In connection with the acquisition of certain
Properties, EOP Partnership has agreed not to sell such
Properties in a taxable transaction for a period of time as
defined in their respective agreements, or EOP Partnership may
be obligated to make additional payments to the respective
sellers.

NOTE 14  SUBSEQUENT
EVENTS



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | In connection with the acquisition of Worldwide
	Plaza on October 1, 1998, EOP Partnership issued a
	transferable put option on the 6,861,166 Units issued in the
	transaction, which was exercisable only on the third anniversary
	of closing with an estimated fair value of approximately
	$27.4 million. This option entitled its holder to
	additional Common Shares, the number of which would be
	determined using a formula based on the extent, if any, that the
	Common Shares were trading at less than $29.05 per share.
	The put option expired on October 1, 2001 and had no effect
	on EOP Partnership.

18



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | In October 2001, EOP Partnership entered into two
	interest rate swap agreements. These fair value hedges converted
	$250 million of 6.5% unsecured notes until their maturity
	on June 15, 2004 from a fixed interest rate to a variable
	interest rate. The terms of the interest rate swaps require
	semiannual settlements on June 15 and December 15 which are
	also the interest payment dates for the $250 million notes.
	The counterparty is the fixed ratepayer and EOP Partnership is
	the variable ratepayer. The notional amount of one swap is
	$100 million and the variable rate is based on 6-month
	LIBOR set in arrears plus 224.75 basis points. The notional
	amount of the second swap is $150 million and the variable
	rate is based on a 6-month LIBOR set in arrears plus 227.45
	basis points.
|  
|   | EOP Partnership also entered into a third
	interest rate swap agreement in October 2001. This fair value
	hedge converted $300 million of 6.63% unsecured notes until
	their maturity on February 15, 2005 from a fixed interest
	rate to a variable interest rate. The terms of the interest rate
	swap require semiannual settlements on February 15 and
	August 15 which are also the interest payment dates for the
	$300  million notes. The counterparty is the fixed
	ratepayer and EOP Partnership is the variable ratepayer. The
	variable rate is based on 6-month LIBOR set in arrears plus
	216.6 basis points.                                                                                                                                                                                              
|  
|   | In accordance with FAS 133 the above
	interest rate swaps and the respective unsecured notes the swaps
	hedge will be reflected at market value. Any market adjustment
	on the swaps will be reflected in other assets or other
	liabilities, and the corresponding market adjustment on the
	unsecured notes will be reflected as either a discount or
	premium on unsecured notes. Because the swaps are considered a
	perfectly effective hedge, there will be no effect on net income
	from the mark to market adjustments.                                                                                                                                                                                                                                                                                          
|  
|3. | In October 2001, Equity Office elected to
	redeem all of the 4,250,000 outstanding Series D preferred
	units of EOP Partnership owned by Equity Office on
	November 14, 2001 at a redemption price of $25.00 per
	unit, plus accrued and unpaid distributions for the period from
	October 1, 2001 to the redemption date of
	$0.2821875 per unit, without interest, for an aggregate
	redemption price of $25.2821875 per unit.                                                                                                                                                                                                                                                                                                                                                                                         
|  
|4. | On October 17, 2001, EOP Partnership
	acquired the Three Lafayette Centre office building from an
	unaffiliated party for approximately $68.0  million. The
	property is located in Washington D.C. and consists of
	approximately 259,441 square feet.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|5. | On October 26, 2001, EOP Partnership sold a
	parcel of land acquired in the Spieker Merger located in
	San Jose, CA for approximately $15.9 million. There
	was no gain or loss on this sale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|6. | On October 30, 2001, EOP Partnership sold
	the Columbia Commerce Park IV and V industrial properties
	for approximately $24.5 million. These industrial
	properties are located in Portland, OR and consist of
	562,888 square feet. There was no gain or loss on the sale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

19



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##### Table of Contents








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|ITEM 2. | Managements Discussion and Analysis
	of Financial Condition and Results of 
	Operations.

Overview

The following discussion and analysis of the
consolidated financial condition and consolidated results of
operations should be read together with the consolidated
financial statements of EOP Partnership and notes thereto
contained in this Form 10-Q. Terms employed herein as
defined terms, but without definition, shall have the meaning
set forth in the notes to the financial statements. Statements
contained in this Managements Discussion and
Analysis of Financial Condition and Results of
Operations, including, without limitation, the
Market Risk and
Developments disclosures, which are not
historical fact may be forward-looking statements. Such
statements (none of which is intended as a guarantee of
performance) are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those
projected or anticipated. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of September 30, 2001. Among the factors about
which EOP Partnership has made assumptions are the following:



| |   |                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Future general economic conditions, including
	those affecting industries in which EOP Partnerships
	principal tenants compete;                     
|
| |  | The extent of any tenant bankruptcies that may
	occur;                                                                                               
|
| |  | Effect of uncertainties impacting businesses in
	which EOP Partnership has previously invested;                                                      
|
| |  | EOP Partnerships ability to timely lease or
	re-lease space at current or anticipated rents;                                                        
|
| |  | EOP Partnerships ability to achieve
	economies of scale over time;                                                                                  
|
| |  | Changes in interest rates;                                                                                                                           
|
| |  | Changes in operating expenses, including utility,
	insurance and security costs;                                                                     
|
| |  | EOP Partnerships ability to obtain adequate
	insurance for any terrorist acts that may occur;                                                       
|
| |  | EOP Partnerships ability to attract and
	retain high quality personnel at a reasonable cost;                                                        
|
| |  | Future demand for EOP Partnerships debt and
	equity securities;                                                                                     
|
| |  | EOP Partnerships ability to complete and
	lease current and future development projects on schedule, on
	budget and in accordance with expectations;
|
| |  | The availability of new competitive supply,
	including competitive supply which may be available by way of
	sublease; and                            
|
| |  | The extent of future demand for high-rise and
	other office space in the markets in which EOP Partnership has a
	presence.                           

During the nine months ended September 30,
2001, EOP Partnership completed the following key transactions:



| |   |                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Acquired Spieker Properties, L.P., (Spieker
	Partnership) for approximately $7.2 billion;                                                                                                                                                                             
|
| |  | Issued $1.4 billion of unsecured notes in
	two tranches of $1.1 billion of 7.00% notes due 2011
	at an all-in cost of 6.86% and $300 million of
	7.875% notes due 2031 at an all-in cost of 7.94%;                                                                      
|
| |  | Increased the quarterly unit distribution 11%
	from $0.45 to $0.50 per Unit;  and                                                                                                                                                                                       
|
| |  | Terminated two interest rate swap agreements
	providing proceeds of approximately $51.1 million that
	resulted in lowering the effective interest rate on
	$400 million of unsecured notes from 7.02% to 5.89% and
	$500 million of unsecured notes from 7.16% to 6.86%.

On October 3, 2001, Standard and Poors
(S&P) announced that REITs were now eligible for
its U.S. indices, including the S&P 500 Index. S&P
concurrently announced that Equity Office would replace

20



---



##### Table of Contents



Texaco Inc. in the S&P 500 Index as of the
close of trading on Tuesday, October 9, 2001. Equity Office
is the first REIT to be included in the S&P 500.


Spieker Merger

On July 2, 2001, Spieker Properties, Inc.
(Spieker) merged into Equity Office and Spieker
Partnership, Spiekers operating partnership subsidiary,
merged into EOP Partnership (collectively, the Spieker
Merger). The transaction values Spieker (including the
outside interests in Spieker Partnership) at approximately
$7.2 billion, which includes transaction costs, the
assumption of approximately $2.1 billion in debt and the
issuance of 14.25 million of EOP Partnership preferred
units valued at approximately $356.3 million. EOP
Partnership paid approximately $1.1 billion in cash, Equity
Office issued approximately 101.5 million Common Shares and
EOP Partnership issued approximately 16.7 million
additional Units valued at $29.29 per share/ Unit. EOP
Partnership financed the $1.1 billion cash portion of the
purchase price using a combination of available cash and a new
$1.0 billion bridge loan facility that was entered into
before the closing of the Merger. The $1.0 billion bridge
loan facility had a term of 364 days and an interest rate
based on LIBOR plus 80 basis points, subject to EOP
Partnerships credit rating. The $1.0 billion bridge
loan facility was repaid in full with the net proceeds from the
issuance of $1.4 billion of senior unsecured notes and
terminated (see Unsecured Notes below for more
information).

Through the Spieker Merger, EOP Partnership
acquired 293 Office Properties consisting of approximately
26.1 million square feet, 100 Industrial Properties
consisting of approximately 12.3 million square feet and
Spiekers development properties.

Shortly after completion of the Spieker Merger,
Equity Office expanded its Board of Trustees from 13 to
16 members. The new members are Warren E. Spieker, Jr.,
previous chairman of Spieker, and Craig G. Vought and John A.
Foster, previous Co-Chief Executive Officers of Spieker.

During the third quarter, EOP Partnership sold 16
industrial properties that were acquired in the Spieker Merger
for approximately $177.0 million. There was no gain or loss
on the sale of these properties. The industrial properties were
located in California and Oregon and consisted of approximately
3.4 million square feet.

Results of Operations



| |        
| | -------
| | General

The following discussion is based primarily on
the consolidated financial statements of EOP Partnership as of
September 30, 2001 and for the three and nine months ended
September 30, 2001 and 2000.

EOP Partnership receives income primarily from
rental revenue from the Office Properties, including
reimbursements from tenants for certain operating costs, from
parking revenue from Office Properties and Parking Facilities
and from rental revenue from Industrial Properties. As a result
of the current slowdown in economic activity, there has been an
increase in vacancy rates for office space in most major markets
in which EOP Partnership owns properties. Overall, EOP
Partnerships top 20 markets, representing approximately
95% of net operating income, experienced a 1.6% increase in
vacancy during the third quarter to 11.9%. In particular, EOP
Partnerships top five markets (San Francisco, Boston, San
Jose, Seattle and Chicago) which represent approximately 49% of
net operating income, experienced vacancy increases ranging from
1.3% in Chicago to 4.5% in San Francisco. Sublease space, which
is included in the vacancy rate, increased by 0.2% to 3.1% of
the office stock in EOP Partnerships top 20 markets. Among
EOP Partnerships top five markets, vacant sublease space
ranges from 3.3% in Chicago to 5.9% in San Francisco, the
nations highest subleasing rate. The rise in vacancy has
resulted in declining office rents. Published sources report
that office rents have declined by 6% in EOP Partnerships
top 20 markets, as compared to year end 2000. The majority of
this decline in rent is accounted for by San Francisco and San
Jose, where office rental rates have declined by more than 20%.
While market conditions within a particular metropolitan
statistical area may vary within various submarkets and property
classes, EOP Partnership believes the foregoing data are
illustrative of current market trends. EOP Partnership
believes that it is too soon to draw any conclusions about where
market rents

21



---



##### Table of Contents



ultimately will stabilize. Increases in overall
vacancy rates and the availability of sublease space and/or
declines in market rents could adversely affect EOP
Partnerships occupancy rates, the rents it can charge on
expiring leases as well as its revenues and operating results in
subsequent periods.


As a result of the terrorist acts on
September 11, 2001, EOP Partnership has realized
increased costs for property insurance and safety and security.
EOP Partnership believes that these increased costs will remain
higher than similar costs incurred in previous periods for the
foreseeable future. Substantially all of the office leases
require the tenant to pay, as additional rent, a portion of any
increases in operating expenses over a base amount. EOP
Partnership believes a significant portion of any such increase
will be offset by expense reimbursements from tenants.

