##### 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 March 31, 2003 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(State or other jurisdiction of
    incorporation or organization)                               |  | 36-4156801(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     x     No     o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     Yes     x     No     o

On April 30, 2003, 452,580,419 Units were
outstanding.



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TABLE OF CONTENTS



|                                                |                                                                                                |                                                                                                   |  |  |  |  |  | 
|----------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                  
|                                                | ITEM 1. Financial Statements.                                                                 
|                                                |                                                                                                | EOP OPERATING LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS                                    
|                                                |                                                                                                | EOP OPERATING LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)              
|                                                |                                                                                                | EOP OPERATING LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF NET COMPREHENSIVE INCOME (Unaudited)
|                                                |                                                                                                | EOP OPERATING LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS                          
|                                                |                                                                                                | EOP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)         
|                                                | ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|                                                | ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.                           
|                                                | ITEM 4. Controls and Procedures.                                                              
|PART II. OTHER INFORMATION                     
|                                                | ITEM 6. Exhibits and Reports on Form 8-K.                                                     
|SIGNATURES                                     
|CERTIFICATIONS                                 
|EXHIBIT INDEX                                  
|Statement of Earnings to Combined Fixed Charges
|Certification of CEO anf CFO                   



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##### Table of Contents






PART I.

FINANCIAL INFORMATION






|        |                      
|------- | ---------------------
|ITEM 1. | Financial Statements.






EOP OPERATING LIMITED PARTNERSHIP


CONSOLIDATED BALANCE SHEETS

|                                                           |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |            |   |            |            |            | 
|---------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ---------- | ------------ | ---------- | - | ---------- | ---------- | ---------- | 
|                                                           |                                                                                                                | March 31,                                                                                                                                           |                                                                 |            | December 31, |           
|(Dollars in thousands, except per unit amounts)            |                                                                                                                | 2003                                                                                                                                                |                                                                 |            | 2002         |           
|                                                           |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |           
|                                                           |                                                                                                                | (Unaudited)                                                                                                                                         |                                                                 |            |             
|Assets:                                                    |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |            |   |           
|                                                           | Investment in real estate                                                                                      |                                                                                                                                                     | $                                                               | 24,588,791 |              |            | $ | 24,625,927 |           
|                                                           | Developments in process                                                                                        |                                                                                                                                                     |                                                                 | 301,984    |              |            |   | 284,737    |           
|                                                           | Land available for development                                                                                 |                                                                                                                                                     |                                                                 | 252,558    |              |            |   | 252,852    |           
|                                                           | Accumulated depreciation                                                                                       |                                                                                                                                                     |                                                                 | (2,230,179 | )            |            |   | (2,077,613 | )         
|                                                           |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |           
|                                                           |                                                                                                                | Investment in real estate, net of accumulated
    depreciation                                                                                      |                                                                 |            | 22,913,154   |            |   |            | 23,085,903 |           
|                                                           | Cash and cash equivalents                                                                                      |                                                                                                                                                     |                                                                 | 63,323     |              |            |   | 58,471     |           
|                                                           | Tenant and other receivables (net of allowance
    for doubtful accounts of $11,134 and $11,695, respectively) |                                                                                                                                                     |                                                                 | 79,751     |              |            |   | 77,597     |           
|                                                           | Deferred rent receivable                                                                                       |                                                                                                                                                     |                                                                 | 342,590    |              |            |   | 331,932    |           
|                                                           | Escrow deposits and restricted cash                                                                            |                                                                                                                                                     |                                                                 | 62,073     |              |            |   | 29,185     |           
|                                                           | Investments in unconsolidated joint ventures                                                                   |                                                                                                                                                     |                                                                 | 1,100,409  |              |            |   | 1,087,815  |           
|                                                           | Deferred financing costs (net of accumulated
    amortization of $47,015 and $48,801, respectively)            |                                                                                                                                                     |                                                                 | 66,913     |              |            |   | 67,151     |           
|                                                           | Deferred leasing costs (net of accumulated
    amortization of $128,066 and $115,710, respectively)            |                                                                                                                                                     |                                                                 | 256,376    |              |            |   | 235,002    |           
|                                                           | Prepaid expenses and other assets (net of
    discounts of $66,468 and $66,557, respectively)                  |                                                                                                                                                     |                                                                 | 253,659    |              |            |   | 273,727    |           
|                                                           |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |           
|                                                           |                                                                                                                |                                                                                                                                                     | Total Assets                                                    |            | $            | 25,138,248 |   |            | $          | 25,246,783 | 
|                                                           |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |           
|Liabilities, Minority Interests and
    Partners Capital: |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |            |   |           
|                                                           | Mortgage debt (including a net discount of
    $(13,020) and $(12,584), respectively)                          |                                                                                                                                                     | $                                                               | 2,480,737  |              |            | $ | 2,507,890  |           
|                                                           | Unsecured notes (including a net premium of
    $32,517 and $41,151, respectively)                             |                                                                                                                                                     |                                                                 | 9,249,017  |              |            |   | 9,057,651  |           
|                                                           | Line of credit                                                                                                 |                                                                                                                                                     |                                                                 |           |              |            |   | 205,700    |           
|                                                           | Accounts payable and accrued expenses                                                                          |                                                                                                                                                     |                                                                 | 470,595    |              |            |   | 560,101    |           
|                                                           | Distribution payable                                                                                           |                                                                                                                                                     |                                                                 | 233,111    |              |            |   | 5,654      |           
|                                                           | Other liabilities                                                                                              |                                                                                                                                                     |                                                                 | 405,463    |              |            |   | 391,963    |           
|                                                           |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |           
|                                                           |                                                                                                                |                                                                                                                                                     | Total Liabilities                                               |            |              | 12,838,923 |   |            |            | 12,728,959 | 
|                                                           |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |           
|                                                           | Commitments and contingencies                                                                                  |                                                                                                                                                     |                                                                 |           |              |            |   |           |           
|                                                           | Minority interests-partially owned properties                                                                  |                                                                                                                                                     |                                                                 | 185,229    |              |            |   | 185,809    |           
|                                                           |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |           
|                                                           | Preferred Units, 100,000,000 authorized:                                                                       |                                                                                                                                                     |                                                                 |            |              |            |   |            |           
|                                                           |                                                                                                                | 5.25% Series B Convertible, Cumulative
    Redeemable Preferred Units, liquidation preference
    $50.00 per unit, 5,990,000 issued and outstanding |                                                                 |            | 299,500      |            |   |            | 299,500    |           
|                                                           |                                                                                                                | 8.625% Series C Cumulative Redeemable
    Preferred Units, liquidation preference $25.00 per unit,
    4,562,900 issued and outstanding             |                                                                 |            | 114,073      |            |   |            | 114,073    |           
|                                                           |                                                                                                                | 7.875% Series E Cumulative Redeemable
    Preferred Units, liquidation preference $25.00 per unit,
    6,000,000 issued and outstanding             |                                                                 |            | 150,000      |            |   |            | 150,000    |           
|                                                           |                                                                                                                | 8.0% Series F Cumulative Redeemable
    Preferred Units, liquidation preference $25.00 per unit,
    4,000,000 issued and outstanding               |                                                                 |            | 100,000      |            |   |            | 100,000    |           
|                                                           |                                                                                                                | 7.75% Series G Cumulative Redeemable
    Preferred Units, liquidation preference $25.00 per unit,
    8,500,000 issued and outstanding              |                                                                 |            | 212,500      |            |   |            | 212,500    |           
|                                                           | General Partners Capital                                                                                       |                                                                                                                                                     |                                                                 | 87,941     |              |            |   | 89,650     |           
|                                                           | Limited Partners Capital                                                                                       |                                                                                                                                                     |                                                                 | 11,182,625 |              |            |   | 11,399,979 |           
|                                                           | Deferred compensation                                                                                          |                                                                                                                                                     |                                                                 | (12,928    | )            |            |   | (15,472    | )         
|                                                           | Accumulated other comprehensive (loss)                                                                         |                                                                                                                                                     |                                                                 | (19,615    | )            |            |   | (18,215    | )         
|                                                           |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |           
|                                                           |                                                                                                                |                                                                                                                                                     | Total Partners Capital                                         |            |              | 12,114,096 |   |            |            | 12,332,015 | 
|                                                           |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |           
|                                                           |                                                                                                                |                                                                                                                                                     | Total Liabilities, Minority Interests and
    Partners Capital |            | $            | 25,138,248 |   |            | $          | 25,246,783 | 
|                                                           |                                                                                                                |                                                                                                                                                     |                                                                 |            |              |           

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                                           |               
|                                                                                                                                  |                                                             | March 31,                                                            |               
|                                                                                                                                  |                                                             |                                                                      |               
|(Dollars in thousands, except per unit amounts)                                                                                   |                                                             | 2003                                                                 |                |             | 2002    |        
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|Revenues:                                                                                                                         |                                                             |                                                                      |                |             |         |         |         |            
|                                                                                                                                  | Rental                                                      |                                                                      | $              | 658,607     |         |         | $       | 683,935     |        
|                                                                                                                                  | Tenant reimbursements                                       |                                                                      |                | 106,991     |         |         |         | 121,911     |        
|                                                                                                                                  | Parking                                                     |                                                                      |                | 27,175      |         |         |         | 29,114      |        
|                                                                                                                                  | Other                                                       |                                                                      |                | 20,141      |         |         |         | 24,385      |        
|                                                                                                                                  | Fee income                                                  |                                                                      |                | 4,936       |         |         |         | 4,078       |        
|                                                                                                                                  | Interest/ dividends                                         |                                                                      |                | 3,262       |         |         |         | 6,841       |        
|                                                                                                                                  | Realized gain on sale of marketable securities              |                                                                      |                | 8,143       |         |         |         |            |        
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|                                                                                                                                  |                                                             |                                                                      | Total revenues |             |         | 829,255 |         |             |         | 870,264 | 
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|Expenses:                                                                                                                         |                                                             |                                                                      |                |             |         |         |         |            
|                                                                                                                                  | Interest:                                                   |                                                                      |                |             |         |         |         |             |        
|                                                                                                                                  |                                                             | Expense incurred                                                     |                |             | 205,323 |         |         |             | 204,487 |        
|                                                                                                                                  |                                                             | Amortization of deferred financing costs and
    prepayment expenses |                |             | 1,692   |         |         |             | 1,301   |        
|                                                                                                                                  | Depreciation                                                |                                                                      |                | 159,750     |         |         |         | 155,700     |        
|                                                                                                                                  | Amortization                                                |                                                                      |                | 14,536      |         |         |         | 11,871      |        
|                                                                                                                                  | Real estate taxes                                           |                                                                      |                | 92,666      |         |         |         | 96,630      |        
|                                                                                                                                  | Insurance                                                   |                                                                      |                | 6,667       |         |         |         | 7,803       |        
|                                                                                                                                  | Repairs and maintenance                                     |                                                                      |                | 80,835      |         |         |         | 81,541      |        
|                                                                                                                                  | Property operating                                          |                                                                      |                | 100,095     |         |         |         | 100,851     |        
|                                                                                                                                  | Ground rent                                                 |                                                                      |                | 4,596       |         |         |         | 5,511       |        
|                                                                                                                                  | General and administrative                                  |                                                                      |                | 13,502      |         |         |         | 14,576      |        
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|                                                                                                                                  |                                                             |                                                                      | Total expenses |             |         | 679,662 |         |             |         | 680,271 | 
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|Income before income taxes, allocation to
    minority interests and income from investments in unconsolidated
    joint ventures |                                                             |                                                                      | 149,593        |             |         |         | 189,993 |            
|Income taxes                                                                                                                      |                                                             |                                                                      | (996           | )           |         |         | (7,006  | )          
|Minority interests-partially owned properties                                                                                     |                                                             |                                                                      | (2,516         | )           |         |         | (1,406  | )          
|Income from investments in unconsolidated joint
    ventures                                                                      |                                                             |                                                                      | 20,764         |             |         |         | 57,628  |            
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|Income from continuing operations                                                                                                 |                                                             |                                                                      | 166,845        |             |         |         | 239,209 |            
|Discontinued operations (including net
    gain/(loss) on sales of real estate of $7,277 and $(3,009),
    respectively)          |                                                             |                                                                      | 7,647          |             |         |         | 5,255   |            
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|Net income                                                                                                                        |                                                             |                                                                      | 174,492        |             |         |         | 244,464 |            
|Preferred distributions                                                                                                           |                                                             |                                                                      | (15,461        | )           |         |         | (15,830 | )          
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|Net income available for Units                                                                                                    |                                                             | $                                                                    | 159,031        |             |         | $       | 228,634 |            
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|Earnings per unit  basic:                                                                                                        |                                                             |                                                                      |                |             |         |         |         |            
|                                                                                                                                  | Income from continuing operations                           |                                                                      | $              | 0.36        |         |         | $       | 0.51        |        
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|                                                                                                                                  | Net income available for Units                              |                                                                      | $              | 0.35        |         |         | $       | 0.48        |        
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|                                                                                                                                  | Weighted average Units outstanding                          |                                                                      |                | 458,337,480 |         |         |         | 470,206,844 |        
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|Earnings per unit 
    diluted:                                                                                                  |                                                             |                                                                      |                |             |         |         |         |            
|                                                                                                                                  | Income from continuing operations                           |                                                                      | $              | 0.36        |         |         | $       | 0.51        |        
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|                                                                                                                                  | Net income available for Units                              |                                                                      | $              | 0.35        |         |         | $       | 0.48        |        
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|                                                                                                                                  | Weighted average Units and unit equivalents
    outstanding |                                                                      |                | 459,301,852 |         |         |         | 472,713,024 |        
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        
|Distributions declared per Unit outstanding                                                                                       |                                                             | $                                                                    | 0.50           |             |         | $       | 0.50    |            
|                                                                                                                                  |                                                             |                                                                      |                |             |         |        

See accompanying notes.

3



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##### Table of Contents






EOP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF NET COMPREHENSIVE
INCOME

(Unaudited)


|                                   |                                                                                                           |                      |         |        |      |   |         |     | 
|---------------------------------- | --------------------------------------------------------------------------------------------------------- | -------------------- | ------- | ------ | ---- | - | ------- | --- | 
|                                   |                                                                                                           |                     
|                                   |                                                                                                           | For the three months |        
|                                   |                                                                                                           | ended March 31,      |        
|                                   |                                                                                                           |                      |        
|(Dollars in thousands)             |                                                                                                           | 2003                 |         |        | 2002 |  
|                                   |                                                                                                           |                      |         |        |      |  
|Net income                         |                                                                                                           | $                    | 174,492 |        |      | $ | 244,464 |    
|Other comprehensive income (loss): |                                                                                                           |                      |         |        |      |   |         |    
|                                   | Unrealized holding loss on forward starting
    interest rate swaps (see Note 12)                         |                      |         | (8,004 | )    |   |         |    | 
|                                   | Reversal of unrealized holding loss on settlement
    of forward starting interest rate swap (see Note 7) |                      |         | 5,942  |      |   |         |    | 
|                                   | Proceeds from settlement of forward starting
    interest rate swap (see Note 7)                          |                      |         | 768    |      |   |         |    | 
|                                   | Amortization of proceeds from settlement of
    forward starting interest rate swap (see Note 7)          |                      |         | (16    | )    |   |         |    | 
|                                   | Unrealized holding (losses)/gains from
    investments arising during the period                          |                      |         | (90    | )    |   |         | 261 | 
|                                   | Reclassification adjustment for realized gains
    included in net income                                 |                      |         |       |      |   |         | 116 | 
|                                   |                                                                                                           |                      |         |        |      |  
|Net comprehensive income           |                                                                                                           | $                    | 173,092 |        |      | $ | 244,841 |    
|                                   |                                                                                                           |                      |         |        |      |  

See accompanying notes.

4



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##### Table of Contents






EOP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH
FLOWS

(Unaudited)


|                       |                                                                                       |                                                                                                                                            |                                                              |                                                          |         |         |         |         |         |         |         | 
|---------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------ | -------------------------------------------------------- | ------- | ------- | ------- | ------- | ------- | ------- | ------- | 
|                       |                                                                                       |                                                                                                                                           
|                       |                                                                                       | For the three months ended                                                                                                                 |                                                             
|                       |                                                                                       | March 31,                                                                                                                                  |                                                             
|                       |                                                                                       |                                                                                                                                            |                                                             
|(Dollars in thousands) |                                                                                       | 2003                                                                                                                                       |                                                              |                                                          | 2002    |        
|                       |                                                                                       |                                                                                                                                            |                                                              |                                                          |         |        
|Operating Activities:  |                                                                                       |                                                                                                                                            |                                                              |                                                          |         |         |         |        
|                       | Net income                                                                            |                                                                                                                                            | $                                                            | 174,492                                                  |         |         | $       | 244,464 |        
|                       | Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                                                                                                            |                                                              |                                                          |         |         |         |         |        
|                       |                                                                                       | Amortization of discounts included in
    interest/dividend income                                                                         |                                                              |                                                          | (89     | )       |         |         | (97     | )      
|                       |                                                                                       | Depreciation and amortization (including
    discontinued operations)                                                                      |                                                              |                                                          | 176,211 |         |         |         | 171,736 |        
|                       |                                                                                       | Amortization of premiums/discounts on unsecured
    notes and settled interest rate protection agreements included
    in interest expense |                                                              |                                                          | (5,298  | )       |         |         | (400    | )      
|                       |                                                                                       | Compensation expense related to restricted shares
    and stock options issued to employees by Equity Office                               |                                                              |                                                          | 3,130   |         |         |         | 4,419   |        
|                       |                                                                                       | Income from investments in unconsolidated joint
    ventures                                                                               |                                                              |                                                          | (20,764 | )       |         |         | (57,628 | )      
|                       |                                                                                       | Net (gain)/loss on sales of real estate (included
    in discontinued operations)                                                          |                                                              |                                                          | (7,277  | )       |         |         | 3,009   |        
|                       |                                                                                       | Provision for doubtful accounts                                                                                                            |                                                              |                                                          | 7,528   |         |         |         | 6,863   |        
|                       |                                                                                       | Income allocated to minority interests                                                                                                     |                                                              |                                                          | 2,516   |         |         |         | 1,406   |        
|                       |                                                                                       | Changes in assets and liabilities:                                                                                                         |                                                              |                                                          |         |         |         |         |         |        
|                       |                                                                                       |                                                                                                                                            | Increase in rents receivable                                 |                                                          |         | (4,539  | )       |         |         | (27,033 | )      
|                       |                                                                                       |                                                                                                                                            | Increase in deferred rent receivables                        |                                                          |         | (15,801 | )       |         |         | (21,968 | )      
|                       |                                                                                       |                                                                                                                                            | Decrease (increase) in prepaid expenses and other
    assets |                                                          |         | 22,304  |         |         |         | (7,755  | )      
|                       |                                                                                       |                                                                                                                                            | Decrease in accounts payable and accrued expenses            |                                                          |         | (89,396 | )       |         |         | (62,458 | )      
|                       |                                                                                       |                                                                                                                                            | Increase in other liabilities                                |                                                          |         | 8,570   |         |         |         | 24,023  |        
|                       |                                                                                       |                                                                                                                                            |                                                              |                                                          |         |        
|                       |                                                                                       |                                                                                                                                            |                                                              | Net cash provided by operating activities                |         |         | 251,587 |         |         |         | 278,581 | 
|                       |                                                                                       |                                                                                                                                            |                                                              |                                                          |         |        
|Investing Activities:  |                                                                                       |                                                                                                                                            |                                                              |                                                          |         |         |         |        
|                       | Property dispositions                                                                 |                                                                                                                                            |                                                              | 42,780                                                   |         |         |         | 107,743 |        
|                       | Capital and tenant improvements                                                       |                                                                                                                                            |                                                              | (57,778                                                  | )       |         |         | (58,215 | )      
|                       | Lease commissions and other costs                                                     |                                                                                                                                            |                                                              | (36,830                                                  | )       |         |         | (16,750 | )      
|                       | (Increase) decrease in escrow deposits and
    restricted cash                        |                                                                                                                                            |                                                              | (13,549                                                  | )       |         |         | 149,042 |        
|                       | Distributions from unconsolidated joint ventures                                      |                                                                                                                                            |                                                              | 16,668                                                   |         |         |         | 32,312  |        
|                       | Investments in unconsolidated joint ventures                                          |                                                                                                                                            |                                                              | (8,498                                                   | )       |         |         | (38,559 | )      
|                       | Investments in notes receivable                                                       |                                                                                                                                            |                                                              | (96                                                      | )       |         |         |        |        
|                       | Repayments of notes receivable                                                        |                                                                                                                                            |                                                              | 734                                                      |         |         |         | 1,657   |        
|                       |                                                                                       |                                                                                                                                            |                                                              |                                                          |         |        
|                       |                                                                                       |                                                                                                                                            |                                                              | Net cash (used for) provided by investing
    activities |         |         | (56,569 | )       |         |         | 177,230 | 
|                       |                                                                                       |                                                                                                                                            |                                                              |                                                          |         |        

5



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


CONSOLIDATED STATEMENTS OF CASH
FLOWS  (Continued)

(Unaudited)


|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |          |   |            |          |          |  
|------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | -------- | ------- | -------- | - | ---------- | -------- | -------- | -
|                                                 |                                                                                                                                                |                                                                                                                                                                                
|                                                 |                                                                                                                                                | For the three months ended                                                                                                                                                      |                                       
|                                                 |                                                                                                                                                | March 31,                                                                                                                                                                       |                                       
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                       
|(Dollars in thousands)                           |                                                                                                                                                | 2003                                                                                                                                                                            |                                        |          | 2002    |         
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |         
|Financing Activities:                            |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |          |   |           
|                                                 | Principal payments on mortgage debt                                                                                                            |                                                                                                                                                                                 | $                                      | (10,438  | )       |          | $ | (15,149    | )       
|                                                 | Proceeds from unsecured notes                                                                                                                  |                                                                                                                                                                                 |                                        | 494,810  |         |          |   | 239,127    |         
|                                                 | Repayment of unsecured notes                                                                                                                   |                                                                                                                                                                                 |                                        | (300,000 | )       |          |   | (200,000   | )       
|                                                 | Proceeds from lines of credit                                                                                                                  |                                                                                                                                                                                 |                                        | 369,800  |         |          |   | 805,050    |         
|                                                 | Principal payments on lines of credit                                                                                                          |                                                                                                                                                                                 |                                        | (575,500 | )       |          |   | (1,049,350 | )       
|                                                 | Payments of loan costs                                                                                                                         |                                                                                                                                                                                 |                                        | (216     | )       |          |   | (3,540     | )       
|                                                 | Settlement of forward starting interest rate swap
    agreement                                                                                |                                                                                                                                                                                 |                                        | 768      |         |          |   | 3,193      |         
|                                                 | Distributions to minority interests in partially
    owned properties                                                                          |                                                                                                                                                                                 |                                        | (2,706   | )       |          |   | (2,059     | )       
|                                                 | Payment of offering costs                                                                                                                      |                                                                                                                                                                                 |                                        | (12      | )       |          |   |           |         
|                                                 | Proceeds from exercise of share options                                                                                                        |                                                                                                                                                                                 |                                        | 1,364    |         |          |   | 23,638     |         
|                                                 | Distributions to unitholders                                                                                                                   |                                                                                                                                                                                 |                                        | (623     | )       |          |   | (174       | )       
|                                                 | Repurchase of Units                                                                                                                            |                                                                                                                                                                                 |                                        | (151,874 | )       |          |   |           |         
|                                                 | Redemption of Units                                                                                                                            |                                                                                                                                                                                 |                                        | (78      | )       |          |   |           |         
|                                                 | Payment of preferred distributions                                                                                                             |                                                                                                                                                                                 |                                        | (15,461  | )       |          |   | (13,830    | )       
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |         
|                                                 |                                                                                                                                                |                                                                                                                                                                                 | Net cash used for financing activities |          |         | (190,166 | ) |            |          | (213,094 | )
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |         
|                                                 | Net increase in cash and cash equivalents                                                                                                      |                                                                                                                                                                                 |                                        | 4,852    |         |          |   | 242,717    |         
|                                                 | Cash and cash equivalents at the beginning of the
    period                                                                                   |                                                                                                                                                                                 |                                        | 58,471   |         |          |   | 61,121     |         
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |         
|                                                 | Cash and cash equivalents at the end of the period                                                                                             |                                                                                                                                                                                 | $                                      | 63,323   |         |          | $ | 303,838    |         
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |         
|Supplemental Information:                        |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |          |   |           
|                                                 | Interest paid during the period, including a
    reduction of interest expense for capitalized interest of $3,598
    and $5,338, respectively |                                                                                                                                                                                 | $                                      | 248,340  |         |          | $ | 244,607    |         
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |         
|Non-Cash Investing and Financing
    Activities: |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |          |   |           
|                                                 | Investing Activities:                                                                                                                          |                                                                                                                                                                                 |                                        |          |         |          |   |            |         
|                                                 |                                                                                                                                                | Escrow deposits related to property dispositions                                                                                                                                |                                        | $        | (19,339 | )        |   | $          |         |         
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |         
|                                                 |                                                                                                                                                | Mortgage loan repayment as a result of a property
    disposition                                                                                                               |                                        | $        | (16,279 | )        |   | $          |         |         
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |         
|                                                 | Financing Activities:                                                                                                                          |                                                                                                                                                                                 |                                        |          |         |          |   |            |         
|                                                 |                                                                                                                                                | Mortgage loan repayment as a result of a property
    disposition                                                                                                               |                                        | $        | 16,279  |          |   | $          |         |         
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |         
|                                                 |                                                                                                                                                | Issuance of unsecured notes at a discount of
    $10,048 in exchange for $250 million MandatOry Par Put
    Remarketed SecuritiesSM                                             |                                        | $        |        |          |   | $          | (254,631 | )       
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |         
|                                                 |                                                                                                                                                | Exchange of $250 million MandatOry Par Put
    Remarketed SecuritiesSM, including an unamortized
    premium of $4,631, for $264,679 notes due 2012 issued in
    February 2002 |                                        | $        |        |          |   | $          | 254,631  |         
|                                                 |                                                                                                                                                |                                                                                                                                                                                 |                                        |          |         |         

See accompanying notes.

6



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##### Table of Contents






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, 2002 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.

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, and the
predecessors thereof (EOP Partnership Predecessors),
except where the context otherwise requires. EOP Partnership is
a subsidiary of Equity Office Properties Trust (Equity
Office), a Maryland real estate investment trust. EOP
Partnership was organized in 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 from 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 principally engaged, through its subsidiaries, in
owning, managing, leasing, acquiring and developing office
properties. 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. At
March 31, 2003, EOP Partnership owned or had an interest in
729 office properties (the Office Properties)
comprising approximately 125.5 million square feet of
office space in 19 states and the District of Columbia. The
Office Properties were, on a weighted average basis, 87.2%
occupied at March 31, 2003, and were located in 136
submarkets and in 31 metropolitan statistical areas
(MSAs). The Office Properties, by rentable square
feet, were located approximately 41.3% in central business
districts (CBDs) and approximately 58.7% in suburban
markets. EOP Partnership also owned 76 industrial properties
(the Industrial Properties) comprising approximately
5.9 million square feet of industrial space (together with
the Office Properties, the Properties). The
Industrial Properties were, on a weighted average basis, 86.6%
occupied at March 31, 2003.

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.



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

The preparation of the consolidated financial
statements in conformity with accounting principles generally
accepted in the United States (GAAP) 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 months ended March 31, 2003 and 2002 and
related footnote disclosures are unaudited. In the opinion of
management, such financial statements reflect all

7



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(Unaudited)


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 2002 statements in order to provide
comparability with the 2003 statements reported herein.
These reclassifications have not changed the 2002 results of
operations or partners capital.