Below is a summary of EOP Partnerships
acquisition and disposition activity since January 1, 2000.
The buildings and total square feet shown include Properties EOP
Partnership owns in joint ventures with other partners and
reflects the total square footage of the Properties. Excluding
the joint venture partners share of the square feet of
these Properties, EOP Partnership effectively owned
118.5 million square feet of office space as of
September 30, 2001.

|                                        |                                           |                   |     |                       |   |                    |             |              |   |         |    |        |   |  |           |            |   |  |    |     |   |  |        |        |  
|--------------------------------------- | ----------------------------------------- | ----------------- | --- | --------------------- | - | ------------------ | ----------- | ------------ | - | ------- | -- | ------ | - |  | --------- | ---------- | - |  | -- | --- | - |  | ------ | ------ | -
|                                        |                                           |                   |     |                       |   |                   
|                                        |                                           | Office Properties |     | Industrial Properties |   | Parking Facilities
|                                        |                                           |                   |     |                       |   |                   
|                                        |                                           |                   |     | Total Square          |   |                    |             | Total Square |   |        
|                                        |                                           | Buildings         |     | Feet                  |   | Buildings          |             | Feet         |   | Garages |    | Spaces
|                                        |                                           |                   |     |                       |   |                    |             |              |   |         |    |       
|Properties owned as of:                 |                                           |                   |     |                       |   |                    |             |              |   |         |    |        |   |  |           |            |   |  |    |     |   |  |        |       
|                                       
|                                       
|                                       
|                                       
|January 1, 2000                         |                                           |                   | 294 |                       |   |                    | 77,015,610  |              |   |         |   |        |   |  |          |            |   |  | 20 |     |   |  | 20,506 |       
|                                       
|                                       
|                                       
|                                       
|                                        | Cornerstone Merger and other acquisitions |                   |     | 85                    |   |                    |             | 20,980,290   |   |         |    |       |   |  |           |           |   |  |    |    |   |  |        |       |  
|                                       
|                                       
|                                       
|                                       
|                                        | Developments placed in service            |                   |     | 9                     |   |                    |             | 1,843,653    |   |         |    |       |   |  |           |           |   |  |    |    |   |  |        |       |  
|                                       
|                                       
|                                       
|                                       
|                                        | Dispositions                              |                   |     | (7                    | ) |                    |             | (964,136     | ) |         |    |       |   |  |           |           |   |  |    | (11 | ) |  |        | (6,992 | )
|                                       
|                                       
|                                       
|                                       
|                                        | Building remeasurements                   |                   |     |                      |   |                    |             | 120,577      |   |         |    |       |   |  |           |           |   |  |    |    |   |  |        | 730    |  
|                                        |                                           |                   |     |                       |   |                    |             |              |   |         |    |        |   |  |           |            |   |  |    |     |   |  |        |       
|December 31, 2000                       |                                           |                   | 381 |                       |   |                    | 98,995,994  |              |   |         |   |        |   |  |          |            |   |  | 9  |     |   |  | 14,244 |       
|                                       
|                                       
|                                       
|                                       
|                                        | Dispositions                              |                   |     | (1                    | ) |                    |             | (58,183      | ) |         |    |       |   |  |           |           |   |  |    |    |   |  |        |       |  
|                                       
|                                       
|                                       
|                                       
|                                        | Building remeasurements                   |                   |     |                      |   |                    |             | 45,486       |   |         |    |       |   |  |           |           |   |  |    |    |   |  |        |       |  
|                                        |                                           |                   |     |                       |   |                    |             |              |   |         |    |        |   |  |           |            |   |  |    |     |   |  |        |       
|June 30, 2001                           |                                           |                   | 380 |                       |   |                    | 98,983,297  |              |   |         |   |        |   |  |          |            |   |  | 9  |     |   |  | 14,244 |       
|                                       
|                                       
|                                       
|                                       
|                                        | Spieker Merger                            |                   |     | 293                   |   |                    |             | 26,080,670   |   |         |    | 100    |   |  |           | 12,306,053 |   |  |    |    |   |  |        |       |  
|                                       
|                                       
|                                       
|                                       
|                                        | Dispositions                              |                   |     | (4                    | ) |                    |             | (373,135     | ) |         |    | (16    | ) |  |           | (3,394,014 | ) |  |    |    |   |  |        |       |  
|                                       
|                                       
|                                       
|                                       
|                                        | Building remeasurements                   |                   |     |                      |   |                    |             | 14,537       |   |         |    |       |   |  |           | 91         |   |  |    |    |   |  |        |       |  
|                                        |                                           |                   |     |                       |   |                    |             |              |   |         |    |        |   |  |           |            |   |  |    |     |   |  |        |       
|September 30, 2001 (Total
	Portfolio) |                                           |                   | 669 |                       |   |                    | 124,705,369 |              |   |         | 84 |        |   |  | 8,912,130 |            |   |  | 9  |     |   |  | 14,244 |       
|                                        |                                           |                   |     |                       |   |                    |             |              |   |         |    |        |   |  |           |            |   |  |    |     |   |  |        |       

Primarily as a result of the Spieker Merger in
July 2001, EOP Partnerships acquisition of Cornerstone
Properties Limited Partnership (the Cornerstone
Merger) in June 2000 and the disposition of certain
properties, the financial data presented show significant
changes in revenues and expenses from period-to-period.
Therefore, EOP Partnership does not believe its
period-to-period financial data are necessarily comparable. The
following analysis shows changes attributable to Properties that
were held during the entire period for the periods being
compared (the Core Portfolio) and the changes
attributable to all Properties (the Total Portfolio).

As reflected in the tables below, property
revenues include rental revenues, reimbursements from tenants
for certain expenses, parking revenue and other property
operating revenues. Property operating expenses include real
estate taxes, insurance, repairs and maintenance and other
property operating expenses.

22



---



##### Table of Contents





| |                                                                               
| | ------------------------------------------------------------------------------
| | Comparison of the three months ended
	September 30, 2001 to September 30, 2000

The table below represents selected operating
information for the Total Portfolio and for the Core Portfolio
consisting of 369 Office Properties and nine Parking Facilities
acquired or placed in service on or prior to July 1, 2000.

|                                                                                                                                                        |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |     | 
|------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------- | ------- | -------------- |  | ---------- | ------- | ------- |  | --------- | ------- | ------- |  | ---------- | ------ | ------ |  | - | ------- | ------- |  | - | ------- | ------- |  | - | ------ | ------ |  |  | ----- | --- | 
|                                                                                                                                                        |                |                 |         |               
|                                                                                                                                                        |                | Total Portfolio |         | Core Portfolio
|                                                                                                                                                        |                |                 |         |               
|                                                                                                                                                        |                |                 |         | Increase/      |  | %          |         |         |  | Increase/ |         | %      
|(Dollars in thousands)                                                                                                                                  |                | 2001            |         | 2000           |  | (Decrease) |         | Change  |  | 2001      |         | 2000    |  | (Decrease) |        | Change
|                                                                                                                                                        |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |       
|Property revenues                                                                                                                                       |                | $               | 877,503 |                |  | $          | 629,187 |         |  | $         | 248,316 |         |  |            | 39.5   | %      |  | $ | 649,886 |         |  | $ | 619,297 |         |  | $ | 30,589 |        |  |  | 4.9   | %  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Fee income                                                                                                                                              |                |                 | 3,768   |                |  |            | 2,699   |         |  |           | 1,069   |         |  |            | 39.6   |        |  |   |        |         |  |   |        |         |  |   |       |        |  |  |      |    
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Interest/ dividend income                                                                                                                               |                |                 | 12,384  |                |  |            | 9,415   |         |  |           | 2,969   |         |  |            | 31.5   |        |  |   | 999     |         |  |   | 678     |         |  |   | 321    |        |  |  | 47.3  |    
|                                                                                                                                                        |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|                                                                                                                                                        | Total revenues |                 |         | 893,655        |  |            |         | 641,301 |  |           |         | 252,354 |  |            |        | 39.4   |  |   |         | 650,885 |  |   |         | 619,975 |  |   |        | 30,910 |  |  |       | 5.0 | 
|                                                                                                                                                        |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Interest expense                                                                                                                                        |                |                 | 206,042 |                |  |            | 156,433 |         |  |           | 49,609  |         |  |            | 31.7   |        |  |   | 53,865  |         |  |   | 55,090  |         |  |   | (1,225 | )      |  |  | (2.2  | )  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Depreciation and amortization                                                                                                                           |                |                 | 158,565 |                |  |            | 119,738 |         |  |           | 38,827  |         |  |            | 32.4   |        |  |   | 123,731 |         |  |   | 114,492 |         |  |   | 9,239  |        |  |  | 8.1   |    
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Property operating expenses                                                                                                                             |                |                 | 276,527 |                |  |            | 218,039 |         |  |           | 58,488  |         |  |            | 26.8   |        |  |   | 219,654 |         |  |   | 213,098 |         |  |   | 6,556  |        |  |  | 3.1   |    
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Ground rent                                                                                                                                             |                |                 | 5,111   |                |  |            | 2,926   |         |  |           | 2,185   |         |  |            | 74.7   |        |  |   | 3,195   |         |  |   | 2,926   |         |  |   | 269    |        |  |  | 9.2   |    
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|General and administrative                                                                                                                              |                |                 | 31,614  |                |  |            | 24,714  |         |  |           | 6,900   |         |  |            | 27.9   |        |  |   | 229     |         |  |   | 30      |         |  |   | 199    |        |  |  | 663.3 |    
|                                                                                                                                                        |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|                                                                                                                                                        | Total expenses |                 |         | 677,859        |  |            |         | 521,850 |  |           |         | 156,009 |  |            |        | 29.9   |  |   |         | 400,674 |  |   |         | 385,636 |  |   |        | 15,038 |  |  |       | 3.9 | 
|                                                                                                                                                        |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures and net
	gain/ (loss) on sales of real estate  |                |                 | 215,796 |                |  |            | 119,451 |         |  |           | 96,345  |         |  |            | 80.7   |        |  |   | 250,211 |         |  |   | 234,339 |         |  |   | 15,872 |        |  |  | 6.8   |    
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Minority interests                                                                                                                                      |                |                 | (2,006  | )              |  |            | (1,658  | )       |  |           | (348    | )       |  |            | 21.0   |        |  |   | (2,006  | )       |  |   | (1,677  | )       |  |   | (329   | )      |  |  | 19.6  |    
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Income from investment in unconsolidated joint
	ventures                                                                                                |                |                 | 16,434  |                |  |            | 16,862  |         |  |           | (428    | )       |  |            | (2.5   | )      |  |   | 14,624  |         |  |   | 16,162  |         |  |   | (1,538 | )      |  |  | (9.5  | )  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Net gain/(loss) on sales of real estate                                                                                                                 |                |                 | 14,854  |                |  |            | (4,271  | )       |  |           | 19,125  |         |  |            | (447.8 | )      |  |   |        |         |  |   |        |         |  |   |       |        |  |  |      |    
|                                                                                                                                                        |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Net income                                                                                                                                              |                | $               | 245,078 |                |  | $          | 130,384 |         |  | $         | 114,694 |         |  |            | 88.0   | %      |  | $ | 262,829 |         |  | $ | 248,824 |         |  | $ | 14,005 |        |  |  | 5.6   | %  
|                                                                                                                                                        |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Property revenues less property operating
	expenses before interest expense, depreciation and amortization,
	ground rent and general and administrative |                | $               | 600,976 |                |  | $          | 411,148 |         |  | $         | 189,828 |         |  |            | 46.2   | %      |  | $ | 430,232 |         |  | $ | 406,199 |         |  | $ | 24,033 |        |  |  | 5.9   | %  
|                                                                                                                                                        |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Net deferred rental revenue                                                                                                                             |                | $               | 21,158  |                |  | $          | 21,516  |         |  | $         | (358    | )       |  |            | (1.7   | )%     |  | $ | 11,508  |         |  | $ | 21,339  |         |  | $ | (9,831 | )      |  |  | (46.1 | )% 
|                                                                                                                                                        |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Lease termination fees                                                                                                                                  |                | $               | 7,390   |                |  | $          | 2,975   |         |  | $         | 4,415   |         |  |            | 148.4  | %      |  | $ | 5,887   |         |  | $ | 2,975   |         |  | $ | 2,912  |        |  |  | 97.9  | %  
|                                                                                                                                                        |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    



| |                  
| | -----------------
| | Property Revenues

The increase in property revenues in the Core
Portfolio resulted primarily from an increase in rental rates
partially offset by a slight decrease in the weighted average
occupancy from 94.1% at July 1, 2000 to 93.8% at
September 30, 2001 and the write-off of uncollectible
receivables. As a result of the current slowdown in economic
activity, EOP Partnership has experienced an increase in the
amount of uncollectible receivables relating to tenants in
bankruptcy and tenants that are having financial difficulties.
The amount of bad debts written off for the three months ended
September 30, 2001 was approximately $5.0 million as
compared to $.4 million for the prior period. Although EOP
Partnership has substantial collateral from many of its tenants,
additional write-offs may occur in subsequent periods. Included
in property revenues are lease termination fees. These fees
relate to specific tenants, each of whom has paid a fee to
terminate its lease obligations before the end of the
contractual term of the lease. Although EOP Partnership has
historically received such termination fees, there is no way of
predicting the timing or amounts of future lease
termination fees.



| |                          
| | -------------------------
| | Interest/ Dividend Income

Total Portfolio interest/ dividend income
increased primarily as a result of the investment of available
cash generated from operations and property sales offset, in
part, by the discontinuation of the dividend

23



---



##### Table of Contents



accrual on the HQ Global Workplaces, Inc.
(HQ Global) Series A Convertible Cumulative
Preferred Stock (the HQ Global Series A Preferred
Stock) effective September 1, 2001.




| |                 
| | ----------------
| | Interest Expense

Total Portfolio interest expense increased from
the prior period as a result of having a higher average
outstanding debt balance as compared to the prior period, mainly
as a result of the Spieker Merger. In addition, set forth below
are statistics for the Total Portfolio relating to our interest
expense during the periods:



| |   |                                                                    
| | - | -------------------------------------------------------------------
| |  | Total debt to total assets decreased to 46.0%
	from 46.4%;         
|
| |  | Interest coverage ratio increased to 2.8 times
	from 2.6 times; and
|
| |  | Weighted average interest rate decreased to 7.3%
	from 7.5%.       