NOTE 3  IMPACT OF NEW
ACCOUNTING STANDARDS



| |                           
| | --------------------------
| | Variable Interest Entities

In January 2003, the Financial Accounting
Standards Board (FASB) issued Interpretation
No. 46 Consolidation of Variable Interest Entities and
Interpretation of Accounting Research Bulletin
(ARB) No. 51 (FIN 46).
FIN 46 introduces a new consolidation model, the variable
interest model, which determines control (and consolidation)
based on potential variability in gains and losses of the entity
being evaluated for consolidation. The consolidation provisions
of FIN 46 apply immediately to variable interests in
variable interest entities created after January 31, 2003.
It applies in the first fiscal year or interim period beginning
after June 15, 2003 to variable interest entities in which
an enterprise that is a public company holds a variable interest
that it acquired before February 1, 2003. Management does
not anticipate that the provisions of FIN 46 will have a
material impact on EOP Partnerships financial condition
and results of operations.



| |                       
| | ----------------------
| | Derivative Instruments

In April 2003, the FASB issued Statement
No. 149 Amendment of Statement 133 on Derivative
Instruments and Hedging Activities
(SFAS No. 149). SFAS No. 149
amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other
contracts, and for hedging activities under Statement 133.
SFAS No. 149 is effective for contracts entered into
or modified after June 30, 2003, with some exceptions, and
for hedging relationships designated after June 30, 2003.
The guidance should be applied prospectively. Management does
not anticipate that the provisions of SFAS No. 149
will have a material impact on EOP Partnerships financial
condition and results of operations.

NOTE 4  SALES OF REAL
ESTATE

During the three months ended March 31,
2003, EOP Partnership disposed of six office properties and one
industrial property in separate transactions to various
unaffiliated parties for approximately $81.1 million. The
total gain on the sale of these properties was approximately
$7.3 million. The sold office properties consisted of
approximately 437,473 square feet and 32 residential
units, and the industrial property consisted of approximately
60,300 square feet.

The net income and gain/(loss) on sales of real
estate for properties sold subsequent to December 31, 2001
is reflected in the consolidated statements of operations as
Discontinued Operations for the periods

8



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(Unaudited)


presented. Below is a summary of the results of
operations of these properties through their respective
disposition dates:

|                                                               |                |               |       |       |      |   |        |        | 
|-------------------------------------------------------------- | -------------- | ------------- | ----- | ----- | ---- | - | ------ | ------ | 
|                                                               |                |              
|                                                               |                | For the three |      
|                                                               |                | months ended  |      
|                                                               |                | March 31,     |      
|                                                               |                |               |      
|(Dollars in thousands)                                         |                | 2003          |       |       | 2002 |  
|                                                               |                |               |       |       |      |  
|Property revenues                                              |                | $             | 1,683 |       |      | $ | 17,098 |       
|Interest income                                                |                |               | 3     |       |      |   | 2      |       
|                                                               |                |               |       |       |      |  
|                                                               | Total revenues |               |       | 1,686 |      |   |        | 17,100 | 
|                                                               |                |               |       |       |      |  
|Interest expense                                               |                |               | 236   |       |      |   | 334    |       
|Depreciation and amortization                                  |                |               | 233   |       |      |   | 2,864  |       
|Property operating expenses                                    |                |               | 829   |       |      |   | 5,579  |       
|Ground rent                                                    |                |               | 18    |       |      |   | 59     |       
|                                                               |                |               |       |       |      |  
|                                                               | Total expenses |               |       | 1,316 |      |   |        | 8,836  | 
|                                                               |                |               |       |       |      |  
|Income before net gain/(loss) on sales of real
    estate      |                |               | 370   |       |      |   | 8,264  |       
|Net gain/(loss) on sales of real estate                        |                |               | 7,277 |       |      |   | (3,009 | )     
|                                                               |                |               |       |       |      |  
|Net income                                                     |                | $             | 7,647 |       |      | $ | 5,255  |       
|                                                               |                |               |       |       |      |  
|Property net operating income from discontinued
    operations |                | $             | 854   |       |      | $ | 11,519 |       
|                                                               |                |               |       |       |      |  



| |                  
| | -----------------
| | Segment Reporting

For segment reporting purposes, the office
properties, the apartment properties and the land parcels that
were sold are included in the Office Properties
segment and the industrial properties and parking facilities
that were sold are included in the Corporate and
Other segment.

NOTE 5  SALE OF MARKETABLE
SECURITIES

During 2002, EOP Partnership entered into an
early lease termination with Inktomi Corporation for a
398,460-square-foot building in Redwood Shores, California. As
part of the consideration for the lease termination, EOP
Partnership received five million shares of Inktomi Corporation
common stock. These securities were sold during the first
quarter of 2003 at a gain of $8.1 million.

9



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(Unaudited)


NOTE 6  INVESTMENT IN
UNCONSOLIDATED JOINT VENTURES

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

|                                                                                                                                                                 |                                    |                                                              |           |           |                   |   |           |           |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ------------------------------------------------------------ | --------- | --------- | ----------------- | - | --------- | --------- | --------- | 
|(Dollars in thousands)                                                                                                                                           |                                    | March 31, 2003                                               |           |           | December 31, 2002 |  
|                                                                                                                                                                 |                                    |                                                              |           |           |                   |  
|Balance Sheets:                                                                                                                                                  |                                    |                                                              |           |           |                   |   |           |          
|                                                                                                                                                                 | Real estate, net                   |                                                              | $         | 2,745,182 |                   |   | $         | 2,757,699 |          
|                                                                                                                                                                 | Other assets                       |                                                              |           | 235,227   |                   |   |           | 207,740   |          
|                                                                                                                                                                 |                                    |                                                              |           |           |                   |  
|                                                                                                                                                                 |                                    | Total Assets                                                 |           | $         | 2,980,409         |   |           | $         | 2,965,439 | 
|                                                                                                                                                                 |                                    |                                                              |           |           |                   |  
|                                                                                                                                                                 | Mortgage debt                      |                                                              | $         | 1,310,088 |                   |   | $         | 1,312,404 |          
|                                                                                                                                                                 | Other liabilities                  |                                                              |           | 105,778   |                   |   |           | 112,968   |          
|                                                                                                                                                                 | Partners and shareholders equity |                                                              |           | 1,564,543 |                   |   |           | 1,540,067 |          
|                                                                                                                                                                 |                                    |                                                              |           |           |                   |  
|                                                                                                                                                                 |                                    | Total Liabilities and Partners and
    Shareholders Equity |           | $         | 2,980,409         |   |           | $         | 2,965,439 | 
|                                                                                                                                                                 |                                    |                                                              |           |           |                   |  
|EOP Partnerships share of equity                                                                                                                                |                                    | $                                                            | 980,250   |           |                   | $ | 966,773   |          
|Net excess of cost of investments over the net
    book value of underlying net assets, net of accumulated
    depreciation of $21,411 and $20,704, respectively |                                    |                                                              | 120,159   |           |                   |   | 121,042   |          
|                                                                                                                                                                 |                                    |                                                              |           |           |                   |  
|Carrying value of investments in unconsolidated
    joint ventures                                                                                               |                                    | $                                                            | 1,100,409 |           |                   | $ | 1,087,815 |          
|                                                                                                                                                                 |                                    |                                                              |           |           |                   |  
|EOP Partnerships share of unconsolidated
    non-recourse mortgage debt                                                                                         |                                    | $                                                            | 817,249   |           |                   | $ | 818,975   |          
|                                                                                                                                                                 |                                    |                                                              |           |           |                   |  

|                            |                                                         |                               |                |         |        |        |   |         |        |        | 
|--------------------------- | ------------------------------------------------------- | ----------------------------- | -------------- | ------- | ------ | ------ | - | ------- | ------ | ------ | 
|                            |                                                         |                              
|                            |                                                         | For the three months ended    |               
|                            |                                                         | March 31,                     |               
|                            |                                                         |                               |               
|(Dollars in thousands)      |                                                         | 2003                          |                |         | 2002   |       
|                            |                                                         |                               |                |         |        |       
|Statements of Operations:   |                                                         |                               |                |         |        |        |   |        
|                            | Revenues                                                |                               | $              | 115,615 |        |        | $ | 209,842 |       
|                            |                                                         |                               |                |         |        |       
|                            | Expenses:                                               |                               |                |         |        |        |   |         |       
|                            |                                                         | Interest expense              |                |         | 17,355 |        |   |         | 19,517 |       
|                            |                                                         | Depreciation and amortization |                |         | 21,798 |        |   |         | 21,118 |       
|                            |                                                         | Operating expenses            |                |         | 43,182 |        |   |         | 56,518 |       
|                            |                                                         |                               |                |         |        |       
|                            |                                                         |                               | Total expenses |         |        | 82,335 |   |         |        | 97,153 | 
|                            |                                                         |                               |                |         |        |       
|                            | Net income before gain on sale of real estate           |                               |                | 33,280  |        |        |   | 112,689 |       
|                            | Gain on sale of real estate                             |                               |                |        |        |        |   | 3,553   |       
|                            |                                                         |                               |                |         |        |       
|                            | Net income                                              |                               | $              | 33,280  |        |        | $ | 116,242 |       
|                            |                                                         |                               |                |         |        |       
|EOP Partnerships share of: |                                                         |                               |                |         |        |        |   |        
|                            | Net income                                              |                               | $              | 20,764  |        |        | $ | 57,628  |       
|                            |                                                         |                               |                |         |        |       
|                            | Interest expense and loan cost amortization             |                               | $              | 12,249  |        |        | $ | 13,254  |       
|                            |                                                         |                               |                |         |        |       
|                            | Depreciation and amortization (real estate
    related) |                               | $              | 12,603  |        |        | $ | 12,810  |       
|                            |                                                         |                               |                |         |        |       

10



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(Unaudited)


NOTE 7  UNSECURED
NOTES

In January 2003, EOP Partnership issued
$500 million of 5.875% unsecured notes due January 15,
2013. Including all offering expenses, the all-in effective rate
of the unsecured notes is 5.98%. The notes are guaranteed by
Equity Office. Total cash proceeds net of selling commissions
and other expenses were approximately $494.8 million. A
portion of the net proceeds were used to repay $300 million
of 6.375% unsecured notes that matured in February 2003. The
remaining net proceeds were used to repay outstanding balances
on the line of credit and for general business purposes,
including working capital. In connection with $500 million
of unsecured notes that were issued in January 2003, EOP
Partnership settled a forward-starting swap, that was entered
into in 2002, that had a notional amount of $300 million
and received approximately $.8 million. The proceeds from
the settlement were recorded to other comprehensive income and
are being amortized to interest expense over the 10-year term of
the notes.

NOTE 8  PARTNERS
CAPITAL



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

The following table presents the changes in the
issued and outstanding Units since January 1, 2003:

|                               |                                                                                          |  |             |            |  
|------------------------------ | ---------------------------------------------------------------------------------------- |  | ----------- | ---------- | -
|Outstanding at January 1, 2003 |                                                                                          |  | 461,407,729 |           
|                               | Repurchases/retired(a)                                                                   |  |             | (6,216,500 | )
|                               | Units redeemed for cash                                                                  |  |             | (3,424     | )
|                               | Issued to Equity Office related to commons shares
    issued for share options exercised |  |             | 61,226     |  
|                               | Restricted shares and share awards issued, net of
    cancellations                      |  |             | 911,216    |  
|                               |                                                                                          |  |            
|Outstanding at March 31, 2003  |                                                                                          |  | 456,160,247 |           
|                               |                                                                                          |  |            






|    |  |                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Equity Office repurchased 6,216,500 Common Shares
    at an average price of $24.43 per share for a total of
    $151.9 million in the aggregate. In connection with the
    repurchases, EOP Partnership purchased from Equity Office and
    retired a corresponding number of Units for an aggregate
    purchase price equal to the aggregate purchase price for all
    Common Share repurchases.



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

|                         |  |              |          |  |           |                   |                        |  |                  | 
|------------------------ |  | ------------ | -------- |  | --------- | ----------------- | ---------------------- |  | ---------------- | 
|                         |  | Quarterly    |          |  |           |                   |                       
|                         |  | Distribution |          |  |           |                   |                       
|                         |  | Amount       |          |  |           |                   |                       
|                         |  | Per Unit     |          |  | Date Paid |                   | Unitholder Record Date | 
|                         |  |              |          |  |           |                   |                        | 
|Units                    |  | $            | .50      |  |           | April 14, 2003    |                        |  | March 31, 2003   | 
|Series B Preferred Units |  | $            | .65625   |  |           | February 17, 2003 |                        |  | February 3, 2003 | 
|Series C Preferred Units |  | $            | .5390625 |  |           | March 17, 2003    |                        |  | March 3, 2003    | 
|Series E Preferred Units |  | $            | .4921875 |  |           | January 31, 2003  |                        |  | January 15, 2003 | 
|Series F Preferred Units |  | $            | .50      |  |           | March 31, 2003    |                        |  | March 17, 2003   | 
|Series G Preferred Units |  | $            | .484375  |  |           | March 17, 2003    |                        |  | March 3, 2003    | 

11



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(Unaudited)


NOTE 9  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                                                                         |  
|                                             |                                                                                                                          | March 31,                                                                                          |  
|                                             |                                                                                                                          |                                                                                                    |  
|(Dollars in thousands, except per unit data) |                                                                                                                          | 2003                                                                                               |   |             | 2002    | 
|                                             |                                                                                                                          |                                                                                                    |   |             |         | 
|Numerator:                                   |                                                                                                                          |                                                                                                    |   |             |         |  |   |            
|                                             | Income from continuing operations                                                                                        |                                                                                                    | $ | 166,845     |         |  | $ | 239,209     |          
|                                             | Discontinued operations (including net
    gain/(loss) on sales of real estate of $7,277 and $(3,009),
    respectively) |                                                                                                    |   | 7,647       |         |  |   | 5,255       |          
|                                             | Preferred distributions                                                                                                  |                                                                                                    |   | (15,461     | )       |  |   | (15,830     | )        
|                                             |                                                                                                                          |                                                                                                    |   |             |         | 
|                                             | Numerator for basic and diluted earnings per
    unit  net income available for Units and unit
    equivalents          |                                                                                                    | $ | 159,031     |         |  | $ | 228,634     |          
|                                             |                                                                                                                          |                                                                                                    |   |             |         | 
|Denominator:                                 |                                                                                                                          |                                                                                                    |   |             |         |  |   |            
|                                             | Denominator for net income available per weighted
    average Unit outstanding  basic                                   |                                                                                                    |   | 458,337,480 |         |  |   | 470,206,844 |          
|                                             | Effect of dilutive securities:                                                                                           |                                                                                                    |   |             |         |  |   |             |          
|                                             |                                                                                                                          | Units issuable upon exercise of Equity Office
    share options, put options and restricted shares |   |             | 964,372 |  |   |             | 2,506,180 | 
|                                             |                                                                                                                          |                                                                                                    |   |             |         | 
|                                             | Denominator for net income available per weighted
    average Units and unit equivalents outstanding 
    diluted       |                                                                                                    |   | 459,301,852 |         |  |   | 472,713,024 |          
|                                             |                                                                                                                          |                                                                                                    |   |             |         | 
|Earnings per unit  basic                    |                                                                                                                          |                                                                                                    |   |             |         |  |   |            
|                                             | Income from continuing operations                                                                                        |                                                                                                    | $ | 0.36        |         |  | $ | 0.51        |          
|                                             | Discontinued operations                                                                                                  |                                                                                                    |   | 0.02        |         |  |   | 0.01        |          
|                                             | Preferred distributions                                                                                                  |                                                                                                    |   | (0.03       | )       |  |   | (0.03       | )        
|                                             |                                                                                                                          |                                                                                                    |   |             |         | 
|                                             | Net income available for Units(a)                                                                                        |                                                                                                    | $ | 0.35        |         |  | $ | 0.48        |          
|                                             |                                                                                                                          |                                                                                                    |   |             |         | 
|Earnings per unit 
    diluted              |                                                                                                                          |                                                                                                    |   |             |         |  |   |            
|                                             | Income from continuing operations                                                                                        |                                                                                                    | $ | 0.36        |         |  | $ | 0.51        |          
|                                             | Discontinued operations                                                                                                  |                                                                                                    |   | 0.02        |         |  |   | 0.01        |          
|                                             | Preferred distributions                                                                                                  |                                                                                                    |   | (0.03       | )       |  |   | (0.03       | )        
|                                             |                                                                                                                          |                                                                                                    |   |             |         | 
|                                             | Net income available for Units(a)                                                                                        |                                                                                                    | $ | 0.35        |         |  | $ | 0.48        |          
|                                             |                                                                                                                          |                                                                                                    |   |             |         | 






|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|(a) |  | Earnings per unit may not total the sum of the
    per unit components due to rounding.

The following securities were not included in the
computation of diluted earnings per Unit and unit equivalent
since they would have an antidilutive effect:

|                                        |       |                  |        |                            |      |  |            |            |  |  |           |            | 
|--------------------------------------- | ----- | ---------------- | ------ | -------------------------- | ---- |  | ---------- | ---------- |  |  | --------- | ---------- | 
|                                        |       |                  |        |                           
|                                        |       |                  |        | For the three months ended |     
|                                        |       |                  |        | March 31,                  |     
|                                        |       | Weighted Average |        |                            |      | 
|Antidilutive Securities                 |       | Exercise Price   |        |                            | 2003 |  |            | 2002       | 
|                                        |       |                  |        |                            |      |  |            |            | 
|Share options                           |       | $                | 28.320 |                            |      |  | 14,949,646 |            |  |  |          |           
|Share options                           |       | $                | 30.120 |                            |      |  |           |            |  |  | 7,394,109 |           
|Series B Preferred Units                |       | $                | 35.700 |                            |      |  | 5,990,000  |            |  |  | 5,990,000 |           
|Warrants (expired on December 17, 2002) |       | $                | 39.375 |                            |      |  |           |            |  |  | 5,000,000 |           
|                                        |       |                  |        |                            |      |  |            |            | 
|                                        | Total |                  |        |                            |      |  |            | 20,939,646 |  |  |           | 18,384,109 | 
|                                        |       |                  |        |                            |      |  |            |            | 

NOTE 10  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

12



---



##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(Unaudited)


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 primarily of revenues earned by the
Industrial Properties and the stand-alone parking facilities.
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, interest
and dividend income from various investments and a realized gain
on sale of marketable securities.

|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |          |   |            |          |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------ | ----------------------------------------- | ---------- | -------- | --------- | - | -------- | ------------ | -------- | - | ---------- | -------- | -------- | -
|                                                                                                                                                                                                |                                                              |                                          
|                                                                                                                                                                                                |                                                              | As of or for the three months ended       |           
|                                                                                                                                                                                                |                                                              | March 31, 2003                            |           
|                                                                                                                                                                                                |                                                              |                                           |           
|                                                                                                                                                                                                |                                                              | Office                                    |            |          | Corporate |   |          |             
|(Dollars in thousands)                                                                                                                                                                          |                                                              | Properties                                |            |          | and Other |   |          | Consolidated |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Property operating revenues                                                                                                                                                                     |                                                              | $                                         | 800,681    |          |           | $ | 12,233   |              |          | $ | 812,914    |         
|Property operating expenses                                                                                                                                                                     |                                                              |                                           | (277,625   | )        |           |   | (2,638   | )            |          |   | (280,263   | )       
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|                                                                                                                                                                                                | Property net operating income from continuing
    operations |                                           |            | 523,056  |           |   |          | 9,595        |          |   |            | 532,651  |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Adjustments to arrive at net income:                                                                                                                                                            |                                                              |                                           |            |          |           |   |          |              |          |   |            |         
|                                                                                                                                                                                                | Other revenues                                               |                                           |            | 505      |           |   |          | 15,836       |          |   |            | 16,341   |         
|                                                                                                                                                                                                | Interest expense(1)                                          |                                           |            | (43,630  | )         |   |          | (161,693     | )        |   |            | (205,323 | )       
|                                                                                                                                                                                                | Depreciation and amortization                                |                                           |            | (168,732 | )         |   |          | (7,246       | )        |   |            | (175,978 | )       
|                                                                                                                                                                                                | Ground rent                                                  |                                           |            | (4,596   | )         |   |          |             |          |   |            | (4,596   | )       
|                                                                                                                                                                                                | General and administrative                                   |                                           |            |         |           |   |          | (13,502      | )        |   |            | (13,502  | )       
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|                                                                                                                                                                                                |                                                              | Total adjustments to arrive at net income |            |          | (216,453  | ) |          |              | (166,605 | ) |            |          | (383,058 | )
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Income before income taxes, allocation to
    minority interests and income from investments in unconsolidated
    joint ventures                                                               |                                                              |                                           | 306,603    |          |           |   | (157,010 | )            |          |   | 149,593    |         
|Income taxes                                                                                                                                                                                    |                                                              |                                           | (177       | )        |           |   | (819     | )            |          |   | (996       | )       
|Minority interests                                                                                                                                                                              |                                                              |                                           | (2,506     | )        |           |   | (10      | )            |          |   | (2,516     | )       
|Income from investments in unconsolidated joint
    ventures                                                                                                                                    |                                                              |                                           | 20,999     |          |           |   | (235     | )            |          |   | 20,764     |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Income from continuing operations                                                                                                                                                               |                                                              |                                           | 324,919    |          |           |   | (158,074 | )            |          |   | 166,845    |         
|Discontinued operations (including net gain on
    sales of real estate of $7,277)                                                                                                              |                                                              |                                           | 7,762      |          |           |   | (115     | )            |          |   | 7,647      |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Net income                                                                                                                                                                                      |                                                              | $                                         | 332,681    |          |           | $ | (158,189 | )            |          | $ | 174,492    |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Property net operating income from continuing
    operations                                                                                                                                    |                                                              | $                                         | 523,056    |          |           | $ | 9,595    |              |          | $ | 532,651    |         
|Property net operating income from discontinued
    operations (see Note 4  Sales of Real Estate)                                                                                              |                                                              |                                           | 782        |          |           |   | 72       |              |          |   | 854        |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Total property net operating income from
    continuing and discontinued operations                                                                                                             |                                                              | $                                         | 523,838    |          |           | $ | 9,667    |              |          | $ | 533,505    |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Property operating margin from continuing and
    discontinued operations (property operating revenues less
    property operating expenses as a percentage of property
    operating revenues) |                                                              |                                           |            |          |           |   |          |              |          |   | 65.5%      |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Property operating margin from continuing
    operations (property operating revenues less property operating
    expenses as a percentage of property operating revenues)                      |                                                              |                                           |            |          |           |   |          |              |          |   | 65.5%      |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Capital and tenant improvements                                                                                                                                                                 |                                                              | $                                         | 55,440     |          |           | $ | 2,338    |              |          | $ | 57,778     |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Investments in unconsolidated joint ventures                                                                                                                                                    |                                                              | $                                         | 1,090,001  |          |           | $ | 10,408   |              |          | $ | 1,100,409  |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         
|Total assets                                                                                                                                                                                    |                                                              | $                                         | 24,283,921 |          |           | $ | 854,327  |              |          | $ | 25,138,248 |         
|                                                                                                                                                                                                |                                                              |                                           |            |          |           |   |          |              |         




|    |                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Interest expense for the Office Properties does
    not include allocation of interest expense on the unsecured
    notes or the line of credit.

13



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(Unaudited)


|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |   |   |          |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------ | -------------------------- | -------- | -------- | --------- | - | -------- | ------------ | - | - | -------- | -------- | -
|                                                                                                                                                                                                |                                                              |                           
|                                                                                                                                                                                                |                                                              | For the three months ended |         
|                                                                                                                                                                                                |                                                              | March 31, 2002             |         
|                                                                                                                                                                                                |                                                              |                            |         
|                                                                                                                                                                                                |                                                              | Office                     |          |          | Corporate |   |          |             
|(Dollars in thousands)                                                                                                                                                                          |                                                              | Properties                 |          |          | and Other |   |          | Consolidated |  
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|Property operating revenues                                                                                                                                                                     |                                                              | $                          | 845,024  |          |           | $ | 14,321   |              |   | $ | 859,345  |         
|Property operating expenses                                                                                                                                                                     |                                                              |                            | (283,894 | )        |           |   | (2,931   | )            |   |   | (286,825 | )       
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|                                                                                                                                                                                                | Property net operating income from continuing
    operations |                            |          | 561,130  |           |   |          | 11,390       |   |   |          | 572,520  |  
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|Adjustments to arrive at net income:                                                                                                                                                            |                                                              |                            |          |          |           |   |          |              |   |   |          |         
|                                                                                                                                                                                                | Other revenues                                               |                            |          | 519      |           |   |          | 10,400       |   |   |          | 10,919   |  
|                                                                                                                                                                                                | Interest expense(1)                                          |                            |          | (44,882  | )         |   |          | (159,605     | ) |   |          | (204,487 | )
|                                                                                                                                                                                                | Depreciation and amortization                                |                            |          | (162,356 | )         |   |          | (6,516       | ) |   |          | (168,872 | )
|                                                                                                                                                                                                | Ground rent                                                  |                            |          | (5,511   | )         |   |          |             |   |   |          | (5,511   | )
|                                                                                                                                                                                                | General and administrative                                   |                            |          |         |           |   |          | (14,576      | ) |   |          | (14,576  | )
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|                                                                                                                                                                                                | Total adjustments to arrive at net income                    |                            |          | (212,230 | )         |   |          | (170,297     | ) |   |          | (382,527 | )
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|Income before income taxes, allocation to
    minority interests and income from investments in unconsolidated
    joint ventures                                                               |                                                              |                            | 348,900  |          |           |   | (158,907 | )            |   |   | 189,993  |         
|Income taxes                                                                                                                                                                                    |                                                              |                            | (48      | )        |           |   | (6,958   | )            |   |   | (7,006   | )       
|Minority interests                                                                                                                                                                              |                                                              |                            | (1,386   | )        |           |   | (20      | )            |   |   | (1,406   | )       
|Income from investments in unconsolidated joint
    ventures                                                                                                                                    |                                                              |                            | 58,672   |          |           |   | (1,044   | )            |   |   | 57,628   |         
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|Income from continuing operations                                                                                                                                                               |                                                              |                            | 406,138  |          |           |   | (166,929 | )            |   |   | 239,209  |         
|Discontinued operations (including net loss on
    sales of real estate of $(3,009))                                                                                                            |                                                              |                            | 4,990    |          |           |   | 265      |              |   |   | 5,255    |         
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|Net income                                                                                                                                                                                      |                                                              | $                          | 411,128  |          |           | $ | (166,664 | )            |   | $ | 244,464  |         
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|Property net operating income from continuing
    operations                                                                                                                                    |                                                              | $                          | 561,130  |          |           | $ | 11,390   |              |   | $ | 572,520  |         
|Property net operating income from discontinued
    operations (see Note 4  Sales of Real Estate)                                                                                              |                                                              |                            | 11,184   |          |           |   | 335      |              |   |   | 11,519   |         
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|Total property net operating income from
    continuing and discontinued operations                                                                                                             |                                                              | $                          | 572,314  |          |           | $ | 11,725   |              |   | $ | 584,039  |         
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|Property operating margin from continuing and
    discontinued operations (property operating revenues less
    property operating expenses as a percentage of property
    operating revenues) |                                                              |                            |          |          |           |   |          |              |   |   | 66.6%    |         
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|Property operating margin from continuing
    operations (property operating revenues less property operating
    expenses as a percentage of property operating revenues)                      |                                                              |                            |          |          |           |   |          |              |   |   | 66.6%    |         
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  
|Capital and tenant improvements                                                                                                                                                                 |                                                              | $                          | 56,965   |          |           | $ | 1,250    |              |   | $ | 58,215   |         
|                                                                                                                                                                                                |                                                              |                            |          |          |           |   |          |              |  






|    |                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Interest expense for the Office Properties does
    not include allocation of interest expense on the unsecured
    notes or the line of credit.

NOTE 11  STOCK BASED
EMPLOYEE COMPENSATION PLANS

Effective January 1, 2003, EOP Partnership
adopted Statement of Financial Accounting Standards No. 123
(SFAS No. 123) Accounting for Stock
Based Compensation, which requires a fair value based
accounting method for determining compensation expense
associated with the issuance by Equity Office of stock options
and other equity awards. EOP Partnership decided to adopt the
accounting provisions of SFAS No. 123 to reflect the
cost to the company of issuing stock options and other equity
awards to certain individuals in the consolidated financial
statements. EOP Partnership employed the prospective method for
adopting SFAS No. 123 which requires the recognition
of compensation expense for stock options and other equity
compensation granted on or after January 1, 2003 and to
record compensation expense for modifications of stock options
and other equity awards that were outstanding as of
December 31, 2002. Expense amounts will be recognized
ratably over the respective vesting period of the award.