Core Portfolio interest expense decreased from
the prior period as a result of the repayment of several
mortgages partially offset by the financing of certain
Properties. Interest expense on unsecured notes and the line of
credit are not reflected in the Core Portfolio.



| |                              
| | -----------------------------
| | Depreciation and Amortization

Total Portfolio depreciation and amortization
expense increased from the prior period primarily as a result of
the Spieker Merger and capital and tenant improvements made
during the periods. Core Portfolio depreciation and amortization
expense increased as a result of capital and tenant improvements
made during the periods.



| |                            
| | ---------------------------
| | Property Operating Expenses

Core Portfolio property operating expenses
increased mainly as a result of an increase in repairs and
maintenance of approximately $2.0 million due to higher
wages and increases in contract services, an increase in
insurance of approximately $1.2 million due to higher
premiums and an increase in utilities of approximately
$1.5 million consisting mostly of electricity expense.
Substantially all of the office leases require the tenant to
pay, as additional rent, a portion of any increases in operating
expenses over a base amount. EOP Partnership believes a
significant portion of any such increase will be offset by
expense reimbursements from tenants.



| |                                    
| | -----------------------------------
| | General and Administrative Expenses

General and administrative expenses increased due
to an anticipated increase in the number of employees at the
corporate and regional offices as a result of the Spieker Merger
and the Cornerstone Merger. Although general and administrative
expenses are subject to increase along with any increase in the
size of the portfolio, it is also anticipated that economies of
scale may be realized with future growth, should it occur.



| |                                        
| | ---------------------------------------
| | Net Gain/ Loss on Sales of Real
	Estate

Net gain/loss on sales of real estate increased
due to the combined gross sales price in excess of book value at
the time of disposition for the office properties, an apartment
complex and industrial properties sold in 2001 being greater
than the combined gross sales price as compared to the book
value at the time of disposition for the office properties sold
in 2000.

24



---



##### Table of Contents





| |                                                                              
| | -----------------------------------------------------------------------------
| | Comparison of the nine months ended
	September 30, 2001 to September 30, 2000

The table below represents selected operating
information for the Total Portfolio and for the Core Portfolio
consisting of 286 Office Properties and nine Parking Facilities
acquired or placed in service on or prior to January 1,
2000.

|                                                                                                                                                                                                                            |                |                 |           |                |  |            |           |           |  |           |         |         |  |            |        |        |  |   |           |           |  |   |           |           |  |   |         |        |  |  |        |     | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------- | --------- | -------------- |  | ---------- | --------- | --------- |  | --------- | ------- | ------- |  | ---------- | ------ | ------ |  | - | --------- | --------- |  | - | --------- | --------- |  | - | ------- | ------ |  |  | ------ | --- | 
|                                                                                                                                                                                                                            |                |                 |           |               
|                                                                                                                                                                                                                            |                | Total Portfolio |           | Core Portfolio
|                                                                                                                                                                                                                            |                |                 |           |               
|                                                                                                                                                                                                                            |                |                 |           | Increase/      |  | %          |           |           |  | Increase/ |         | %      
|(Dollars in thousands)                                                                                                                                                                                                      |                | 2001            |           | 2000           |  | (Decrease) |           | Change    |  | 2001      |         | 2000    |  | (Decrease) |        | Change
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |           |           |  |           |         |         |  |            |        |       
|Property revenues                                                                                                                                                                                                           |                | $               | 2,176,923 |                |  | $          | 1,575,851 |           |  | $         | 601,072 |         |  |            | 38.1   | %      |  | $ | 1,414,642 |           |  | $ | 1,345,958 |           |  | $ | 68,684  |        |  |  | 5.1    | %  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Fee income                                                                                                                                                                                                                  |                |                 | 10,305    |                |  |            | 7,441     |           |  |           | 2,864   |         |  |            | 38.5   |        |  |   |          |           |  |   |          |           |  |   |        |        |  |  |       |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Interest/ dividend income                                                                                                                                                                                                   |                |                 | 33,041    |                |  |            | 23,736    |           |  |           | 9,305   |         |  |            | 39.2   |        |  |   | 2,251     |           |  |   | 2,325     |           |  |   | (74     | )      |  |  | (3.2   | )  
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |           |           |  |           |         |         |  |            |        |        |  |   |           |           |  |   |           |           |  |   |         |        |  |  |        |    
|                                                                                                                                                                                                                            | Total revenues |                 |           | 2,220,269      |  |            |           | 1,607,028 |  |           |         | 613,241 |  |            |        | 38.2   |  |   |           | 1,416,893 |  |   |           | 1,348,283 |  |   |         | 68,610 |  |  |        | 5.1 | 
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |           |           |  |           |         |         |  |            |        |        |  |   |           |           |  |   |           |           |  |   |         |        |  |  |        |    
|Interest expense                                                                                                                                                                                                            |                |                 | 520,903   |                |  |            | 368,268   |           |  |           | 152,635 |         |  |            | 41.4   |        |  |   | 95,530    |           |  |   | 95,523    |           |  |   | 7       |        |  |  |       |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Depreciation and amortization                                                                                                                                                                                               |                |                 | 410,148   |                |  |            | 300,041   |           |  |           | 110,107 |         |  |            | 36.7   |        |  |   | 279,828   |           |  |   | 252,494   |           |  |   | 27,334  |        |  |  | 10.8   |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Property operating expenses                                                                                                                                                                                                 |                |                 | 707,104   |                |  |            | 538,837   |           |  |           | 168,267 |         |  |            | 31.2   |        |  |   | 478,496   |           |  |   | 463,439   |           |  |   | 15,057  |        |  |  | 3.2    |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Ground rent                                                                                                                                                                                                                 |                |                 | 11,568    |                |  |            | 7,388     |           |  |           | 4,180   |         |  |            | 56.6   |        |  |   | 8,566     |           |  |   | 7,010     |           |  |   | 1,556   |        |  |  | 22.2   |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|General and administrative                                                                                                                                                                                                  |                |                 | 84,010    |                |  |            | 66,454    |           |  |           | 17,556  |         |  |            | 26.4   |        |  |   | 911       |           |  |   | 247       |           |  |   | 664     |        |  |  | 268.8  |    
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |           |           |  |           |         |         |  |            |        |        |  |   |           |           |  |   |           |           |  |   |         |        |  |  |        |    
|                                                                                                                                                                                                                            | Total expenses |                 |           | 1,733,733      |  |            |           | 1,280,988 |  |           |         | 452,745 |  |            |        | 35.3   |  |   |           | 863,331   |  |   |           | 818,713   |  |   |         | 44,618 |  |  |        | 5.4 | 
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |           |           |  |           |         |         |  |            |        |        |  |   |           |           |  |   |           |           |  |   |         |        |  |  |        |    
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures, net
	gain on sales of real estate, extraordinary items and cumulative
	effect of a change in accounting principle |                |                 | 486,536   |                |  |            | 326,040   |           |  |           | 160,496 |         |  |            | 49.2   |        |  |   | 553,562   |           |  |   | 529,570   |           |  |   | 23,992  |        |  |  | 4.5    |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Minority interests                                                                                                                                                                                                          |                |                 | (6,612    | )              |  |            | (4,142    | )         |  |           | (2,470  | )       |  |            | 59.6   |        |  |   | (1,671    | )         |  |   | (1,178    | )         |  |   | (493    | )      |  |  | 41.9   |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Income from investment in unconsolidated joint
	ventures                                                                                                                                                                    |                |                 | 49,724    |                |  |            | 41,625    |           |  |           | 8,099   |         |  |            | 19.5   |        |  |   | 37,015    |           |  |   | 34,083    |           |  |   | 2,932   |        |  |  | 8.6    |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Net gain on sales of real estate                                                                                                                                                                                            |                |                 | 14,854    |                |  |            | 36,589    |           |  |           | (21,735 | )       |  |            | (59.4  | )      |  |   |          |           |  |   |          |           |  |   |        |        |  |  |       |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Extraordinary items                                                                                                                                                                                                         |                |                 |          |                |  |            | (875      | )         |  |           | 875     |         |  |            | (100.0 | )      |  |   |          |           |  |   | (611      | )         |  |   | 611     |        |  |  | (100.0 | )  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Cumulative effect of a change in accounting
	principle                                                                                                                                                                      |                |                 | (1,142    | )              |  |            |          |           |  |           | (1,142  | )       |  |            |       |        |  |   |          |           |  |   |          |           |  |   |        |        |  |  |       |    
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |           |           |  |           |         |         |  |            |        |        |  |   |           |           |  |   |           |           |  |   |         |        |  |  |        |    
|Net income                                                                                                                                                                                                                  |                | $               | 543,360   |                |  | $          | 399,237   |           |  | $         | 144,123 |         |  |            | 36.1   | %      |  | $ | 588,906   |           |  | $ | 561,864   |           |  | $ | 27,042  |        |  |  | 4.8    | %  
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |           |           |  |           |         |         |  |            |        |        |  |   |           |           |  |   |           |           |  |   |         |        |  |  |        |    
|Property revenues less property operating
	expenses before interest expense, depreciation and amortization,
	ground rent and general and administrative                                                                     |                | $               | 1,469,819 |                |  | $          | 1,037,014 |           |  | $         | 432,805 |         |  |            | 41.7   | %      |  | $ | 936,146   |           |  | $ | 882,519   |           |  | $ | 53,627  |        |  |  | 6.1    | %  
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |           |           |  |           |         |         |  |            |        |        |  |   |           |           |  |   |           |           |  |   |         |        |  |  |        |    
|Net deferred rental revenue                                                                                                                                                                                                 |                | $               | 46,856    |                |  | $          | 48,632    |           |  | $         | (1,776  | )       |  |            | (3.7   | )%     |  | $ | 19,562    |           |  | $ | 39,014    |           |  | $ | (19,452 | )      |  |  | (49.9  | )% 
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |           |           |  |           |         |         |  |            |        |        |  |   |           |           |  |   |           |           |  |   |         |        |  |  |        |    
|Lease termination fees                                                                                                                                                                                                      |                | $               | 15,954    |                |  | $          | 15,249    |           |  | $         | 705     |         |  |            | 4.6    | %      |  | $ | 6,183     |           |  | $ | 13,943    |           |  | $ | (7,760  | )      |  |  | (55.7  | )% 
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |           |           |  |           |         |         |  |            |        |        |  |   |           |           |  |   |           |           |  |   |         |        |  |  |        |    



| |                  
| | -----------------
| | Property Revenues

The increase in property revenues in the Core
Portfolio resulted primarily from an increase in rental rates
offset by the write-off uncollectible receivables. The weighted
average occupancy of the Core Portfolio remained stable at 93.9%
at January 1, 2000 and September 30, 2001. As a result
of the current slowdown in economic activity, EOP Partnership
has experienced an increase in the amount of uncollectible
receivables relating to tenants in bankruptcy and tenants that
are having financial difficulties. The amount of bad debts
written off for the nine months ended September 30, 2001
was approximately $13.0 million as compared to $1.7 million for
the prior period. Although EOP Partnership has substantial
collateral from many of its tenants, additional write-offs may
occur in subsequent periods. Included in property revenues are
lease termination fees. These fees relate to specific tenants,
each of whom has paid a fee to terminate its lease obligations
before the end of the contractual term of the lease. Although
EOP Partnership has historically received such termination fees,
there is no way of predicting the timing or amounts of future
lease termination fees.

25



---



##### Table of Contents





| |                          
| | -------------------------
| | Interest/ Dividend Income

Total Portfolio interest/ dividend income
increased primarily as a result of the investment of available
cash and a $75 million investment in May 2000 in HQ Global
Series A Preferred Stock. The HQ Global Series A
Preferred Stock has an initial dividend rate of 13.5% per
annum. As of September 1, 2001 EOP Partnership discontinued
accruing the dividend on the HQ Global Series A Preferred
Stock.



| |                 
| | ----------------
| | Interest Expense

Total Portfolio interest expense increased from
the prior period as a result of having a higher average
outstanding debt balance as compared to the prior period, mainly
as a result of the Spieker Merger and the Cornerstone Merger. In
addition, set forth below are statistics for the Total Portfolio
relating to our interest expense during the periods:



| |   |                                                             
| | - | ------------------------------------------------------------
| |  | Total debt to total assets decreased to 46.0%
	from 46.4%;  
|
| |  | Interest coverage ratio remained stable at 2.8
	times; and  
|
| |  | Weighted average interest rate decreased to 7.3%
	from 7.5%.