14



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(Unaudited)


The following table illustrates the effect on net
income and earnings per unit if the fair value based method had
been applied to all outstanding and unvested options for the
three months ended March 31, 2003 and 2002. Compensation
related to share awards is not presented in the table below
because the expense is the same under APB No. 25 and
SFAS No. 123 and is already reflected in net income.

|                                                                                                    |                                            |                      |         |      |      |   |         |      | 
|--------------------------------------------------------------------------------------------------- | ------------------------------------------ | -------------------- | ------- | ---- | ---- | - | ------- | ---- | 
|                                                                                                    |                                            |                     
|                                                                                                    |                                            | For the three months |        
|                                                                                                    |                                            | ended March 31,      |        
|                                                                                                    |                                            |                      |        
|                                                                                                    |                                            | 2003                 |         |      | 2002 |  
|                                                                                                    |                                            |                      |         |      |      |  
|Net income available for Units, historical                                                          |                                            | $                    | 159,031 |      |      | $ | 228,634 |     
|Add back compensation expense included in
    historical net income available for Units for options |                                            |                      | 212     |      |      |   |        |     
|Deduct compensation expense determined under fair
    value based method for options                |                                            |                      | (2,440  | )    |      |   | (2,021  | )   
|                                                                                                    |                                            |                      |         |      |      |  
|Pro forma net income available for Units                                                            |                                            | $                    | 156,803 |      |      | $ | 226,613 |     
|                                                                                                    |                                            |                      |         |      |      |  
|Earnings per unit  basic:                                                                          |                                            |                      |         |      |      |   |         |     
|                                                                                                    | Net income available for Units, historical |                      | $       | 0.35 |      |   | $       | 0.48 | 
|                                                                                                    | Pro forma net income available for Units   |                      | $       | 0.34 |      |   | $       | 0.48 | 
|Earnings per unit  diluted:                                                                        |                                            |                      |         |      |      |   |         |     
|                                                                                                    | Net income available for Units, historical |                      | $       | 0.35 |      |   | $       | 0.48 | 
|                                                                                                    | Pro forma net income available for Units   |                      | $       | 0.34 |      |   | $       | 0.48 | 

NOTE 12  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 the 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

EOP Partnership is not presently subject to
material litigation nor, to EOP Partnerships knowledge, is
any material litigation threatened against EOP Partnership,
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 financial condition of EOP Partnership.

15



---



##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(Unaudited)




| |                                     
| | ------------------------------------
| | Forward-Starting Interest Rate Swaps

In October 2002, EOP Partnership entered into
$1.1 billion of forward-starting interest rate swaps to
effectively fix the 10-year Treasury rate at approximately 3.7%
for note offerings that occurred in 2003 and are anticipated to
occur in 2004. The forward-starting interest rate swaps were
entered into at current market rates and, therefore, had no
initial cost. The terms of the forward-starting interest rate
swaps require EOP Partnership to pay a fixed-interest rate to
the counterparties and to receive a variable rate from the
counterparties. The swaps settle at six-month intervals
beginning in 2003 and 2004 and are scheduled to terminate in
2004. In connection with the $500 million note offering in
January 2003 (see Note 7), EOP Partnership settled one of
the swaps that had a notional amount of $300 million and
received approximately $0.8 million. The market value of
the remaining forward-starting swaps that have a combined
notional amount of $800 million at March 31, 2003 was
a liability of approximately $20.7 million which is
included in other liabilities and in other comprehensive income.
EOP Partnership is obligated to settle the swap agreements no
later than the commencement of the anticipated unsecured note
offering to be issued in early 2004. Upon settlement of the
swaps, EOP Partnership may be obligated to pay the
counterparties a settlement payment, or alternatively to receive
settlement proceeds from the counterparties. Any monies paid or
received will be amortized to interest expense over the term of
the respective note offering.



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

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 EOP Partnership
or its joint venture partner may acquire EOP Partnerships
interest if certain conditions are met as set forth in the
respective joint venture agreement. In addition, EOP Partnership
has granted options to a tenant to purchase two of its Office
Properties.

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.



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

Property Damage, Business Interruption,
Earthquake and Terrorism:The
insurance coverage provided through third-party insurance
carriers is subject to coverage limitations. For each type of
insurance coverage described below, should an uninsured or
underinsured loss occur, EOP Partnership could lose all or a
portion of its investment in, and anticipated cash flows from,
one or more of the Properties. In addition, there can be

16



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(Unaudited)


no assurance that third-party insurance carriers
will be able to maintain reinsurance sufficient to cover any
losses that may be incurred.

|                                             |  |                                                                                                                                                                               |  |                                          
|-------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------
|Type of Insurance                            |  | EOP Partnership                                                                                                                                                               |  | Third-Party                              
|Coverage                                     |  | Loss Exposure/Deductible                                                                                                                                                      |  | Coverage Limitation                      
|                                             |  |                                                                                                                                                                               |  |                                          
|Property damage and business interruption(a) |  | $75 million annual aggregate exposure (which
    includes amounts paid for earthquake loss), plus $1 million
    per occurrence deductible                                    |  | $1.0 billion per occurrence(c)           
|Earthquake(a)(b)                             |  | $75 million annual aggregate exposure (which
    includes amounts paid for property damage and business
    interruption loss), plus $1 million per occurrence
    deductible |  | $325 million in the aggregate per year(c)
|Acts of terrorism(d)                         |  | $750,000 per occurrence deductible (plus 10%
    of each and every loss with a maximum per occurrence exposure of
    $33.25 million which includes the $750,000 deductible)  |  | $825 million per occurrence(e)           






|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | EOP Partnership retains up to $75 million of
    such loss calculated throughout the portfolio. In the event of a
    loss in excess of this retention limit, the third-party
    insurance carriers would be obligated to cover the losses up to
    the stated coverage amounts in the above table.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(b) |  | The amount of the third-party insurance relating
    to earthquakes is based on maximum probable loss studies
    performed by independent third parties. The maximum annual
    aggregate payment amount for earthquake loss is
    $325 million, inclusive of EOP Partnerships loss
    exposure of $75 million plus $1 million per occurrence
    deductible. There can be no assurance that the maximum probable
    loss studies have accurately estimated losses that may occur.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(c) |  | These amounts include EOP Partnerships loss
    exposure/deductible amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(d) |  | Effective in February 2003, EOP Partnership
    amended its third-party insurance coverage for acts of terrorism
    as a result of the Terrorism Risk Insurance Act of 2002
    (TRIA) enacted by Congress and signed into law by
    President Bush on November 26, 2002. EOP Partnership
    cancelled its prior terrorism insurance program that provided a
    $270 million annual aggregate limit and replaced it with a
    new program with a per occurrence limit of $825 million.
    Under TRIA, EOP Partnership has a per occurrence deductible of
    $750,000 plus 10% of each and every loss up to a maximum of
    $33.25 million per occurrence, which includes the
    deductible amount. The new programs coverage is extended
    to include nuclear, chemical and biological events. The new
    coverage does not apply to non-TRIA events (which are terrorism
    events that are not committed by a foreigner or a foreign
    country). EOP Partnership maintains separate insurance with a
    $325 million annual aggregate limit subject to a deductible
    of $1 million for non-TRIA events. This separate coverage
    for non-TRIA events excludes nuclear, biological and chemical
    events.
|   
|(e) |  | This amount is in excess of EOP
    Partnerships deductible amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Pollution:EOP
Partnership has pollution and remediation insurance coverage for
both sudden and gradual events. Limits for this exposure are
$2 million per loss and $10 million aggregate per year
subject to a deductible of $100,000.

Workers Compensation, Automobile Liability and
General Liability:EOP Partnership has
per occurrence deductible amounts on workers compensation of
$500,000, auto liability of $250,000 and general liability of
$1,000,000.

17



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(Unaudited)




| |                               
| | ------------------------------
| | Off-Balance Sheet Arrangements

Commitments

In accordance with the agreement governing the
investment in Wright Runstad Associates Limited Partnership
(WRALP) made in 1997, EOP Partnership agreed, for a
period generally continuing until December 31, 2007, to
make available to WRALP up to $20.0 million in additional
financing or credit support for future development. As of
March 31, 2003, no amounts have been funded pursuant to
this agreement. However, EOP Partnership has unconditionally
guaranteed payment of WRALPs $19.5 million revolving
line of credit which has an outstanding balance of approximately
$12.9 million as of March 31, 2003. WRALPs
current line of credit matures in July 2003. EOP Partnership
does not have a liability recorded related to this guarantee. In
the event EOP Partnership makes payment on WRALPs line of
credit and WRALP does not repay EOP Partnership, EOP Partnership
is entitled to (i) terminate the credit facility provided
to WRALP from EOP Partnership and (ii) declare all amounts
borrowed by WRALP due and payable. EOP Partnership believes the
risk of an unrecovered loss is minimal at this time.

Letters of Credit

As of March 31, 2003, EOP Partnership had
provided approximately $3.3 million in letters of credit to
third parties. The letters of credit were required to be issued
under the provisions of our workers compensation insurance
policies and certain utility contracts.

NOTE 13  SUBSEQUENT
EVENTS

The following transactions occurred subsequent to
March 31, 2003 through May 9, 2003:

1)     In April, EOP
Partnership sold a vacant land parcel commonly known as
181st Commerce Park to an unaffiliated party for
approximately $6.7 million. The property is located in
Gresham, Oregon.

2)     In May, EOP
Partnership sold the U.S. Bancorp Center to an unaffiliated
party for approximately $174 million. The property
comprised one office building, approximately 929,694 square
feet and is located in Minneapolis, Minnesota.

3)     In May, EOP
Partnerships existing line of credit matured and EOP
Partnership obtained a new $1.0 billion revolving credit
facility. The new line of credit bears interest at LIBOR plus
60 basis points and matures in May 2006. The financial
covenants and restrictions under the new line of credit are
substantially similar to those EOP Partnership was subject to
under the previous line of credit.

4)     In May, EOP
Partnership entered into several forward starting interest rate
swap agreements for a combined notional amount of
$400 million at rates ranging from 4.617% to 4.75% with
start dates of June 2, 2004 and end dates of June 2,
2014. The swaps will hedge the future interest payments of an
anticipated debt offering in June 2004 of which the net proceeds
may be used to partially repay $200 million of unsecured
notes maturing in May 2004 and $250 million of unsecured
notes maturing in June 2004.

5)     From
April 1, 2003 through May 9, 2003, Equity Office had
repurchased 3,700,000 Common Shares under a share
repurchase program at an average per share price of $26.10 for
approximately $96.6 million in the aggregate. In connection
with the repurchases, EOP Partnership purchased from Equity
Office and retired a corresponding number of Units for an
aggregate purchase price equal to the aggregate price for all
Common Share repurchases.

18



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##### Table of Contents








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

Forward-Looking Statements

Statements contained in this
Managements Discussion and Analysis of Financial
Condition and Results of Operations, 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. A number of important factors could
cause actual results to differ materially from those indicated
by the forward-looking statements, including, but not limited
to, the risks described in our current reports on Form 8-K
filed with the Securities and Exchange Commission (the
SEC) on February 12, 2002 and June 27,
2002, as the same may be supplemented from time to time. Readers
are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date this
Form 10-Q is filed with the SEC. Among the factors about
which EOP Partnership has made assumptions are the following:



| |   |                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------
| |  | changes in general economic conditions;                                                                                                          
|
| |  | the extent, duration and strength of any economic
    recovery;                                                                                  
|
| |  | the extent of tenant bankruptcies and
    insolvencies;                                                                                          
|
| |  | our ability to maintain occupancy and to timely
    lease or re-lease space at current or anticipated rents;                                     
|
| |  | the amount of lease termination fees received, if
    any;                                                                                       
|
| |  | the cost and availability of debt and equity
    financing;                                                                                      
|
| |  | our ability to refinance our debt at reasonable
    terms upon maturity;                                                                         
|
| |  | our ability to complete and lease current and
    future development projects on schedule, on budget and in
    accordance with expectations;    
|
| |  | our ability to realize anticipated cost savings
    from the implementation of our EOPlus initiatives; and                                       
|
| |  | our ability to obtain, at a reasonable cost,
    adequate insurance coverage for catastrophic events, such as
    earthquakes and terrorist acts.

Overview

The following discussion and analysis is based
primarily on the consolidated financial statements of EOP
Partnership for the periods presented and should be read
together with the 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.

Key Transactions

During the three months ended March 31,
2003, we completed the following key transactions:



| |   |                                                                                                                                                                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | disposed of six office properties and one
    industrial property in various transactions to unaffiliated
    parties for approximately $81.1 million. The sold office
    properties consisted of approximately 437,473 square feet
    and 32 residential units, and the industrial property
    consisted of approximately 60,300 square feet;
|
| |  | placed into service one development consisting of
    approximately 225,490 square feet;                                                                                                                                                                                                                                                         
|
| |  | issued $500 million of unsecured notes due
    January 2013 at an all-in effective rate of 5.98% and used a
    portion of the net proceeds to repay $300 million of
    unsecured notes that matured in February 2003;                                                                                                                          
|
| |  | Equity Office repurchased 6,216,500 Common
    Shares at an average price of $24.43 per share for a total
    of $151.9 million in the aggregate. In connection with the
    repurchases, EOP Partnership purchased                                                                                                                              

19



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##### Table of Contents



| |   |                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | from Equity Office and retired a corresponding
    number of Units for an aggregate purchase price equal to the
    aggregate purchase price for all Common Share
    repurchases; and
|
| |  | sold 5.0 million common shares of Inktomi
    Corporation received in connection with a lease termination in
    2002 for approximately $8.1 million.                                 

Critical Accounting Policies and
Estimates

Refer to our 2002 Annual Report on Form 10-K
for a discussion of our critical accounting policies which
include revenue recognition and allowance for doubtful accounts,
impairment of long-lived assets, depreciation and the fair value
of financial instruments including derivative instruments. There
have been no material changes to these policies in 2003.

Accounting Policy Adopted in 2003



| |                                            
| | -------------------------------------------
| | Stock Based Employee Compensation
    Plans

Effective January 1, 2003, we adopted
Statement of Financial Accounting Standards No. 123
(SFAS No. 123) Accounting for Stock
Based Compensation, which requires a fair value based
accounting method for determining compensation expense
associated with the issuance by Equity Office of stock options
and other equity awards. We decided to adopt the accounting
provisions of SFAS No. 123 to reflect the cost to the
company of issuing stock options and other equity awards to
certain individuals in the consolidated financial statements. We
employed the prospective method for adopting
SFAS No. 123 which requires the recognition of
compensation expense for stock options and other equity
compensation granted on or after January 1, 2003 and to
record compensation expense for modifications of stock options
and other equity awards that were outstanding as of
December 31, 2002. Expense amounts will be recognized
ratably over the respective vesting period of the award.

The following table illustrates the effect on net
income and earnings per unit if the fair value based method had
been applied to all outstanding and unvested options for the
three months ended March 31, 2003 and 2002. Compensation
related to share awards is not presented in the table below
because the expense is the same under APB No. 25 and
SFAS No. 123 and is already reflected in net income.

|                                                                                                    |                                            |                    |         |      |      |   |         |      | 
|--------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------ | ------- | ---- | ---- | - | ------- | ---- | 
|                                                                                                    |                                            |                   
|                                                                                                    |                                            | For the            |        
|                                                                                                    |                                            | three months ended |        
|                                                                                                    |                                            | March 31,          |        
|                                                                                                    |                                            |                    |        
|                                                                                                    |                                            | 2003               |         |      | 2002 |  
|                                                                                                    |                                            |                    |         |      |      |  
|Net income available for Units, historical                                                          |                                            | $                  | 159,031 |      |      | $ | 228,634 |     
|Add back compensation expense included in
    historical net income available for Units for options |                                            |                    | 212     |      |      |   |        |     
|Deduct compensation expense determined under fair
    value based method for options                |                                            |                    | (2,440  | )    |      |   | (2,021  | )   
|                                                                                                    |                                            |                    |         |      |      |  
|Pro forma net income available for Units                                                            |                                            | $                  | 156,803 |      |      | $ | 226,613 |     
|                                                                                                    |                                            |                    |         |      |      |  
|Earnings per unit  basic:                                                                          |                                            |                    |         |      |      |   |         |     
|                                                                                                    | Net income available for Units, historical |                    | $       | 0.35 |      |   | $       | 0.48 | 
|                                                                                                    | Pro forma net income available for Units   |                    | $       | 0.34 |      |   | $       | 0.48 | 
|Earnings per unit  diluted:                                                                        |                                            |                    |         |      |      |   |         |     
|                                                                                                    | Net income available for Units, historical |                    | $       | 0.35 |      |   | $       | 0.48 | 
|                                                                                                    | Pro forma net income available for Units   |                    | $       | 0.34 |      |   | $       | 0.48 | 

Impact of New Accounting Standards



| |                           
| | --------------------------
| | Variable Interest Entities

In January 2003, the Financial Accounting
Standards Board (FASB) issued Interpretation
No. 46 Consolidation of Variable Interest Entities and
Interpretation of Accounting Research Bulletin
(ARB) No. 51

20



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##### Table of Contents



(FIN 46). FIN 46 introduces
a new consolidation model, the variable interest model, which
determines control (and consolidation) based on potential
variability in gains and losses of the entity being evaluated
for consolidation. The consolidation provisions of FIN 46
apply immediately to variable interests in variable interest
entities created after January 31, 2003. It applies in the
first fiscal year or interim period beginning after
June 15, 2003 to variable interest entities in which an
enterprise that is a public company holds a variable interest
that it acquired before February 1, 2003. Management does
not anticipate that the provisions of FIN 46 will have a
material impact on EOP Partnerships financial condition
and results of operations.




| |                       
| | ----------------------
| | Derivative Instruments

In April 2003, the FASB issued Statement
No. 149 Amendment of Statement 133 on Derivative
Instruments and Hedging Activities
(SFAS No. 149). SFAS No. 149
amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other
contracts, and for hedging activities under Statement 133.
SFAS No. 149 is effective for contracts entered into
or modified after June 30, 2003, with some exceptions, and
for hedging relationships designated after June 30, 2003.
The guidance should be applied prospectively. Management does
not anticipate that the provisions of SFAS No. 149
will have a material impact on EOP Partnerships financial
condition and results of operations.

Results of Operations



| |                                          
| | -----------------------------------------
| | Trends in Property Operating
    Revenues

Income is received primarily from rental revenue
generated by leases at the Office Properties, including
reimbursements from tenants for certain operating costs and from
parking revenue from Office Properties. As a result of the
current slowdown in economic activity, there has been a decrease
in our occupancy rates and a general decline in overall market
rental rates for our Office Properties. Below is a summary of
our leasing activity for tenants taking occupancy for the
periods presented for our Office Properties. Our largest 10
metropolitan statistical areas (MSAs) in terms of
property net operating income from continuing operations in
order from greatest to least are Boston, San Francisco, San
Jose, Seattle, New York, Chicago, Los Angeles, Washington, D.C.,
Atlanta and Orange County.

|                                               |                                                                                                               |                |  |           |                 |  |  |                        |   |  |  |           |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | -------------- |  | --------- | --------------- |  |  | ---------------------- | - |  |  | --------- | -
|Office Property Data:                          |                                                                                                               | Largest 5 MSAs |  |           | Largest 10 MSAs |  |  | Total Office Portfolio |  
|                                               |                                                                                                               |                |  |           |                 |  |  |                        |  
|For the three months ended March 31,
    2003: |                                                                                                               |                |  |           |                 |  |  |                        |   |  |  |          
|                                               | Portion of total portfolio based on square feet
    at end of period                                          |                |  | 37.8      | %               |  |  | 68.2                   | % |  |  | 100.0     | %
|                                               | Occupancy at end of period                                                                                    |                |  | 86.5      | %               |  |  | 86.9                   | % |  |  | 87.2      | %
|                                               | Gross square footage for space occupied during
    the period                                                 |                |  | 1,890,218 |                 |  |  | 3,724,871              |   |  |  | 5,685,331 |  
|                                               | Weighted average annual base rent per square foot
    for space occupied during the period(a)(b)              |                |  | $32.61    |                 |  |  | $29.57                 |   |  |  | $26.84    |  
|                                               | Gross square footage for expiring and terminated
    leases during the period                                 |                |  | 1,733,432 |                 |  |  | 3,095,383              |   |  |  | 4,053,323 |  
|                                               | Weighted average annual base rent per square foot
    for expiring and terminated leases during the period(a) |                |  | $38.65    |                 |  |  | $34.52                 |   |  |  | $31.50    |  

21



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|                                               |                                                                                                               |                |  |           |                 |  |  |                        |   |  |  |            |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | -------------- |  | --------- | --------------- |  |  | ---------------------- | - |  |  | ---------- | -
|Office Property Data:                          |                                                                                                               | Largest 5 MSAs |  |           | Largest 10 MSAs |  |  | Total Office Portfolio |  
|                                               |                                                                                                               |                |  |           |                 |  |  |                        |  
|For the three months ended March 31,
    2002: |                                                                                                               |                |  |           |                 |  |  |                        |   |  |  |           
|                                               | Portion of total portfolio based on square feet
    at end of period                                          |                |  | 37.4      | %               |  |  | 67.2                   | % |  |  | 100.0      | %
|                                               | Occupancy at end of period                                                                                    |                |  | 91.3      | %               |  |  | 91.2                   | % |  |  | 90.7       | %
|                                               | Gross square footage for space occupied during
    the period                                                 |                |  | 1,497,846 |                 |  |  | 2,780,836              |   |  |  | 4,497,483  |  
|                                               | Weighted average annual base rent per square foot
    for space occupied during the period(a)(b)              |                |  | $48.27    |                 |  |  | $38.21                 |   |  |  | $32.13     |  
|                                               | Gross square footage for expiring and terminated
    leases during the period                                 |                |  | 1,697,503 |                 |  |  | 3,329,721              |   |  |  | 5,086,060  |  
|                                               | Weighted average annual base rent per square foot
    for expiring and terminated leases during the period(a) |                |  | $36.83    |                 |  |  | $30.92                 |   |  |  | $27.79     |  
|For the year ended December 31,
    2002:      |                                                                                                               |                |  |           |                 |  |  |                        |   |  |  |           
|                                               | Portion of total portfolio based on square feet
    at end of year                                            |                |  | 37.6      | %               |  |  | 68.1                   | % |  |  | 100.0      | %
|                                               | Occupancy at end of year                                                                                      |                |  | 88.0      | %               |  |  | 88.8                   | % |  |  | 88.6       | %
|                                               | Gross square footage for space occupied during
    the year                                                   |                |  | 7,097,920 |                 |  |  | 13,582,766             |   |  |  | 20,620,427 |  
|                                               | Weighted average annual base rent per square foot
    for space occupied during the year(a)(b)                |                |  | $36.16    |                 |  |  | $31.54                 |   |  |  | $28.48     |  
|                                               | Gross square footage for expiring and terminated
    leases during the year                                   |                |  | 8,911,422 |                 |  |  | 16,308,269             |   |  |  | 23,711,452 |  
|                                               | Weighted average annual base rent per square foot
    for expiring and terminated leases during the year(a)   |                |  | $36.19    |                 |  |  | $31.19                 |   |  |  | $28.61     |  



---



|    |  |                                                                                                                                                                                                                                                                                                       
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | These weighted average rental rates are based on
    the average annual base rent per square foot over the term of
    each of the leases and the current estimated tenant
    reimbursements.                                                                                                        
|   
|(b) |  | Weighted average annual rent per square foot for
    new office leases for which the tenants have occupied the space
    during the relevant period may lag behind market because leasing
    decisions typically are made anywhere from one month to 12 or
    more months prior to taking occupancy.

One of the main factors contributing to the
decline in occupancy for our Office Properties was the increased
level of early lease terminations. Since January 1, 2002,
we have had approximately 7.9 million square feet of early
lease terminations and received lease termination fees on a
portion of the terminations of approximately
$165.4 million. These amounts include approximately
1.8 million square feet of early lease terminations and
approximately $13.7 million of lease termination fees for
the three months ended March 31, 2003. Future rental income
may be affected by future lease terminations as we are unlikely
to be able to collect upon termination the full contracted
amount payable under the leases as well as the additional cost
of re-leasing the space. Although there is no way of predicting
future lease terminations, we currently anticipate that lease
termination fees will be significantly lower in 2003 as compared
to 2002. As of March 31, 2003, approximately
64.8 million occupied square feet (approximately 59.2% of
the total occupied square feet) is expiring through 2007,
including approximately 10.2 million occupied square feet
in the remainder of 2003. If we experience further declines in
occupancy, our revenues and results of operations in subsequent
periods will be adversely affected.

As mentioned above, there has been a general
decline in the overall market rental rates for our Office
Properties. Management believes that the extent of this decrease
in rental rates is increased as a result of our decision to
maintain tenant improvement costs per square foot for new leases
at levels similar to prior periods rather than to increase such
tenant improvement costs in response to market conditions. If
this declining trend in rental rates continues, and is not
offset by occupancy increases, we will continue to experience a
decrease in rental revenues.

22



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##### Table of Contents



In addition to the downward trends in occupancy
and market rents, we have experienced an increase in the amount
of uncollectible receivables relating to tenants in bankruptcy
or experiencing financial difficulty. For the three months ended
March 31, 2003 and 2002, bad debt expense was approximately
$7.5 million and $6.9 million, respectively. Although
we have collateral from many of our tenants, additional
write-offs may occur in subsequent periods.



| |                                          
| | -----------------------------------------
| | Trends in Property Operating
    Expenses



| |       
| | ------
| | EOPlus

In 2001, we initiated a comprehensive analysis of
our operating structure with the help of a management consulting
firm and our employees. The goal of the analysis was to
significantly reduce operating expenses, improve customer
service, reduce lease cycle time, increase occupancy and retain
tenants. The analysis resulted in a significant reengineering
effort called EOPlus. As part of this effort, many of the
activities that occurred at the property are being centralized
into core regional offices with a view towards allowing property
managers to spend more time building customer relationships. The
centralization of each regions operations is designed to
permit us to manage our buildings with fewer people. By the end
of 2003, we expect to have 15% fewer employees than at the end
of 2001 as a result of staff reductions and attrition. The
related severance expenses in 2003 will be approximately
$2.8 million. By consolidating our property management
offices, we expect to make available between 130,000 square
feet and 160,000 square feet of office space for leasing.
We anticipate this new model will be fully implemented in all of
our markets by the end of 2003. We have also created a central
purchasing function to review and analyze our goods and services
expenditures. The goal of the central purchasing function is to
obtain preferred pricing, reduce the number of our vendors and
reduce the number of invoices we process. Beginning in 2004,
after the new model is fully implemented, we expect annual cost
savings of $75 million to $100 million. We estimate
that we will recognize approximately 45 percent to
50 percent of these annual cost savings, due to the
structure of customer operating expense reimbursements in office
leases. The remainder of these annual cost savings will be
passed on to our tenants. We also expect to benefit from an
ability to offer our tenants a lower cost of occupancy than our
competition. We estimate that we will recognize approximately
$10 million of cost savings in 2003, net of the associated
severance cost and the impact of lower tenant reimbursements.



| |                                         
| | ----------------------------------------
| | Acquisition and Disposition
    Activity

Below is a summary of our acquisition and
disposition activity since January 1, 2002. The buildings
and total square feet shown include properties we own in joint
ventures with other partners and reflect the total square feet
of the properties. Excluding the joint venture partners
share of the square feet of the office properties, we
effectively owned 119,245,733 square feet of office space
as of March 31, 2003.