Interest expense on unsecured notes and the line
of credit are not reflected in the Core Portfolio.



| |                              
| | -----------------------------
| | Depreciation and Amortization

Total Portfolio depreciation and amortization
expense increased from the prior period primarily as a result of
the Spieker Merger in July 2001, the Cornerstone Merger in June
2000 and capital and tenant improvements made during the
periods. Core Portfolio depreciation and amortization expense
increased as a result of capital and tenant improvements made
during the periods.



| |                            
| | ---------------------------
| | Property Operating Expenses

Core Portfolio property operating expenses
increased mainly as a result of increases in utilities of
$8.5 million consisting primarily of electricity expense,
repairs and maintenance of approximately $4.3 million
primarily due to higher wages and increases in contract service,
insurance of approximately $1.2 million due to higher
premiums and an increase in real estate taxes of approximately
$2.4 million. Substantially all of the office leases
require the tenant to pay, as additional rent, a portion of any
increases in operating expenses over a base amount. EOP
Partnership believes a significant portion of any such increase
will be offset by expense reimbursements from tenants.



| |                                    
| | -----------------------------------
| | General and Administrative Expenses

General and administrative expenses increased due
to an anticipated increase in the number of employees at the
corporate and regional offices as a result of the Spieker Merger
and the Cornerstone Merger and an increase in franchise and
income taxes at certain Properties. Although general and
administrative expenses are subject to increase along with any
increase in the size of the portfolio, it is also anticipated
that economies of scale may be realized with future growth,
should it occur.



| |                                                         
| | --------------------------------------------------------
| | Income from Investment in Unconsolidated Joint
	Ventures

Income from investment in unconsolidated joint
ventures increased for the Total Portfolio due to an increase in
property revenues at several Office Properties and the
acquisition of an interest in 1301 Avenue of the Americas
office property in August 2000.



| |                                 
| | --------------------------------
| | Net Gain on Sales of Real Estate

Net gain on sales of real estate decreased due to
the combined gross sales price in excess of book value at the
time of disposition for the office properties, an apartment
complex and industrial properties sold in 2001

26



---



##### Table of Contents



being less than the combined gross sales price in
excess of book value at the time of disposition for the office
properties, parking facilities and the partial sale of Office
Properties sold in 2000.


Liquidity and Capital Resources



| |          
| | ---------
| | Liquidity

Net cash from operations represents the primary
source of liquidity to fund distributions, debt service,
recurring capital costs and non-revenue enhancing tenant
improvements. EOP Partnership expects that its Line of Credit
will provide for temporary working capital, the funding of
capital improvements and revenue enhancing tenant improvements,
unanticipated cash needs and funding of acquisitions and
development costs. In order to qualify as a REIT for federal
income tax purposes, Equity Office must distribute at least 90%
of its REIT taxable income (excluding capital gains).
Accordingly, EOP Partnership currently intends to continue to
make, but has not contractually bound itself to make, regular
quarterly distributions to holders of Units and preferred units.
Subject to the foregoing, EOP Partnership has established
quarterly distribution rates which, if annualized, would be as
follows:

|                        |   |                         |      |         |    
|----------------------- | - | ----------------------- | ---- | ------- | ---
|                        |   | Annualized Distribution
|Security                |   | Per Unit               
|                        |   |                        
|Units                   |   | $                       | 2.00 |        
|                       
|                       
|                       
|                       
|Preferred Units Series: |   |                         |      |        
|                       
|                       
|                       
|                       
|                        | A |                         | $    | 2.245   |    
|                       
|                       
|                       
|                       
|                        | B |                         | $    | 2.625   |    
|                       
|                       
|                       
|                       
|                        | C |                         | $    | 2.15625 |    
|                       
|                       
|                       
|                       
|                        | D |                         | $    | 2.3625  | (a)
|                       
|                       
|                       
|                       
|                        | E |                         | $    | 1.96875 |    
|                       
|                       
|                       
|                       
|                        | F |                         | $    | 2.00    |    




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | In October 2001, Equity Office elected to redeem
	all of the 4,250,000 outstanding Series D preferred units
	of EOP Partnership owned by Equity Office on November 14,
	2001 at a redemption price of $25.00 per unit, plus accrued
	and unpaid distributions for the period from October 1,
	2001 to the redemption date of $0.2821875  per unit,
	without interest, for an aggregate redemption price of
	$25.2821875 per unit.

Since EOP Partnerships anticipated
distributions will not allow EOP Partnership, using only cash
from operations, to retain sufficient cash to repay all of its
debt as it comes due, EOP Partnership will be required to repay
maturing debt with proceeds from debt and/or equity offerings.
There can be no assurance that such financing will be available
on acceptable terms or at all.

Cash and cash equivalents increased to
$377.6 million at September 30, 2001 compared to
$53.3 million at December 31, 2000. The increase is
primarily attributable to remaining unused proceeds from the
$1.4 billion unsecured notes offering in July 2001, property
dispositions and net cash flows from property operations.



| |               
| | --------------
| | Debt Financing

The table below summarizes the mortgage debt,
unsecured notes and the Line of Credit indebtedness at
September 30, 2001 and December 31, 2000, including a
net unamortized discount on mortgage debt of $(16,065) and
$(17,825), respectively, and a net unamortized premium/
(discount) on unsecured notes of

27



---



##### Table of Contents



$30,753 and $(3,807), respectively, recorded in
connection with property acquisitions, mergers and the issuance
of unsecured notes.


|                                          |                         |               |   |              |   |  |   |           |  
|----------------------------------------- | ----------------------- | ------------- | - | ------------ | - |  | - | --------- | -
|                                          |                         | September 30, |   | December 31,
|(Dollars in thousands)                    |                         | 2001          |   | 2000        
|                                          |                         |               |   |             
|Debt Summary:                             |                         |               |   |              |   |  |   |          
|Balance                                   |                         |               |   |              |   |  |   |          
|                                         
|                                         
|                                         
|                                         
|                                          | Fixed rate              |               | $ | 12,056,141   |   |  | $ | 8,618,517 |  
|                                         
|                                         
|                                         
|                                         
|                                          | Variable rate           |               |   | 36,000       |   |  |   | 184,477   |  
|                                          |                         |               |   |              |   |  |   |          
|                                          | Total                   |               | $ | 12,092,141   |   |  | $ | 8,802,994 |  
|                                          |                         |               |   |              |   |  |   |          
|Percent of total debt:                    |                         |               |   |              |   |  |   |          
|                                         
|                                         
|                                         
|                                         
|                                          | Fixed rate              |               |   | 99.7         | % |  |   | 97.9      | %
|                                         
|                                         
|                                         
|                                         
|                                          | Variable rate           |               |   | 0.3          | % |  |   | 2.1       | %
|                                          |                         |               |   |              |   |  |   |          
|                                          | Total                   |               |   | 100.0        | % |  |   | 100.0     | %
|                                          |                         |               |   |              |   |  |   |          
|Effective interest rate at end of period: |                         |               |   |              |   |  |   |          
|                                         
|                                         
|                                         
|                                         
|                                          | Fixed rate              |               |   | 7.3          | % |  |   | 7.5       | %
|                                         
|                                         
|                                         
|                                         
|                                          | Variable rate           |               |   | 4.1          | % |  |   | 7.7       | %
|                                          |                         |               |   |              |   |  |   |          
|                                          | Effective interest rate |               |   | 7.3          | % |  |   | 7.5       | %
|                                          |                         |               |   |              |   |  |   |          

The variable rate debt bears interest at an
interest rate based on various spreads over LIBOR.

Mortgage Debt

As of September 30, 2001, total mortgage
debt (excluding EOP Partnerships share of unconsolidated
mortgage debt of approximately $849.0 million) consisted of
approximately $2.8 billion of fixed-rate debt with a
weighted average interest rate of approximately 7.8% and
$36.0 million of variable rate debt based on LIBOR plus 55
basis points (as of September 30, 2001 the variable rate
was approximately 4.1%). EOP Partnerships mortgage debt at
September 30, 2001 will mature as follows:

|                                                                              |       |   |           |           | 
|----------------------------------------------------------------------------- | ----- | - | --------- | --------- | 
|                                                                             
|(Dollars in thousands)                                                       
|                                                                             
|2001                                                                          |       | $ | 10,206    |          
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|2002                                                                          |       |   | 141,021   |          
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|2003                                                                          |       |   | 203,018   |          
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|2004                                                                          |       |   | 306,491   |          
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|2005                                                                          |       |   | 589,695   |          
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|Thereafter                                                                    |       |   | 1,650,522 |          
|                                                                              |       |   |           |          
|Subtotal                                                                      |       |   | 2,900,953 |          
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|Net discount (net of accumulated amortization of
	approximately $3.5 million) |       |   | (16,065   | )        
|                                                                              |       |   |           |          
|                                                                              | Total |   | $         | 2,884,888 | 
|                                                                              |       |   |           |          

The instruments encumbering the Properties
restrict transfer of the respective Properties subject to the
terms of the mortgage, prohibit additional liens, require
payment of real estate taxes on the Properties, maintenance of
the Properties in good condition, maintenance of insurance on
the Properties and a requirement to obtain lender consent to
enter into material tenant leases.

Line of Credit

EOP Partnership has a $1.0 billion revolving
credit facility that was obtained in May 2000 (the Line of
Credit). The Line of Credit bears interest at LIBOR plus
60 basis points and matures on June 19, 2003. There is also
an annual facility fee of $2.0 million payable quarterly.
In addition, a competitive bid option, whereby the lenders
participating in the credit facility bid on the interest to be
charged, is available for up to $350 million of the
borrowings under the credit facility. Equity Office has
guaranteed the outstanding obligation under the Line of Credit.
As of October 31, 2001, there was no balance outstanding on
the Line of Credit.

28



---



##### Table of Contents



Term Loan Facility

Prior to the closing of the Spieker Merger on
July 2, 2001, EOP Partnership obtained a $1.0 billion
bridge term facility to finance part of the cash portion of the
Spieker Merger. This $1.0 billion bridge term facility had
a term of 364 days and an interest rate based on LIBOR plus
80 basis points, subject to EOP Partnerships
credit rating. The $1.0 billion bridge loan facility was
repaid and terminated on July 18, 2001 with proceeds from a
$1.4 billion unsecured note offering (see Unsecured
Notes below for more information).

Unsecured Notes

Unsecured notes increased to approximately
$9.2 billion at September 30, 2001 compared to
approximately $5.8 billion at December 31, 2000,
primarily as a result of approximately $1.9 billion of
unsecured notes of Spieker Partnership assumed in the Spieker
Merger and $1.4 billion of unsecured notes issued by

29



---



##### Table of Contents



EOP Partnership to fund the cash portion of the
merger consideration. The table below summarizes EOP
Partnerships unsecured notes outstanding as of
September 30, 2001:


|                                            |  |             |           |                        |  |        |       |               |  |   |           |        |  |  |          | 
|------------------------------------------- |  | ----------- | --------- | ---------------------- |  | ------ | ----- | ------------- |  | - | --------- | ------ |  |  | -------- | 
|Original Term (in years)                    |  | Stated Rate |           | Effective Rate(1)      |  | Amount |       | Maturity Date
|                                            |  |             |           |                        |  |        |       |              
|                                            |  |             |           |                       
|                                            |  |             |           | (Dollars in thousands)
|                                           
|                                           
|                                           
|                                           
|6                                           |  |             | 6.80%     |                        |  |        | 4.61% |               |  | $ | 50,000    | (2)    |  |  | 12/15/01 | 
|                                           
|                                           
|                                           
|                                           
|5                                           |  |             | 7.58%     |                        |  |        | 4.61% |               |  |   | 50,000    | (2)    |  |  | 12/17/01 | 
|                                           
|                                           
|                                           
|                                           
|3                                           |  |             | 6.38%     |                        |  |        | 6.62% |               |  |   | 200,000   |        |  |  | 1/15/02  | 
|                                           
|                                           
|                                           
|                                           
|4                                           |  |             | 6.38%     |                        |  |        | 6.30% |               |  |   | 250,000   | (3)    |  |  | 2/15/02  | 
|                                           
|                                           
|                                           
|                                           
|7                                           |  |             | 6.95%     |                        |  |        | 5.37% |               |  |   | 110,000   | (2)    |  |  | 12/15/02 | 
|                                           
|                                           
|                                           
|                                           
|5                                           |  |             | 6.38%     |                        |  |        | 6.76% |               |  |   | 300,000   |        |  |  | 2/15/03  | 
|                                           
|                                           
|                                           
|                                           
|3                                           |  |             | 7.38%     |                        |  |        | 7.55% |               |  |   | 400,000   |        |  |  | 11/15/03 | 
|                                           
|                                           
|                                           
|                                           
|5                                           |  |             | 6.50%     |                        |  |        | 6.71% |               |  |   | 300,000   |        |  |  | 1/15/04  | 
|                                           
|                                           
|                                           
|                                           
|5                                           |  |             | 6.80%     |                        |  |        | 6.10% |               |  |   | 200,000   | (2)    |  |  | 5/01/04  | 
|                                           
|                                           
|                                           
|                                           
|6                                           |  |             | 6.50%     |                        |  |        | 6.68% |               |  |   | 250,000   | (7)    |  |  | 6/15/04  | 
|                                           
|                                           
|                                           
|                                           
|7                                           |  |             | 7.24%     |                        |  |        | 7.26% |               |  |   | 30,000    |        |  |  | 9/1/04   | 
|                                           
|                                           
|                                           
|                                           
|9                                           |  |             | 6.90%     |                        |  |        | 6.27% |               |  |   | 100,000   | (2)    |  |  | 12/15/04 | 
|                                           
|                                           
|                                           
|                                           
|8                                           |  |             | 6.88%     |                        |  |        | 6.40% |               |  |   | 125,000   | (2)    |  |  | 2/1/05   | 
|                                           
|                                           
|                                           
|                                           
|7                                           |  |             | 6.63%     |                        |  |        | 5.89% |               |  |   | 400,000   | (4)(7) |  |  | 2/15/05  | 
|                                           
|                                           
|                                           
|                                           
|7                                           |  |             | 8.00%     |                        |  |        | 6.49% |               |  |   | 100,000   | (2)    |  |  | 7/19/05  | 
|                                           
|                                           
|                                           
|                                           
|8                                           |  |             | 7.36%     |                        |  |        | 7.69% |               |  |   | 50,000    |        |  |  | 9/1/05   | 
|                                           
|                                           
|                                           
|                                           
|6                                           |  |             | 8.38%     |                        |  |        | 8.59% |               |  |   | 500,000   |        |  |  | 3/15/06  | 
|                                           
|                                           
|                                           
|                                           
|9                                           |  |             | 7.44%     |                        |  |        | 7.74% |               |  |   | 50,000    |        |  |  | 9/1/06   | 
|                                           
|                                           
|                                           
|                                           
|10                                          |  |             | 7.13%     |                        |  |        | 6.74% |               |  |   | 100,000   | (2)    |  |  | 12/1/06  | 
|                                           
|                                           
|                                           
|                                           
|9                                           |  |             | 7.00%     |                        |  |        | 6.80% |               |  |   | 1,500     | (2)    |  |  | 2/2/07   | 
|                                           
|                                           
|                                           
|                                           
|9                                           |  |             | 6.88%     |                        |  |        | 6.83% |               |  |   | 25,000    | (2)    |  |  | 4/30/07  | 
|                                           
|                                           
|                                           
|                                           
|9                                           |  |             | 6.76%     |                        |  |        | 6.76% |               |  |   | 300,000   |        |  |  | 6/15/07  | 
|                                           
|                                           
|                                           
|                                           
|10                                          |  |             | 7.41%     |                        |  |        | 7.70% |               |  |   | 50,000    |        |  |  | 9/1/07   | 
|                                           
|                                           
|                                           
|                                           
|7                                           |  |             | 7.75%     |                        |  |        | 7.91% |               |  |   | 600,000   |        |  |  | 11/15/07 | 
|                                           
|                                           
|                                           
|                                           
|10                                          |  |             | 6.75%     |                        |  |        | 6.97% |               |  |   | 150,000   | (2)    |  |  | 1/15/08  | 
|                                           
|                                           
|                                           
|                                           
|10                                          |  |             | 6.75%     |                        |  |        | 7.01% |               |  |   | 300,000   |        |  |  | 2/15/08  | 
|                                           
|                                           
|                                           
|                                           
|8                                           |  |             | 7.25%     |                        |  |        | 7.64% |               |  |   | 325,000   | (5)    |  |  | 11/15/08 | 
|                                           
|                                           
|                                           
|                                           
|10                                          |  |             | 6.80%     |                        |  |        | 6.94% |               |  |   | 500,000   |        |  |  | 1/15/09  | 
|                                           
|                                           
|                                           
|                                           
|10                                          |  |             | 7.25%     |                        |  |        | 7.14% |               |  |   | 200,000   | (2)    |  |  | 5/1/09   | 
|                                           
|                                           
|                                           
|                                           
|11                                          |  |             | 7.13%     |                        |  |        | 6.97% |               |  |   | 150,000   | (2)    |  |  | 7/1/09   | 
|                                           
|                                           
|                                           
|                                           
|10                                          |  |             | 8.10%     |                        |  |        | 8.22% |               |  |   | 360,000   |        |  |  | 8/1/10   | 
|                                           
|                                           
|                                           
|                                           
|10                                          |  |             | 7.65%     |                        |  |        | 7.20% |               |  |   | 200,000   | (2)    |  |  | 12/15/10 | 
|                                           
|                                           
|                                           
|                                           
|10                                          |  |             | 7.00%     |                        |  |        | 6.86% |               |  |   | 1,100,000 | (6)    |  |  | 7/15/11  | 
|                                           
|                                           
|                                           
|                                           
|20                                          |  |             | 7.88%     |                        |  |        | 8.08% |               |  |   | 25,000    | (2)    |  |  | 12/1/16  | 
|                                           
|                                           
|                                           
|                                           
|20                                          |  |             | 7.35%     |                        |  |        | 8.08% |               |  |   | 200,000   | (2)    |  |  | 12/1/17  | 
|                                           
|                                           
|                                           
|                                           
|20                                          |  |             | 7.25%     |                        |  |        | 7.54% |               |  |   | 250,000   |        |  |  | 2/15/18  | 
|                                           
|                                           
|                                           
|                                           
|30                                          |  |             | 7.50%     |                        |  |        | 8.24% |               |  |   | 150,000   | (2)    |  |  | 10/1/27  | 
|                                           
|                                           
|                                           
|                                           
|30                                          |  |             | 7.25%     |                        |  |        | 7.31% |               |  |   | 225,000   |        |  |  | 6/15/28  | 
|                                           
|                                           
|                                           
|                                           
|30                                          |  |             | 7.50%     |                        |  |        | 7.55% |               |  |   | 200,000   |        |  |  | 4/19/29  | 
|                                           
|                                           
|                                           
|                                           
|30                                          |  |             | 7.88%     |                        |  |        | 7.94% |               |  |   | 300,000   |        |  |  | 7/15/31  | 
|                                            |  |             |           |                        |  |        |       |               |  |   |           |        |  |  |          | 
|                                            |  |             | 7.17%     |                        |  |        | 7.16% |               |  |   | 9,176,500 |        |  |  |          | 
|                                            |  |             |           |                        |  |        |       |               |  |   |           |        |  |  |          | 
|Net discount (net of accumulated            |  |             |           |                        |  |        |       |               |  |   |           |       
|                                           
|                                           
|                                           
|                                           
|amortization of approximately $1.0 million) |  |             | 30,753    |                        |  |        |       |              
|                                            |  |             |           |                        |  |        |       |              
|                                           
|                                           
|                                           
|                                           
|Total                                       |  | $           | 9,207,253 |                        |  |        |       |              
|                                            |  |             |           |                        |  |        |       |              



---

|    |                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes the cost of terminated interest rate
	protection agreements, offering and transaction costs and
	premiums and discounts on certain unsecured notes.

30



---



##### Table of Contents





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | These notes were assumed in the Spieker Merger.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(3) | These notes are subject to mandatory redemption
	and a remarketing agreement in 2002 but do not mature until 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(4) | In September 2001, EOP Partnership terminated an
	interest rate swap agreement. This fair value hedge converted
	$400 million of 6.625% of unsecured notes until the maturity of
	the notes in February 15, 2005 from a fixed interest rate
	to a variable interest rate of LIBOR plus 109 basis points. The
	total proceeds as a result of the termination that were recorded
	as additional premium on the $400  million unsecured notes
	were approximately $15.8  million. This amount is being
	amortized over the remaining term of the unsecured notes.                                                                                                                                                                                                                                                                                                                                                    
|   
|(5) | These notes are exchangeable into Equity Office
	Common Shares at an exchange price of $34.00 per share,
	which is equal to an exchange rate of 29.4118 Common Shares per
	$1,000 principal amount of notes. If the closing price of a
	Common Share on the NYSE at the time a holder exercises its
	exchange right is less than the exchange price of $34.00, the
	holder will receive, in lieu of Common Shares, cash in an amount
	equal to 97% of the product of: (a) the number of Common
	Shares into which the principal amount of notes subject to such
	exercise would otherwise be exchangeable; and (b) such
	closing price per Common Share. The notes were issued by EOP
	Partnership and are guaranteed by Equity Office. Upon exchange
	of a $1,000 note for Common Shares of Equity Office, EOP
	Partnership would issue a corresponding number of Units to
	Equity Office on a one-for-one basis.
|   
|(6) | In connection with the unsecured notes offering,
	EOP Partnership entered into an interest rate swap agreement.
	This fair value hedge converted $500 million of the
	$1.1 billion 7.0%  notes until the maturity of the
	notes in 2011 from a fixed interest rate to a floating interest
	rate. The counterparty was the fixed ratepayer and EOP
	Partnership was the variable ratepayer. The variable rate was
	based on three-month LIBOR plus 88.33 basis points. In September
	2001, EOP Partnership terminated the interest rate swap
	agreement on these notes. The total proceeds as a result of the
	termination that were recorded as additional premium on the
	$1.1 billion unsecured notes were approximately
	$31.6 million. This amount is being amortized over the
	remaining term of the unsecured notes.                                                                                        
|   
|(7) | In October 2001, EOP Partnership entered into
	three interest rate swap agreements converting the fixed
	interest rate on all or a portion of these notes to a variable
	rate based on a spread over the six-month LIBOR rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

EOP Partnership filed a shelf registration
statement, which was declared effective by the SEC on
August 31, 2000, relating to the issuance from time to time
of up to an additional $2.0 billion of unsecured debt
securities and warrants exercisable for debt securities in
amounts, at initial prices and on terms to be determined at the
time of the offering. In November 2000, EOP Partnership issued
$1.0 billion of unsecured notes under this registration
statement.

EOP Partnership and Equity Office filed another
shelf registration statement, which was declared effective by
the SEC on June 19, 2001, relating to the issuance from
time to time of up to an additional $3.0 billion of
unsecured debt securities of EOP Partnership and warrants
exercisable for debt securities in amounts, at initial prices
and on terms to be determined at the time of the offering, plus
up to $4.0 billion of guarantees by Equity Office. The
unused portion of the August 2000 registration statement was
also added to the June 2001 registration statement. In July
2001, EOP Partnership issued $1.4 billion of unsecured
notes under this registration statement, all of which were
guaranteed by Equity Office. The notes consisted of the
following tranches: $1.1 billion of 7.00% notes due
2011 at an all-in cost of 6.86% and $300 million of
7.875% notes due 2031 at an all-in cost of 7.94%. Interest
is payable on the notes semiannually on January 15 and
July 15 of each year, beginning January 15, 2002. The
total proceeds were used to repay indebtedness, including
indebtedness incurred in connection with the Spieker Merger, and
for other working capital purposes.

31



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Restrictions and Covenants

Agreements or instruments relating to the
unsecured notes and the Line of Credit contain certain
restrictions and requirements regarding total debt-to-assets
ratios, secured debt-to-total assets ratios, debt service
coverage ratios, minimum ratio of unencumbered assets to
unsecured debt and other limitations.

Equity Securities

A summary of the activity of Equity Offices
Common Shares, redeemable common shares, and EOP
Partnerships Units (exclusive of Units owned by Equity
Office) during the three months ended September 30, 2001 is
as follows:

|                                  |                                                                                                   |               |             |               |   |       |           |            |   |  |            |            |   |  |             |             |  
|--------------------------------- | ------------------------------------------------------------------------------------------------- | ------------- | ----------- | ------------- | - | ----- | --------- | ---------- | - |  | ---------- | ---------- | - |  | ----------- | ----------- | -
|                                  |                                                                                                   |               |             | Redeemable    |   |       |           |           
|                                  |                                                                                                   | Common Shares |             | Common Shares |   | Units |           | Total     
|                                  |                                                                                                   |               |             |               |   |       |           |           
|Outstanding at June 30, 2001      |                                                                                                   |               | 308,647,593 |               |   |       | 1,717,844 |            |   |  | 40,315,151 |            |   |  | 350,680,588 |            
|                                 
|                                 
|                                 
|                                 
|                                  | Units redeemed to Equity Office related to Common
	Shares issued in exchange for redeemable units |               |             | 101,949       |   |       |           |           |   |  |            | (101,949   | ) |  |             |            |  
|                                 
|                                 
|                                 
|                                 
|                                  | Units redeemed for cash                                                                           |               |             |              |   |       |           |           |   |  |            | (40,888    | ) |  |             | (40,888     | )
|                                 
|                                 
|                                 
|                                 
|                                  | Share options exercised                                                                           |               |             | 1,927,768     |   |       |           |           |   |  |            |           |   |  |             | 1,927,768   |  
|                                 
|                                 
|                                 
|                                 
|                                  | Issued in the Spieker Merger                                                                      |               |             | 101,520,398   |   |       |           |           |   |  |            | 16,748,214 |   |  |             | 118,268,612 |  
|                                 
|                                 
|                                 
|                                 
|                                  | Exercise of put option on redeemable Common Shares                                                |               |             | 1,717,844     |   |       |           | (1,717,844 | ) |  |            |           |   |  |             |            |  
|                                 
|                                 
|                                 
|                                 
|                                  | Restricted shares cancelled                                                                       |               |             | (6,000        | ) |       |           |           |   |  |            |           |   |  |             | (6,000      | )
|                                 
|                                 
|                                 
|                                 
|                                  | Issued through the Dividend Reinvestment Program                                                  |               |             | 11,755        |   |       |           |           |   |  |            |           |   |  |             | 11,755      |  
|                                  |                                                                                                   |               |             |               |   |       |           |            |   |  |            |            |   |  |             |            
|Outstanding at September 30, 2001 |                                                                                                   |               | 413,921,307 |               |   |       |          |            |   |  | 56,920,528 |            |   |  | 470,841,835 |            
|                                  |                                                                                                   |               |             |               |   |       |           |            |   |  |            |            |   |  |             |            

At September 30, 2001, Equity Office owned a
total of 413,921,307 Units.

In connection with the Spieker Merger, Equity
Office also issued on July 2, 2001, three new series of
preferred shares. A total of 4,250,000 9.45% series D
preferred shares, 6,000,000 7.875% series E preferred
shares and 4,000,000 8.0% series F preferred shares were
issued. In October 2001, Equity Office announced that it had
called for redemption all of the 4,250,000 outstanding
series D preferred shares. The redemption date is
November 14, 2001. On July 2, 2001, EOP Partnership
issued a corresponding number of Series D, E and F
preferred units, all of which were owned by Equity Office at
September 30, 2001. Equity Office has elected to redeem all
of the Series D preferred units owned by it in connection
with its redemption of its outstanding Series D preferred
shares.

Investments in Securities

EOP Partnership owns equity interests in several
companies that provide communication services or amenities to
tenants. The equity interests are in the form of common or
preferred stock, vested and unvested warrants to acquire common
stock and an interest in a limited liability company. These
investments are included in prepaid expenses and other assets in
the consolidated balance sheets.

FrontLine Capital Group (FrontLine),
the majority stockholder of HQ Global, recently announced that
HQ Global is in default with respect to certain covenant and
payment obligations under its senior and mezzanine indebtedness.
FrontLine also reported that, effective as of October 1,
2001, HQ Global entered into an agreement with its senior loan
lenders under which these lenders agreed not to enforce the
remedies they now have as a result of HQ Globals default.
This forbearance period is scheduled to terminate on
December 14, 2001, or earlier under certain circumstances
(including the termination, if earlier, of the forbearance
period relating to HQ Globals mezzanine indebtedness which
is scheduled to terminate no later than December 31, 2001).
During this period, HQ Global can still draw funds under the
senior credit

32



---



##### Table of Contents



agreement for working capital needs and to make
interest payments to these lenders. At the end of the
forbearance period, if HQ Global has not paid in full all
amounts due and owing to the lenders, or if HQ Global has not
cured all of its existing defaults, then the lenders may
immediately exercise any rights and remedies available to them.


HQ Global is in active negotiations with its
lenders regarding the restructuring of its long-term
indebtedness, with an objective of reaching an agreement on
terms that will provide HQ Global with sufficient liquidity to
operate its business through the current economic downturn.
There can be no assurance that HQ Global will be able to
restructure its indebtedness. Depending on the outcome of HQ
Globals discussions with its lenders, which could impact
HQ Globals future operating results, EOP Partnership
may be required to record a permanent impairment on some or all
of its $90.6 million preferred stock investment in HQ
Global. In addition, as of September 30, 2001,
HQ Global occupies approximately 700,000 square feet in our
Office Properties.

EOP Partnership has investments in several other
companies that have been experiencing operating losses due, in
part, to the current economic environment. During the nine
months ended September 30, 2001, Equity Office recorded
permanent impairment losses related to its investments in these
companies and in the event that the economic outlook for these
companies continues to deteriorate, EOP Partnership may be
required to record additional permanent impairment write-offs on
some or all of its approximately $23 million aggregate
remaining investments in these entities.

Market Risk

Since December 31, 2000, there have been no
material changes in the information regarding market risk that
was provided in EOP Partnerships Form 10-K/ A for the
year ended December 31, 2000, except as noted below.

In June 2001, EOP Partnership entered into an
interest rate swap agreement. This fair value hedge converted
$400 million of 6.625% unsecured notes until the maturity
of the notes in February 2005 from a fixed rate to a variable
interest rate. The terms of the interest rate swap agreement
required semiannual settlements on February 15 and
August 15, which are also the interest payment dates for
the $400 million notes. The counterparty was the fixed rate
payer and EOP Partnership was the variable rate payer. The
variable rate was based on three-month LIBOR plus 109 basis
points. In September 2001, EOP Partnership terminated the
interest rate swap agreement on these notes. The total proceeds
as a result of the termination that were recorded as additional
premium on the $400 million unsecured notes were
approximately $15.8 million. This amount is being amortized
over the remaining term of the unsecured notes.

On July 11, 2001, EOP Partnership entered
into an interest rate swap agreement. This fair value hedge
converted $500 million of $1.1 billion 7.0% unsecured
notes until the maturity of the notes in July 2011 from a fixed
rate to a variable interest rate. The terms of the interest rate
swap agreement required semiannual settlements on
January 15 and July 15, which are also the interest
payment dates for the $1.1 billion notes. The counterparty
was the fixed rate payer and EOP Partnership was the variable
rate payer. The variable rate was based on three-month LIBOR
plus 88.33 basis points. In September 2001, EOP Partnership
terminated the interest rate swap agreement on these notes. The
total proceeds as a result of the termination that were recorded
as additional premium on the $1.1 billion unsecured notes
were approximately $31.6 million. This amount is being
amortized over the remaining term of the unsecured notes.

In October 2001, EOP Partnership entered into two
interest rate swap agreements. These fair value hedges converted
$250 million of 6.5% unsecured notes until the maturity of
the notes in June 2004 from a fixed rate to a variable interest
rate. The terms of the interest rate swap agreements require
semiannual settlements on June 15 and December 15,
which are also the interest payment dates for the
$250 million notes. The counterparty is the fixed ratepayer
and EOP Partnership is the variable ratepayer. The notional
amount of one swap is $100 million and the variable rate is
based on six-month LIBOR set in arrears plus 224.75 basis
points. The notional amount of the second swap is
$150 million and the variable rate is based on a six-month
LIBOR set in arrears plus 227.45 basis points.

33



---



##### Table of Contents



EOP Partnership also entered into a third
interest rate swap agreement in October 2001. This fair value
hedge converted $300 million of 6.625% unsecured notes
until the maturity of the notes in February 2005 from a fixed
interest rate to a variable interest rate. The terms of the
interest rate swap agreement require semiannual settlements on
February 15 and August 15, which are also the interest
payment dates for the $300 million notes. The counterparty
is the fixed ratepayer and EOP Partnership is the variable
ratepayer. The variable rate is based on six-month LIBOR set in
arrears plus 216.6 basis points.

In accordance with FAS 133, the above
interest rate swap agreements and the respective unsecured notes
will be reflected at market value. Any market adjustment on the
swap agreements will be reflected in other assets or other
liabilities, and the corresponding market adjustment on the
unsecured notes will be reflected as either a discount or
premium on the unsecured notes. Because the swap agreements are
considered a perfectly effective hedge, there will be no effect
on net income from the mark to market adjustments.

Capital and Tenant Improvements



| |                     
| | --------------------
| | Capital Improvements

Significant renovations and improvements which
improve or extend the useful life of the assets are capitalized.
EOP Partnership categorizes these capital expenditures as
follows:



| |   |                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Non-recurring capital
	improvements capital
	improvements completed in the year of acquisition and the
	following two years (which were planned at the time of
	acquisition) and major renovations that enhance the value of the
	Property (such as lobby renovation, roof replacement or
	significant renovations for ADA compliance);
|
| |  | Recurring capital
	expenditures capital
	improvements incurred that enhance the value of the Property
	that are not classified as non-recurring capital improvements
	(such as chiller replacement, elevator upgrades or replacement
	of furniture, fixtures and equipment); and                                                       
|
| |  | Development
	costs all costs associated
	with the development or redevelopment of a Property, including
	tenant improvements, leasing commissions, capitalized interest
	and operating costs, until the Property is substantially
	complete and ready for its intended  use.                                                           



| |                                             
| | --------------------------------------------
| | Tenant Improvements and Leasing
	Commissions

Costs related to the renovation, alteration or
build-out of either raw space or existing second generation
space, as well as related leasing commissions, are capitalized.
These tenant improvements may include, but are not limited to,
floor coverings, ceilings, walls, HVAC, mechanical, electrical,
plumbing and fire protection systems.

EOP Partnership categorizes these tenant
improvements and leasing commissions as follows:



| |   |                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Revenue enhancing tenant improvements and
	leasing commissions tenant
	improvements and leasing commissions incurred on space which is
	vacant at the time of acquisition or has been vacant for nine
	months or more; and                               
|
| |  | Non-revenue enhancing tenant improvements and
	leasing commissions tenant
	improvements and leasing commissions incurred in connection with
	the renewal or retenanting of currently leased space to maintain
	the revenue being generated by such space.

34



---



##### Table of Contents



The table below details the amounts incurred for
each type of improvement:

|                                                                                                                                                                                                                                                                                                                  |                                    |                           |         |        | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ------------------------- | ------- | ------ | 
|                                                                                                                                                                                                                                                                                                                  |                                    | For the nine months ended
|(Dollars in thousands, except per square foot amounts)                                                                                                                                                                                                                                                            |                                    | September 30, 2001       
|                                                                                                                                                                                                                                                                                                                  |                                    |                          
|Capital Improvements:                                                                                                                                                                                                                                                                                             |                                    |                           |         |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Development costs                                                                                                                                                                                                                                                                                                 |                                    | $                         | 79,248  |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Non-recurring capital improvements                                                                                                                                                                                                                                                                                |                                    | $                         | 37,260  |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Recurring capital expenditures                                                                                                                                                                                                                                                                                    |                                    | $                         | 21,656  |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Tenant improvements and leasing
	commissions:                                                                                                                                                                                                                                                                     |                                    |                           |         |       
|The amounts shown below represent the total
	tenant improvement and leasing commissions for leases which
	commenced during the period, regardless of when such costs were
	actually paid which is a more useful measure of the total tenant
	improvements and leasing commissions cost for the period
	presented.
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Revenue enhancing                                                                                                                                                                                                                                                                                                 |                                    | $                         | 19,166  |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Per square foot leased                                                                                                                                                                                                                                                                                            |                                    | $                         | 21.58   |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Non-revenue enhancing:                                                                                                                                                                                                                                                                                            |                                    |                           |         |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                  | Non-revenue enhancing  renewals   |                           | $       | 25,381 | 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                  | Per square foot leased             |                           | $       | 7.48   | 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                  | Non-revenue enhancing  retenanted |                           | $       | 83,842 | 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                  | Per square foot leased             |                           | $       | 16.81  | 
|                                                                                                                                                                                                                                                                                                                  |                                    |                           |         |       
|Total non-revenue enhancing                                                                                                                                                                                                                                                                                       |                                    | $                         | 109,223 |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Per square foot leased                                                                                                                                                                                                                                                                                            |                                    | $                         | 13.03   |       

The above information includes actual capital
improvements and tenant improvements and leasing commissions for
leases which commenced during the period for the nine months
ended September 30, 2001. The amounts included in the
Consolidated Statement of Cash Flows represents the cash
expenditures made during this period. The difference between
these amounts represent timing differences between the lease
commencement dates and the actual cash expenditures as well as
expenditures for corporate furniture, fixtures, equipment,
software and leasehold improvements. The reconciliation between
the above amounts and the Consolidated Statement of Cash Flows
is as follows:

|                                                                                                     |  |                           |         |  
|---------------------------------------------------------------------------------------------------- |  | ------------------------- | ------- | -
|                                                                                                     |  | For the nine months ended
|(Dollars in thousands)                                                                               |  | September 30, 2001       
|                                                                                                     |  |                          
|Total capital improvements, tenant improvements
	and leasing commissions per above                   |  | $                         | 266,553 |  
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Timing differences                                                                                   |  |                           | (547    | )
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Corporate furniture, fixtures, equipment,
	software and leasehold improvements                       |  |                           | 26,084  |  
|                                                                                                     |  |                           |         |  
|Total capital improvements, tenant improvements
	and leasing commissions per Statement of Cash Flows |  | $                         | 292,090 |  
|                                                                                                     |  |                           |         |  

Developments

EOP Partnership currently owns several Properties
in various stages of development or pre-development. These
developments are funded with proceeds from working capital and
the Line of Credit. Specifically identifiable direct
acquisition, development and construction costs are capitalized
including, where applicable,

35



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##### Table of Contents



salaries and related costs, real estate taxes and
interest essential to the development of a property. The
Properties under development and all figures stated below are as
of September 30, 2001.