|                        |                                |                   |     |       |                       |  |             |                    |       |  |             |    |   |         |           |         |        |  |   |    |   |  |        |        |  
|----------------------- | ------------------------------ | ----------------- | --- | ----- | --------------------- |  | ----------- | ------------------ | ----- |  | ----------- | -- | - | ------- | --------- | ------- | ------ |  | - | -- | - |  | ------ | ------ | -
|                        |                                |                   |     |       |                       | 
|                        |                                | Office Properties |     |       | Industrial Properties |  |             | Parking Facilities |      
|                        |                                |                   |     |       |                       |  |             |                    |      
|                        |                                |                   |     | Total |                       |  |             |                    | Total |  |             |   
|                        |                                | Buildings         |     |       | Square Feet           |  |             | Buildings          |       |  | Square Feet |    |   | Garages |           |         | Spaces | 
|                        |                                |                   |     |       |                       |  |             |                    |       |  |             |    |   |         |           |         |        | 
|Properties owned as of: |                                |                   |     |       |                       |  |             |                    |       |  |             |    |   |         |           |         |        |  |   |    |   |  |        |       
|January 1, 2002         |                                |                   | 774 |       |                       |  | 128,233,987 |                    |       |  | 79          |    |   |         | 6,044,831 |         |        |  | 5 |    |   |  | 10,765 |       
|                        | Acquisitions                   |                   |     | 2     |                       |  |             | 260,372            |       |  |             |   |   |         |           |        |        |  |   |   |   |  |        |       |  
|                        | Developments placed in service |                   |     | 3     |                       |  |             | 330,646            |       |  |             |   |   |         |           |        |        |  |   |   |   |  |        |       |  
|                        | Dispositions                   |                   |     | (45   | )                     |  |             | (3,113,189         | )     |  |             | (2 | ) |         |           | (77,072 | )      |  |   | (4 | ) |  |        | (7,464 | )
|                        | Building remeasurements        |                   |     |      |                       |  |             | 13,583             |       |  |             |   |   |         |           |        |        |  |   |   |   |  |        |       |  
|                        |                                |                   |     |       |                       |  |             |                    |       |  |             |    |   |         |           |         |        | 
|December 31, 2002       |                                |                   | 734 |       |                       |  | 125,725,399 |                    |       |  | 77          |    |   |         | 5,967,759 |         |        |  | 1 |    |   |  | 3,301  |       
|                        | Developments placed in service |                   |     | 1     |                       |  |             | 225,490            |       |  |             |   |   |         |           |        |        |  |   |   |   |  |        |       |  
|                        | Dispositions                   |                   |     | (6    | )                     |  |             | (437,473           | )     |  |             | (1 | ) |         |           | (60,300 | )      |  |   |   |   |  |        |       |  
|                        | Building remeasurements        |                   |     |      |                       |  |             | 34,608             |       |  |             |   |   |         |           |        |        |  |   |   |   |  |        |       |  
|                        |                                |                   |     |       |                       |  |             |                    |       |  |             |    |   |         |           |         |        | 
|March 31, 2003          |                                |                   | 729 |       |                       |  | 125,548,024 |                    |       |  | 76          |    |   |         | 5,907,459 |         |        |  | 1 |    |   |  | 3,301  |       
|                        |                                |                   |     |       |                       |  |             |                    |       |  |             |    |   |         |           |         |        | 

23



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Primarily as a result of the acquisition and
disposition of certain properties, the financial data presented
in the consolidated statements of operations show changes in
revenues and expenses from period-to-period. Therefore, we do
not believe our period-to-period financial data are necessarily
comparable. The following analysis shows changes attributable to
the Properties that were held during the entire period for the
periods being compared (the Core Portfolio) and the
changes in our aggregate total portfolio of Properties (the
Total Portfolio).

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



| |                                                                          
| | -------------------------------------------------------------------------
| | Comparison of the three months ended
    March 31, 2003 to March 31, 2002

The table below represents selected operating
information for the Total Portfolio and for the Core Portfolio
consisting of 699 consolidated Office Properties and 76
Industrial Properties and 23 unconsolidated joint venture
Properties acquired or placed in service on or prior to
January 1, 2002.

|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |         |  |   |         |         |   |  |       |      |  
|--------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------- | ------- | --------- | -------------- | - | ------- | ---------- |  | - | ------- | --------- | - | ---- | ----- | ---- | ---- | - | ------- | ---------- |  | - | ------- | ------- |  | - | ------- | ------- | - |  | ----- | ---- | -
|                                                                                                                                  |                |                 |         |          
|                                                                                                                                  |                | Total Portfolio |         |           | Core Portfolio |  
|                                                                                                                                  |                |                 |         |           |                |  
|                                                                                                                                  |                |                 |         | Increase/ |                |   | %       |            |  |   |         | Increase/ |   |      | %     |     
|(Dollars in thousands)                                                                                                            |                | 2003            |         |           | 2002           |   |         | (Decrease) |  |   | Change  |           |   | 2003 |       |      | 2002 |   |         | (Decrease) |  |   | Change  |        
|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |        
|Property operating revenues                                                                                                       |                | $               | 812,914 |           |                | $ | 859,345 |            |  | $ | (46,431 | )         |   |      | (5.4  | )%   |      | $ | 804,929 |            |  | $ | 858,878 |         |  | $ | (53,949 | )       |   |  | (6.3  | )%  
|Fee income                                                                                                                        |                |                 | 4,936   |           |                |   | 4,078   |            |  |   | 858     |           |   |      | 21.0  |      |      |   |        |            |  |   |        |         |  |   |        |         |   |  |      |     
|Interest/dividend income                                                                                                          |                |                 | 3,262   |           |                |   | 6,841   |            |  |   | (3,579  | )         |   |      | (52.3 | )    |      |   | 917     |            |  |   | 943     |         |  |   | (26     | )       |   |  | (2.8  | )   
|Realized gain on sale of marketable securities                                                                                    |                |                 | 8,143   |           |                |   |        |            |  |   | 8,143   |           |   |      |      |      |      |   |        |            |  |   |        |         |  |   |        |         |   |  |      |     
|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |        
|                                                                                                                                  | Total revenues |                 |         | 829,255   |                |   |         | 870,264    |  |   |         | (41,009   | ) |      |       | (4.7 | )    |   |         | 805,846    |  |   |         | 859,821 |  |   |         | (53,975 | ) |  |       | (6.3 | )
|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |        
|Interest expense(a)                                                                                                               |                |                 | 205,323 |           |                |   | 204,487 |            |  |   | 836     |           |   |      | 0.4   |      |      |   | 47,386  |            |  |   | 49,361  |         |  |   | (1,975  | )       |   |  | (4.0  | )   
|Depreciation and amortization                                                                                                     |                |                 | 175,978 |           |                |   | 168,872 |            |  |   | 7,106   |           |   |      | 4.2   |      |      |   | 170,121 |            |  |   | 165,038 |         |  |   | 5,083   |         |   |  | 3.1   |     
|Real estate taxes                                                                                                                 |                |                 | 92,666  |           |                |   | 96,630  |            |  |   | (3,964  | )         |   |      | (4.1  | )    |      |   | 91,338  |            |  |   | 96,168  |         |  |   | (4,830  | )       |   |  | (5.0  | )   
|Property operating expenses                                                                                                       |                |                 | 187,597 |           |                |   | 190,195 |            |  |   | (2,598  | )         |   |      | (1.4  | )    |      |   | 184,702 |            |  |   | 189,756 |         |  |   | (5,054  | )       |   |  | (2.7  | )   
|Ground rent                                                                                                                       |                |                 | 4,596   |           |                |   | 5,511   |            |  |   | (915    | )         |   |      | (16.6 | )    |      |   | 4,456   |            |  |   | 5,330   |         |  |   | (874    | )       |   |  | (16.4 | )   
|General and administrative                                                                                                        |                |                 | 13,502  |           |                |   | 14,576  |            |  |   | (1,074  | )         |   |      | (7.4  | )    |      |   |        |            |  |   |        |         |  |   |        |         |   |  |      |     
|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |        
|                                                                                                                                  | Total expenses |                 |         | 679,662   |                |   |         | 680,271    |  |   |         | (609      | ) |      |       | (0.1 | )    |   |         | 498,003    |  |   |         | 505,653 |  |   |         | (7,650  | ) |  |       | (1.5 | )
|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |        
|Income before income taxes, allocation to
    minority interests and income from investments in unconsolidated
    joint ventures |                |                 | 149,593 |           |                |   | 189,993 |            |  |   | (40,400 | )         |   |      | (21.3 | )    |      |   | 307,843 |            |  |   | 354,168 |         |  |   | (46,325 | )       |   |  | (13.1 | )   
|Income taxes                                                                                                                      |                |                 | (996    | )         |                |   | (7,006  | )          |  |   | 6,010   |           |   |      | (85.8 | )    |      |   | (177    | )          |  |   | (46     | )       |  |   | (131    | )       |   |  | 284.8 |     
|Minority interests                                                                                                                |                |                 | (2,516  | )         |                |   | (1,406  | )          |  |   | (1,110  | )         |   |      | 78.9  |      |      |   | (2,545  | )          |  |   | (1,406  | )       |  |   | (1,139  | )       |   |  | 81.0  |     
|Income from investments in unconsolidated joint
    ventures                                                                      |                |                 | 20,764  |           |                |   | 57,628  |            |  |   | (36,864 | )         |   |      | (64.0 | )    |      |   | 16,921  |            |  |   | 17,578  |         |  |   | (657    | )       |   |  | (3.7  | )   
|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |        
|Income from continuing operations                                                                                                 |                |                 | 166,845 |           |                |   | 239,209 |            |  |   | (72,364 | )         |   |      | (30.3 | )    |      |   | 322,042 |            |  |   | 370,294 |         |  |   | (48,252 | )       |   |  | (13.0 | )   
|Discontinued operations (including net
    gain/(loss) on sales of real estate of $7,277 and $(3,009),
    respectively)          |                |                 | 7,647   |           |                |   | 5,255   |            |  |   | 2,392   |           |   |      | 45.5  |      |      |   |        |            |  |   |        |         |  |   |        |         |   |  |      |     
|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |        
|Net income                                                                                                                        |                | $               | 174,492 |           |                | $ | 244,464 |            |  | $ | (69,972 | )         |   |      | (28.6 | )%   |      | $ | 322,042 |            |  | $ | 370,294 |         |  | $ | (48,252 | )       |   |  | (13.0 | )%  
|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |        
|Property net operating income from continuing
    operations                                                                      |                | $               | 532,651 |           |                | $ | 572,520 |            |  | $ | (39,869 | )         |   |      | (7.0  | )%   |      | $ | 528,889 |            |  | $ | 572,954 |         |  | $ | (44,065 | )       |   |  | (7.7  | )%  
|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |        
|Deferred rental revenue                                                                                                           |                | $               | 13,217  |           |                | $ | 20,120  |            |  | $ | (6,903  | )         |   |      | (34.3 | )%   |      | $ | 12,990  |            |  | $ | 20,147  |         |  | $ | (7,157  | )       |   |  | (35.5 | )%  
|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |        
|Lease termination fees                                                                                                            |                | $               | 13,555  |           |                | $ | 17,812  |            |  | $ | (4,257  | )         |   |      | (23.9 | )%   |      | $ | 13,555  |            |  | $ | 17,812  |         |  | $ | (4,257  | )       |   |  | (23.9 | )%  
|                                                                                                                                  |                |                 |         |           |                |   |         |            |  |   |         |           |   |      |       |      |      |   |         |            |  |   |         |        






|    |  |                                                                                                        
|--- |  | -------------------------------------------------------------------------------------------------------
|(a) |  | Interest expense on unsecured notes and the line
    of credit are not allocated to the Core Portfolio.



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

The decrease in property operating revenues in
the Total Portfolio is primarily attributable to reduced
occupancy in the Core Portfolio which experienced a decline in
occupancy from 91.5% at January 1, 2002 to

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##### Table of Contents



86.8% at March 31, 2003. A substantial
portion of the decline in occupancy was due to lease
terminations. In addition to the decline in occupancy, rental
revenues declined as a result of rental rates on new leases
being lower on average than the average rental rates being paid
on expiring leases since the middle of 2002.




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

Interest/dividend income decreased for the Total
Portfolio primarily as a result of the redemption in 2002 of CT
Convertible Trust Is non-convertible preferred
securities that earned a 13% annual dividend for
$20.1 million, which includes accrued dividends, and a
reduction in interest income from notes receivable of
approximately $1.9 million.



| |                                                   
| | --------------------------------------------------
| | Realized Gain on Sale of Marketable
    Securities

During 2002, EOP Partnership entered into an
early lease termination with Inktomi Corporation for a
398,460-square-foot building in Redwood Shores, California. As
part of the consideration for the lease termination, EOP
Partnership received five million shares of Inktomi Corporation
common stock. These securities were sold during the first
quarter of 2003 at a gain of $8.1 million.



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

Total Portfolio and Core Portfolio depreciation
and amortization expense increased from the prior period
primarily as a result of capital and tenant improvements made
since the beginning of the prior period and from an increase in
deferred leasing costs.



| |                  
| | -----------------
| | Real Estate Taxes

Real estate taxes are generally payable after the
period in which they are incurred. During the period in which
real estate taxes are incurred the expense is estimated and
accrued. Real estate taxes decreased for the Total and Core
Portfolio primarily because actual real estate tax expense was
less than estimated accruals. In addition, real estate taxes
decreased in California as a result of property tax appeals.



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

For the Core Portfolio, property operating
expenses decreased primarily as a result of lower utility
expense of approximately $1.1 million and lower insurance
expense of approximately $1.7 million primarily as a result
of changes in our insurance coverage. In addition, for the Core
Portfolio, maintenance expense decreased by approximately
$1.8 million primarily due to new contracts that were
renegotiated as part of our EOPlus initiative and lower
occupancy and payroll expense decreased by approximately
$0.6 million due to staff reductions. These decreases in
property operating expenses were partially offset by severance
expense of approximately $1.6 million incurred in the first
quarter of 2003.



| |            
| | -----------
| | Ground Rent

Ground rent decreased as a result of the
acquisition of the underlying land previously subject to a
ground lease at an Office Property in the fourth quarter
of 2002.



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

Beginning in fiscal 2003, we reclassified
regional operating expenses and other costs directly associated
with property operations from general and administrative
expenses to property operating expenses. Approximately
$18.7 million and $18.4 million was reclassified for
the three months ended March 31, 2003 and 2002,
respectively. The regional offices exist to provide oversight
for the management and leasing of the Properties. Accordingly,
these expenses are classified as property operating expenses and
the prior periods have been reclassified to provide for
comparability. This reclassification did not change the prior
period results or partners capital.