Consolidated
Developments

|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|-------------------------------------------------------- |  | ----------------------------- |  | ------------------ | -- | --------- | - | ------ | --------- | ---------------------- | --------- | -------- |  | --------- | ---- | --------- | ------- | ---------- | ------- | - | ------- | - | ------- | - | --------- | - | ------- |  | -- | - | --- | -
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |          
|                                                         |  |                               |  |                    |    |           |   |        |           | EOP Partnerships      |           |          |  |          
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |          
|                                                         |  | Estimated                     |  |                    |    |           |   |        |           | Effective              |           |          |  | Total     |      |          
|                                                         |  | Placed in                     |  |                    |    |           |   |        |           | Ownership              |           | Costs    |  | Total     |      | Project   |         | Current   
|                                                         |  | Service                       |  |                    |    | Number of |   | Square |           | Percentage             |           | Incurred |  | Estimated |      | Estimated |         | Percentage
|Wholly-Owned                                             |  | Date(a)                       |  | Location           |    | Buildings |   | Feet   |           | (a)                    |           | (a)      |  | Costs(a)  |      | Costs(a)  |         | Leased    
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |           
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |         
|                                                         |  |                               |  |                    |    |           |   |        |           | (Dollars in thousands) |           |         
|                                                        
|                                                        
|                                                        
|                                                        
|Parkside Towers(b)                                       |  | 4Q/2001                       |  | Foster City, CA    |    |           | 2 |        |           |                        | 398,000   |          |  |           | 100  | %         |         | $          | 88,739  |   |         | $ | 132,100 |   |           | $ | 132,100 |  |    |   | 96  | %
|                                                        
|                                                        
|                                                        
|                                                        
|Skyport Plaza East                                       |  | 4Q/2001                       |  | San Jose, CA       |    |           | 3 |        |           |                        | 599,000   |          |  |           | 100  | %         |         |            | 126,832 |   |         |   | 157,400 |   |           |   | 157,400 |  |    |   | 89  | %
|                                                        
|                                                        
|                                                        
|                                                        
|Towers@Shores Center                                     |  | 4Q/2001                       |  | Redwood Shores, CA |    |           | 2 |        |           |                        | 334,800   |          |  |           | 100  | %         |         |            | 92,281  |   |         |   | 116,500 |   |           |   | 116,500 |  |    |   | 30  | %
|                                                        
|                                                        
|                                                        
|                                                        
|EJ Randolph II                                           |  | 2Q/2002                       |  | McLean, VA         |    |           | 1 |        |           |                        | 122,000   |          |  |           | 100  | %         |         |            | 20,088  |   |         |   | 35,700  |   |           |   | 35,700  |  |    |   | 100 | %
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|                                                         |  |                               |  |                    |    |           | 8 |        |           |                        | 1,453,800 |          |  |           |      |           |         |            | 327,940 |   |         |   | 441,700 |   |           |   | 441,700 |  |    |   | 78  | %
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|                                                        
|Joint Venture (MaguirePartners)                          |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|Waters Edge Phase  I(c)                                 |  | 3Q/2002                       |  | Los Angeles, CA    |    |           | 2 |        |           |                        | 261,000   |          |  |           | 87.5 | %         |         |            | 22,362  |   |         |   | 74,300  |   |           |   | 76,500  |  |    |   | 0   | %
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|                                                         |  |                               |  |                    |    |           | 2 |        |           |                        | 261,000   |          |  |           |      |           |         |            | 22,362  |   |         |   | 74,300  |   |           |   | 76,500  |  |    |   | 0   | %
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|Unconsolidated Developments                              |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         | 
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|Wilson/Equity Office Developments(d)                     |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|San Rafael Corporate Center                              |  | 4Q/2001                       |  | San Rafael, CA     |    |           | 2 |        |           |                        | 157,700   |          |  |           | 80   | %         |         |            | 30,376  |   |         |   | 45,800  |   |           |   | 57,300  |  |    |   | 3   | %
|                                                        
|                                                        
|                                                        
|                                                        
|Foundry Square I, II and IV (f/k/a First and
	Howard)(e) |  | 3Q/2002 -                     |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|                                                         |  | 3Q/2003                       |  | San Francisco, CA  |    |           | 3 |        |           |                        | 1,062,700 |          |  |           | (e)  |           |         |            | 78,852  |   |         |   | 223,000 |   |           |   | 372,200 |  |    |   | 50  | %
|                                                        
|                                                        
|                                                        
|                                                        
|Ferry Building(f)                                        |  | 3Q/2002                       |  | San Francisco, CA  |    |           | 1 |        |           |                        | 242,000   |          |  |           | 80   | %         |         |            | 26,496  |   |         |   | 66,000  |   |           |   | 82,400  |  |    |   | 0   | %
|                                                        
|                                                        
|                                                        
|                                                        
|Concar(g)                                                |  | 4Q/2002                       |  | San Mateo, CA      |    |           | 2 |        |           |                        | 207,000   |          |  |           | 80   | %         |         |            | 12,640  |   |         |   | 55,200  |   |           |   | 68,500  |  |    |   | 99  | %
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|                                                         |  |                               |  |                    |    |           | 8 |        |           |                        | 1,669,400 |          |  |           |      |           |         |            | 148,364 |   |         |   | 390,000 |   |           |   | 580,400 |  |    |   | 45  | %
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |   |     |  
|                                                         |  | Grand Total/ Weighted Average |  |                    | 18 |           |   |        | 3,384,200 |                        |           |          |  |           |      | $         | 498,666 |            |         | $ | 906,000 |   |         | $ | 1,098,600 |   |         |  | 56 | %
|                                                         |  |                               |  |                    |    |           |   |        |           |                        |           |          |  |           |      |           |         |            |         |   |         |   |         |   |           |   |         |  |    |  

Balance Sheet Reconciliation of
Developments:

|                                                                 |               |   |         |         | 
|---------------------------------------------------------------- | ------------- | - | ------- | ------- | 
|                                                                
|                                                                
|                                                                
|                                                                
|Consolidated Developments  Costs
	Incurred as reflected above:  |               |   |         |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Wholly-Owned  |   | $       | 327,940 | 
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Joint Venture |   |         | 22,362  | 
|                                                                
|                                                                
|                                                                
|                                                                
|Unaffiliated Party portion of costs not included
	above          |               |   | 2,133   |        
|                                                                 |               |   |         |        
|Total Developments in Process on the Consolidated
	Balance Sheet |               | $ | 352,435 |        
|                                                                 |               |   |         |        




|    |  |                                                                                                                                                                                                                                                                                                
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | The estimated placed in service date
	represents the date the certificate of occupancy has been or is
	currently anticipated to be obtained. Subsequent to obtaining
	the certificate of occupancy, the Property is expected to
	undergo a lease-up period.                                  
|   
|    |  | For consolidated developments, EOP
	Partnerships costs incurred and the
	total estimated costs are based on EOP
	Partnerships effective ownership percentage.
	The total project estimated costs represents 100% of
	the estimated costs including any unaffiliated partys
	portion.

36



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##### Table of Contents





|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | For unconsolidated developments, the
	effective ownership percentage represents EOP
	Partnerships direct interest in the development and its
	49.9% interest in Wilson/ Equity Office (W/EO). EOP
	Partnerships costs incurred and total
	estimated costs are based on EOP Partnerships
	effective ownership percentage. The total
	project estimated costs represents 100% of the estimated
	costs including EOP Partnerships, Wilson
	Investors  California, LLC (WI) and any
	unaffiliated partys portions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | The total estimated costs and the
	total project estimated costs are subject to change
	upon, or prior to, the completion of the development and include
	amounts required to tenant the property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(b) |  | Parkside Towers is 96% leased. However, the
	tenant has notified EOP Partnership that it does not intend to
	take occupancy of the building. The tenant remains obligated for
	this lease and is currently marketing the property for sublease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(c) |  | EOP Partnership and a third party have entered
	into a joint venture agreement for the purpose of developing,
	constructing, leasing and managing Waters Edge
	Phase I and a potential Phase II development. The
	total cost for the development of Phase I and land
	acquisition of Phase II is approximately $91 million,
	which includes $14.5 million allocated to the cost of the
	Phase II land parcel. EOP Partnership plans to fund
	approximately $74.3 million of the Phase I total
	development costs, which consists of EOP Partnerships
	87.5% of the equity component and the balance in the form of
	preferred equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(d) |  | EOP Partnership and WI entered into a joint
	venture agreement to form W/EO for the purpose of developing,
	constructing, leasing and managing developments in northern
	California. W/EO is owned 49.9% by EOP Partnership and 50.1% by
	WI. William Wilson III, a trustee of Equity Office, through
	his ownership of WI, owns approximately 22% of W/EO (and
	approximately 30% of any promote to which WI is entitled under
	the joint venture agreement). EOP Partnership will loan up to
	$25 million to WI for its required contribution to W/EO at
	a 15% return per annum. The current outstanding balance of this
	loan as of September 30, 2001 is approximately $15.7 
	million of principal and $1.3 million of accrued interest.                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | EOP Partnership has created or anticipates
	creating joint ventures with W/EO, and in certain cases,
	unaffiliated third parties for the development properties
	included herein. The costs for these developments will be funded
	by EOP Partnership and W/EO in a 60%/ 40% ratio and in some
	cases by third parties as described within each
	developments respective operating agreement. The Board of
	Trustees has also authorized Equity Office to negotiate and
	enter into an agreement with W/EO providing for the extension of
	first mortgage financing to the ownership entities of each of
	these developments at LIBOR plus 2.4642%, generally maturing
	36 months after initial funding (or earlier at the option
	of Equity Office in the event alternative financing sources are
	available on terms reasonably acceptable to WI and any
	unaffiliated investors). The aggregate amount of any such
	financing would generally be capped at 70% of budgeted
	construction costs. In accordance with the W/EO Operating
	Agreement, EOP Partnership is entitled to purchase the W/EO
	interest in each development subsequent to project stabilization.
|   
|(e) |  | Foundry Square is a project with three sites
	currently under development, each of which has a separate joint
	venture structure. EOP Partnerships effective ownership
	percentages are approximately 64%, 68%, and 40% for
	Sites I, II and IV, respectively. Site III is
	currently held as land available for development.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(f) |  | Under the terms of the lease for the property,
	the lessor is entitled to share, in addition to base rent, in
	50% of proceeds from the operation and ownership of this
	development after a preferred 11% cumulative return to the
	lessee (8% prior to project stabilization). Other partners may
	share in excess cash flow, if any.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(g) |  | Under the terms of the ground lease, the ground
	lessor is entitled to share, in addition to ground rent, in
	proceeds from the operation and ownership of this development
	after a 10% return to lessee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

In addition to the developments described above,
EOP Partnership owns or has under option various land parcels
available for development. These sites represent possible future
development of up to approximately 11.5 million square feet
of office space. The development of these sites will be impacted
by the timing and likelihood of success of the entitlement
process, both of which are uncertain.

37



---



##### Table of Contents



Developments in process increased to
approximately $352.4 million at September 30, 2001
compared to $70.4 million at December 30, 2000,
primarily due to developments acquired in the Spieker Merger and
additional expenditures made during the period. Land available
for development increased to approximately $291.3 million
at September 30, 2001 from $88.4 million at
December 31, 2000 primarily due to land acquired in the
Spieker Merger.

Contingencies

A full building tenant at one of the Properties
had certain construction work done to the Property. The tenant
filed for bankruptcy protection in September 2001 after a
substantial amount of work had been completed. Certain
subcontractors of the tenants general contractor have
filed documentation in the real property records where the
Property is located indicating that those contractors have not
been paid for work allegedly done on the Property. These filings
may constitute or result in liens against the Property. The
aggregate amount of such liens may range up to
$15.0 million. In the event the tenant or its bankruptcy
estate does not or is unable to pay amounts due to contractors
holding valid lien claims, it is possible that one or more of
the contractors may assert that Equity Office may be obligated
to satisfy such contractors claims in order to remove such
liens. There can be no assurance that Equity Office will be able
to recover from the tenant or the tenants bankruptcy
estate any amounts paid to satisfy any liens. Based on the
uncertainty regarding the outcome of the matter no amounts have
been accrued.

Impact of New Accounting Standards

On June 29, 2001 the Financial Accounting
Standards Board issued Statement of Financial Accounting
Standards No. 141, Business Combinations.
Statement 141 eliminates the pooling-of-interest method of
accounting for business combinations except for qualifying
business combinations that were initiated prior to July 1,
2001. The requirements of Statement 141 are effective for
any business combination accounted for by the purchase method
that is completed after June 20, 2001. EOP Partnership
adopted the standard and applied it to the accounting for the
Spieker Merger that closed on July 2, 2001.

Inflation

Substantially all of the office leases require
the tenant to pay, as additional rent, a portion of any
increases in real estate taxes (except, in the case of certain
California leases, which limit the ability of the landlord to
pass through to the tenants the effect of increased real estate
taxes attributable to a sale of real property interests) and
operating expenses over a base amount. In addition, many of the
office leases provide for fixed increases in base rent or
indexed escalations (based on the Consumer Price Index or other
measures). EOP Partnership believes that the majority of
inflationary increases in expenses will be offset, in part, by
the expense reimbursements and contractual rent increases
described above.

Funds From Operations

Management of EOP Partnership believes Funds from
Operations, as defined by the Board of Governors of the National
Association of Real Estate Investment Trusts
(NAREIT) to be an appropriate measure of performance
for an equity REIT. While Funds from Operations is a relevant
and widely used measure of operating performance of equity
REITs, it does not represent cash flow from operations or net
income as defined by GAAP, and it should not be considered as an
alternative to these indicators in evaluating liquidity or
operating performance of EOP Partnership.

38



---



##### Table of Contents



The following table reflects the calculation of
Funds from Operations for the three and nine months ended
September 30, 2001 and 2000, respectively:

|                                                                                                                                                      |                                                                                                                            |                    |         |            |   |   |         |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------- | ---------- | - | - | ------- | -------- | -
|                                                                                                                                                      |                                                                                                                            |                   
|                                                                                                                                                      |                                                                                                                            | For the           
|                                                                                                                                                      |                                                                                                                            | three months ended
|                                                                                                                                                      |                                                                                                                            | September 30,     
|                                                                                                                                                      |                                                                                                                            |                   
|(Dollars in thousands)                                                                                                                                |                                                                                                                            | 2001               |         | 2000      
|                                                                                                                                                      |                                                                                                                            |                    |         |           
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures and net
	gain/(loss) on sales of real estate |                                                                                                                            | $                  | 215,796 |            |   | $ | 119,451 |         
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|Add (deduct):                                                                                                                                         |                                                                                                                            |                    |         |            |   |   |         |         
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Income allocated to minority interests for
	partially owned properties                                                     |                    |         | (2,006     | ) |   |         | (1,658   | )
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Income from investment in unconsolidated joint
	ventures                                                                   |                    |         | 16,434     |   |   |         | 16,862   |  
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Depreciation and amortization (real estate
	related) (including EOP Partnerships share of
	unconsolidated joint ventures) |                    |         | 165,108    |   |   |         | 126,968  |  
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Put option settlement                                                                                                      |                    |         | 2,655      |   |   |         | (515     | )
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Preferred distributions                                                                                                    |                    |         | (18,250    | ) |   |         | (10,884  | )
|                                                                                                                                                      |                                                                                                                            |                    |         |            |   |   |         |         
|Funds from Operations(1)                                                                                                                              |                                                                                                                            |                    | 379,737 |            |   |   | 250,224 |         
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Less deferred rental revenue                                                                                               |                    |         | (21,827    | ) |   |         | (22,187  | )
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Plus deferred rental expense                                                                                               |                    |         | 669        |   |   |         | 671      |  
|                                                                                                                                                      |                                                                                                                            |                    |         |            |   |   |         |         
|Adjusted Funds from Operations                                                                                                                        |                                                                                                                            | $                  | 358,579 |            |   | $ | 228,708 |         
|                                                                                                                                                      |                                                                                                                            |                    |         |            |   |   |         |         
|Cash flow provided by (used for):                                                                                                                     |                                                                                                                            |                    |         |            |   |   |         |         
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Operating Activities                                                                                                       |                    | $       | 345,784    |   |   | $       | 205,445  |  
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Investing Activities                                                                                                       |                    | $       | (1,062,857 | ) |   | $       | (196,463 | )
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                      | Financing Activities                                                                                                       |                    | $       | 1,014,544  |   |   | $       | (32,256  | )
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|Ratio of earnings to combined fixed charges and
	preferred share distributions                                                                        |                                                                                                                            |                    | 1.8     |            |   |   | 1.7     |         

|                                                                                                                                                                                                                            |                                                                                                                            |                           |         |            |   |   |         |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ------- | ---------- | - | - | ------- | ---------- | -
|                                                                                                                                                                                                                            |                                                                                                                            |                          
|                                                                                                                                                                                                                            |                                                                                                                            | For the nine months ended
|                                                                                                                                                                                                                            |                                                                                                                            | September 30,            
|                                                                                                                                                                                                                            |                                                                                                                            |                          
|(Dollars in thousands)                                                                                                                                                                                                      |                                                                                                                            | 2001                      |         | 2000      
|                                                                                                                                                                                                                            |                                                                                                                            |                           |         |           
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures, net
	gain on sales of real estate, extraordinary items and cumulative
	effect of a change in accounting principle |                                                                                                                            | $                         | 486,536 |            |   | $ | 326,040 |           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Add (deduct):                                                                                                                                                                                                               |                                                                                                                            |                           |         |            |   |   |         |           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Income allocated to minority interests for
	partially owned properties (excluding allocation of gain on sale
	of real estate)                                                                                               |                                                                                                                            |                           | (6,612  | )          |   |   | (2,669  | )         
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Income from investment in unconsolidated joint
	ventures                                                                   |                           |         | 49,724     |   |   |         | 41,625     |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Depreciation and amortization (real estate
	related) (including EOP Partnerships share of
	unconsolidated joint ventures) |                           |         | 432,720    |   |   |         | 319,052    |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Put option settlement                                                                                                      |                           |         | 2,655      |   |   |         | (2,576     | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Preferred distributions                                                                                                    |                           |         | (40,011    | ) |   |         | (32,464    | )
|                                                                                                                                                                                                                            |                                                                                                                            |                           |         |            |   |   |         |           
|Funds from Operations(1)                                                                                                                                                                                                    |                                                                                                                            |                           | 925,012 |            |   |   | 649,008 |           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Less deferred rental revenue                                                                                               |                           |         | (48,857    | ) |   |         | (50,419    | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Plus deferred rental expense                                                                                               |                           |         | 2,001      |   |   |         | 1,787      |  
|                                                                                                                                                                                                                            |                                                                                                                            |                           |         |            |   |   |         |           
|Adjusted Funds from Operations                                                                                                                                                                                              |                                                                                                                            | $                         | 878,156 |            |   | $ | 600,376 |           
|                                                                                                                                                                                                                            |                                                                                                                            |                           |         |            |   |   |         |           
|Cash flow provided by (used for):                                                                                                                                                                                           |                                                                                                                            |                           |         |            |   |   |         |           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Operating Activities                                                                                                       |                           | $       | 802,236    |   |   | $       | 583,903    |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Investing Activities                                                                                                       |                           | $       | (1,238,886 | ) |   | $       | (1,189,553 | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Financing Activities                                                                                                       |                           | $       | 760,944    |   |   | $       | 662,392    |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Ratio of earnings to combined fixed charges and
	preferred share distributions                                                                                                                                              |                                                                                                                            |                           | 1.8     |            |   |   | 1.8     |           



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The White Paper on Funds from Operations approved
	by NAREIT in March 1995 defines Funds from Operations as net
	income (loss), computed in accordance with GAAP, excluding gains
	(or losses) from debt restructuring and sales of properties,
	plus real estate related depreciation and amortization and after
	adjustments for unconsolidated partnerships and joint ventures.
	In November 1999, NAREIT issued a National Policy Bulletin
	effective January 1, 2000 clarifying the definition of
	Funds from Operations to

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##### Table of Contents



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | include all operating results, both recurring and
	non-recurring, except those defined as extraordinary under GAAP.
	EOP Partnership believes that Funds from Operations is helpful
	to investors as a measure of the performance of an equity REIT
	because, along with cash flow from operating activities,
	investing activities and financing activities, it provides
	investors with an indication of the ability of EOP Partnership
	to incur and service debt, to make capital expenditures and to
	fund other cash needs. EOP Partnership computes Funds from
	Operations in accordance with standards established by NAREIT,
	which may not be comparable to Funds from Operations reported by
	other REITs that do not define the term in accordance with the
	current NAREIT definition or that interpret the current NAREIT
	definition differently than EOP Partnership. Funds from
	Operations does not represent cash generated from operating
	activities in accordance with GAAP, nor does it represent cash
	available to pay distributions and should not be considered as
	an alternative to net income, determined in accordance with
	GAAP, as an indication of EOP Partnerships financial
	performance or to cash flow from operating activities,
	determined in accordance with GAAP, as a measure of EOP
	Partnerships liquidity, nor is it indicative of funds
	available to fund EOP Partnerships cash needs, including
	its ability to make cash distributions.




ITEM 3.  Quantitative and Qualitative
Disclosures About Market Risk.

Information about quantitative and qualitative
disclosures about market risk is incorporated herein by
reference from Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations in the
Market Risk section.

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##### Table of Contents






PART II.  OTHER
INFORMATION




ITEM 5.  Other
Information.

On October 3, 2001, S&P announced that
REITs were now eligible for its U.S. indices, including the
S&P 500 Index. S&P concurrently announced that
Equity Office would replace Texaco Inc. in the S&P 500
Index as of the close of trading on Tuesday, October 9,
2001. Equity Office is the first REIT to be included in the
S&P 500.




ITEM 6.  Exhibits and Reports on
Form 8-K.

(a)  Exhibits

The exhibits required by this item are set forth
on the Exhibit Index attached hereto.

(b)  Reports on Form 8-K

Two reports on Form 8-K were filed during
the quarter ended September 30, 2001, as follows:

|              |  |                                                                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|Date of Event |  | Items Reported/Financial Statements Filed                                                                                                         
|              |  |                                                                                                                                                   
|July 2, 2001  |  | Item 2, Acquisition or Disposition of Assets                                                                                                      
|              |  | Item 5, Other Events                                                                                                                              
|              |  | Item 7, Financial Statements and Exhibits
	(furnishing required financial statements and pro forma
	financial information for Spieker Partnership)
|July 18, 2001 |  | Item 5, Other Events                                                                                                                              

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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.



| |                                  
| | ---------------------------------
| | EOP OPERATING LIMITED PARTNERSHIP



| |     |                                                      
| | --- | -----------------------------------------------------
| | By: | EQUITY OFFICE PROPERTIES TRUST 
	 its general partner

Date: November 14, 2001

| |     |                       
| | --- | ----------------------
| | By: | /s/ STANLEY M. STEVENS

| |                                  
| | ---------------------------------
| |                                  
| | Stanley M. Stevens               
| | Executive Vice President,        
| | Chief Legal Counsel and Secretary

Date: November 14, 2001

| |     |                       
| | --- | ----------------------
| | By: | /s/ RICHARD D. KINCAID

| |                            
| | ---------------------------
| |                            
| | Richard D. Kincaid         
| | Executive Vice President,  
| | Chief Operating Officer and
| | Chief Financial Officer    

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##### Table of Contents






EXHIBIT INDEX

|        |      |              |  |                                                                                                                                                                                                                                                                                                                               |  |  |  | 
|------- | ---- | ------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |      |              |  | Page                                                                                                                                                                                                                                                                                                                         
|Number  |      | Exhibit Name |  | Number                                                                                                                                                                                                                                                                                                                       
|        |      |              |  |                                                                                                                                                                                                                                                                                                                              
|        | 10.1 |              |  | Change in Control Agreement entered into
	effective as of September 1, 2001 by and between Equity
	Office Properties Management Corp., Equity Office and Timothy H.
	Callahan (incorporated herein by reference to Exhibit 10.1
	to Equity Offices Quarterly Report on Form 10-Q for
	the quarter ended September 30, 2001)  |  |  |  | 
|        | 10.2 |              |  | Change in Control Agreement entered into
	effective as of September 1, 2001 by and between Equity
	Office Properties Management Corp., Equity Office and Richard D.
	Kincaid (incorporated herein by reference to Exhibit 10.2
	to Equity Offices Quarterly Report on Form 10-Q for
	the quarter ended September 30, 2001)   |  |  |  | 
|        | 10.3 |              |  | Change in Control Agreement entered into
	effective as of September 1, 2001 by and between Equity
	Office Properties Management Corp., Equity Office and Peter H.
	Adams (incorporated herein by reference to Exhibit 10.3 to
	Equity Offices Quarterly Report on Form 10-Q for the
	quarter ended September 30, 2001)       |  |  |  | 
|        | 10.4 |              |  | Change in Control Agreement entered into
	effective as of September 1, 2001 by and between Equity
	Office Properties Management Corp., Equity Office and
	Sybil J. Ellis (incorporated herein by reference to
	Exhibit 10.4 to Equity Offices Quarterly Report on
	Form 10-Q for the quarter ended September 30, 2001)       |  |  |  | 
|        | 10.5 |              |  | Change in Control Agreement entered into
	effective as of September 1, 2001 by and between Equity
	Office Properties Management Corp., Equity Office and
	David A. Helfand (incorporated herein by reference to
	Exhibit 10.5 to Equity Offices Quarterly Report on
	Form 10-Q for the quarter ended September 30, 2001)     |  |  |  | 
|        | 10.6 |              |  | Change in Control Agreement entered into
	effective as of September 1, 2001 by and between Equity
	Office Properties Management Corp., Equity Office and
	Christopher P. Mundy (incorporated herein by reference to
	Exhibit 10.6 to Equity Offices Quarterly Report on
	Form 10-Q for the quarter ended September 30, 2001) |  |  |  | 
|        | 10.7 |              |  | Change in Control Agreement entered into
	effective as of September 1, 2001 by and between Equity
	Office Properties Management Corp., Equity Office and
	David H. Naus (incorporated herein by reference to
	Exhibit 10.7 to Equity Offices Quarterly Report on
	Form 10-Q for the quarter ended September 30, 2001)        |  |  |  | 
|        | 10.8 |              |  | Change in Control Agreement entered into
	effective as of September 1, 2001 by and between Equity
	Office Properties Management Corp., Equity Office and
	Stanley M. Stevens (incorporated herein by reference to
	Exhibit 10.8 to Equity Offices Quarterly Report on
	Form 10-Q for the quarter ended September 30, 2001)   |  |  |  | 
|        | 12.1 |              |  | Statement of Computation of Earnings to Fixed
	Charges and Preferred Distributions                                                                                                                                                                                                                                            |  |  |  | 

43