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##### Table of Contents



In April 2003, we entered into a severance
arrangement with an executive vice president. Approximately
$4.2 million of expense relating to this severance
arrangement will be recorded during the second quarter of 2003.
The total severance consists of the accelerated vesting of share
options and restricted shares and cash payments.



| |             
| | ------------
| | Income Taxes

A corporate subsidiary of ours had an indirect
interest in the Foundry Square I joint venture for which we
accrued approximately $5.0 million of income taxes as a
result of a $40.0 million lease termination in the first
quarter of 2002. (See Income from Investment in
Unconsolidated Joint Ventures below).



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

Income from investments in unconsolidated joint
ventures decreased for the Total Portfolio primarily due to a
decrease in lease termination fees from $40.0 million to
$.2 million.



| |                        
| | -----------------------
| | Discontinued Operations

The increase in discontinued operations is
primarily due to the gain on the sale of the properties sold
during the current period as compared to the loss on the sale of
the properties sold during the prior period. The net income of
properties sold since January 1, 2002 is included in
discontinued operations up to the respective disposition date.

Property Dispositions

During the three months ended March 31,
2003, EOP Partnership disposed of six office properties and one
industrial property in separate transactions to various
unaffiliated parties for approximately $81.1 million. The
total gain on the sale of these properties was approximately
$7.3 million. The sold office properties consisted of
approximately 437,473 square feet and 32 residential
units, and the industrial property consisted of approximately
60,300 square feet.

The net income and gain/(loss) on disposal for
properties sold subsequent to December 31, 2001 is
reflected in the consolidated statements of operations as
Discontinued Operations for the periods presented. Below is a
summary of the results of operations of properties sold since
January 1, 2002 through their respective disposition dates:

|                                                               |                |                      |       |       |      |   |        |        | 
|-------------------------------------------------------------- | -------------- | -------------------- | ----- | ----- | ---- | - | ------ | ------ | 
|                                                               |                |                     
|                                                               |                | For the three months |      
|                                                               |                | ended March 31,      |      
|                                                               |                |                      |      
|(Dollars in thousands)                                         |                | 2003                 |       |       | 2002 |  
|                                                               |                |                      |       |       |      |  
|Property revenues                                              |                | $                    | 1,683 |       |      | $ | 17,098 |       
|Interest income                                                |                |                      | 3     |       |      |   | 2      |       
|                                                               |                |                      |       |       |      |  
|                                                               | Total revenues |                      |       | 1,686 |      |   |        | 17,100 | 
|                                                               |                |                      |       |       |      |  
|Interest expense                                               |                |                      | 236   |       |      |   | 334    |       
|Depreciation and amortization                                  |                |                      | 233   |       |      |   | 2,864  |       
|Property operating expenses                                    |                |                      | 829   |       |      |   | 5,579  |       
|Ground rent                                                    |                |                      | 18    |       |      |   | 59     |       
|                                                               |                |                      |       |       |      |  
|                                                               | Total expenses |                      |       | 1,316 |      |   |        | 8,836  | 
|                                                               |                |                      |       |       |      |  
|Income before net gain/(loss) on sales of real
    estate      |                |                      | 370   |       |      |   | 8,264  |       
|Net gain/(loss) on sales of real estate                        |                |                      | 7,277 |       |      |   | (3,009 | )     
|                                                               |                |                      |       |       |      |  
|Net income                                                     |                | $                    | 7,647 |       |      | $ | 5,255  |       
|                                                               |                |                      |       |       |      |  
|Property net operating income from discontinued
    operations |                | $                    | 854   |       |      | $ | 11,519 |       
|                                                               |                |                      |       |       |      |  

26



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##### Table of Contents





| |                  
| | -----------------
| | Segment Reporting

For segment reporting purposes, the office
properties, the apartment properties and the land parcels that
were sold are included in the Office Properties
segment and the industrial properties and parking facilities
that were sold are included in the Corporate and
Other segment.

Liquidity and Capital Resources



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

Net cash flow from operations represents the
primary source of liquidity to fund distributions, debt service,
capital improvements and tenant improvements. We expect that our
$1.0 billion line of credit will provide for funding of
working capital and unanticipated cash needs as well as
acquisitions and development costs.

Our net cash flow from operations is dependent
upon the occupancy level of our properties, the rental rates on
our leases, the collectibility of rent from our tenants, the
level of operating and other expenses, and other factors.
Material changes in these factors may adversely affect our net
cash flow from operations. Such changes, in turn, would
adversely affect our ability to fund distributions, debt
service, capital improvements and tenant improvements. In
addition, a material adverse change in our net cash flow from
operations may affect the financial performance covenants under
our line of credit and unsecured notes. If we fail to meet any
of our financial performance covenants our line of credit may
become unavailable to us or the interest charged on the line of
credit may increase. Either of these circumstances could
adversely affect our ability to fund working capital and
unanticipated cash needs, 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). Our partnership
agreement generally requires us to distribute substantially all
of the net cash from operations each quarter and to make
reasonable efforts to distribute to Equity Office enough cash
for it to meet the 90% distribution requirement. Accordingly, we
currently intend, although we are not legally obligated, to
continue to make regular quarterly distributions to holders of
Units and preferred units.

Subject to the foregoing, we have established
quarterly distribution rates which, if annualized, would be as
follows:

|                        |   |                         |      |         | 
|----------------------- | - | ----------------------- | ---- | ------- | 
|                        |   | Annualized Distribution |     
|Security                |   | Per Unit                |     
|                        |   |                         |     
|Units                   |   | $                       | 2.00 |        
|Preferred Units Series: |   |                         |      |        
|                        | B |                         | $    | 2.625   | 
|                        | C |                         | $    | 2.15625 | 
|                        | E |                         | $    | 1.96875 | 
|                        | F |                         | $    | 2.00    | 
|                        | G |                         | $    | 1.9375  | 

Since our anticipated distributions will not
allow us to retain sufficient cash to repay all of our debt as
it comes due using only cash from operations, we 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 to us or on acceptable terms if available.

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| |                        
| | -----------------------
| | Contractual Obligations

As of March 31, 2003, we were subject to
certain contractual payment obligations as described in the
table below. We were not subject to material capital lease
obligations or unconditional purchase obligations as of
March 31, 2003.

|                                                            |                     |                                       |           |           |            |   |         |         |         |   |         |         |           |      |         |         |           |   |        |            |           |   |        |         |           |   |           |           |           |  
|----------------------------------------------------------- | ------------------- | ------------------------------------- | --------- | --------- | ---------- | - | ------- | ------- | ------- | - | ------- | ------- | --------- | ---- | ------- | ------- | --------- | - | ------ | ---------- | --------- | - | ------ | ------- | --------- | - | --------- | --------- | --------- | -
|                                                            |                     |                                      
|                                                            |                     | Payments Due by Period                |          
|                                                            |                     |                                       |          
|                                                            |                     |                                       |           | Through   |            |   |        
|Contractual Obligations                                     |                     |                                       |           | Remainder |            |   |        
|(Dollars in thousands)                                      |                     | Total                                 |           |           | of 2003    |   |         | 2004    |         |   | 2005    |         |           | 2006 |         |         | 2007      |   |        | Thereafter |          
|                                                            |                     |                                       |           |           |            |   |         |         |         |   |         |         |           |      |         |         |           |   |        |            |          
|Long-term debt:                                             |                     |                                       |           |           |            |   |         |         |         |   |         |         |           |      |         |         |           |   |        |            |           |   |        |         |           |   |           |          
|                                                            | Mortgage debt (1)   |                                       | $         | 2,493,757 |            |   | $       | 91,567  |         |   | $       | 448,396 |           |      | $       | 568,768 |           |   | $      | 343,941    |           |   | $      | 237,024 |           |   | $         | 804,061   |          
|                                                            | Unsecured notes (2) |                                       |           | 9,216,500 |            |   |         | 400,000 |         |   |         | 880,000 |           |      |         | 675,000 |           |   |        | 650,000    |           |   |        | 976,500 |           |   |           | 5,635,000 |          
|Line of Credit                                              |                     |                                       |          |           |            |   |        |         |         |   |        |         |           |      |        |         |           |   |       |            |           |   |       |         |           |   |          |          
|Share of mortgage debt of unconsolidated joint
    ventures |                     |                                       | 817,249   |           |            |   | 107,202 |         |         |   | 117,023 |         |           |      | 466,410 |         |           |   | 51,182 |            |           |   | 1,454  |         |           |   | 73,978    |          
|Ground leases                                               |                     |                                       | 1,193,069 |           |            |   | 13,927  |         |         |   | 16,051  |         |           |      | 15,727  |         |           |   | 15,623 |            |           |   | 15,514 |         |           |   | 1,116,227 |          
|Share of ground leases of unconsolidated joint
    ventures |                     |                                       | 185,507   |           |            |   | 1,081   |         |         |   | 1,442   |         |           |      | 1,738   |         |           |   | 1,922  |            |           |   | 1,958  |         |           |   | 177,366   |          
|                                                            |                     |                                       |           |           |            |   |         |         |         |   |         |         |           |      |         |         |           |   |        |            |          
|                                                            |                     | Total Contractual Obligations         |           | $         | 13,906,082 |   |         | $       | 613,777 |   |         | $       | 1,462,912 |      |         | $       | 1,727,643 |   |        | $          | 1,062,668 |   |        | $       | 1,232,450 |   |           | $         | 7,806,632 |  
|                                                            |                     |                                       |           |           |            |   |         |         |         |   |         |         |           |      |         |         |           |   |        |            |          
|                                                           
|Weighted Average Interest Rates
    on Maturing Debt:       |                     |                                       |           |           |            |   |         |         |         |   |         |         |           |      |         |         |           |   |        |            |           |   |        |         |           |   |           |          
|                                                            |                     |                                       |           |           |            |   |         |         |         |   |         |         |           |      |         |         |           |   |        |            |          
|Long-term debt:                                             |                     |                                       |           |           |            |   |         |         |         |   |         |         |           |      |         |         |           |   |        |            |           |   |        |         |           |   |           |          
|                                                            | Mortgage debt       |                                       |           | 7.61      | %          |   |         | 7.73    | %       |   |         | 7.13    | %         |      |         | 7.87    | %         |   |        | 7.15       | %         |   |        | 7.88    | %         |   |           | 7.79      | %        
|                                                            | Unsecured notes     |                                       |           | 6.98      | %          |   |         | 7.55    | %       |   |         | 5.42    | %         |      |         | 5.67    | %         |   |        | 7.52       | %         |   |        | 7.52    | %         |   |           | 7.18      | %        
|Line of credit                                              |                     |                                       |          |           |            |   |        |         |         |   |        |         |           |      |        |         |           |   |       |            |           |   |       |         |           |   |          |          
|Share of mortgage debt of unconsolidated joint
    ventures |                     |                                       | 5.87      | %         |            |   | 2.24    | %       |         |   | 2.41    | %       |           |      | 7.34    | %       |           |   | 7.67   | %          |           |   |       |         |           |   | 5.42      | %        
|                                                            |                     |                                       |           |           |            |   |         |         |         |   |         |         |           |      |         |         |           |   |        |            |          
|                                                            |                     | Total Weighted Average Interest Rates |           |           | 7.03       | % |         |         | 6.60    | % |         |         | 5.70      | %    |         |         | 6.85      | % |        |            | 7.41      | % |        |         | 7.59      | % |           |           | 7.24      | %
|                                                            |                     |                                       |           |           |            |   |         |         |         |   |         |         |           |      |         |         |           |   |        |            |          






|    |                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------
|(1) | Balance excludes net discount of
    $(13.0) million, net of accumulated amortization of
    approximately $(6.4) million.
|   
|(2) | Balance excludes net premium of
    $32.5 million, net of accumulated amortization of
    approximately $(22.5) million.  



| |                                         
| | ----------------------------------------
| | Forward-Starting Interest Rate
    Swaps

In October 2002, we entered into
$1.1 billion of forward-starting interest rate swaps to
effectively fix the 10-year Treasury rate at approximately 3.7%
for note offerings that occurred in 2003 and are anticipated to
occur in 2004. The forward-starting interest rate swaps were
entered into at current market rates and, therefore, had no
initial cost. The terms of the forward-starting interest rate
swaps require us to pay a fixed-interest rate to the
counterparties and to receive a variable rate from the
counterparties. The swaps settle at six-month intervals
beginning in 2003 and 2004 and are scheduled to terminate in
2004. In connection with a $500 million note offering in
January 2003, we settled one of the swaps that had a notional
amount of $300 million and received approximately
$0.8 million. The market value of the remaining
forward-starting swaps that have a combined notional amount of
$800 million at March 31, 2003 was a liability of
approximately $20.7 million, which is included in other
liabilities and in other comprehensive income. We are obligated
to settle the swap agreements no later than the commencement of
the anticipated unsecured note offering to be issued in early
2004. Upon settlement of the swaps, we may be obligated to pay
the counterparties a settlement payment, or alternatively to
receive settlement proceeds from the counterparties. Any monies
paid or received will be amortized to interest expense over the
term of the respective note offering.

28



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| |                                   
| | ----------------------------------
| | Off-Balance Sheet
    Arrangements



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

In accordance with the agreement governing the
investment in Wright Runstad Associates Limited Partnership
(WRALP) made in 1997, we agreed, for a period
generally continuing until December 31, 2007, to make
available to WRALP up to $20.0 million in additional
financing or credit support for future development. As of
March 31, 2003, no amounts have been funded pursuant to
this agreement. However, we have unconditionally guaranteed
payment of WRALPs $19.5 million revolving line of
credit, which has an outstanding balance of approximately
$12.9 million as of March 31, 2003. WRALPs
current line of credit matures in July 2003. We do not have a
liability accrued related to this guarantee. In the event we
make payment on WRALPs line of credit and WRALP does not
repay us, we are entitled to (i) terminate the credit
facility provided to WRALP from us and (ii) declare all
amounts borrowed by WRALP due and payable. We believe the risk
of an unrecovered loss is minimal at this time.



| |                  
| | -----------------
| | Letters of Credit

As of March 31, 2003, we had provided
approximately $3.3 million in letters of credit to third
parties. The letters of credit were required to be issued under
the provisions of our workers compensation insurance
policies and certain utility contracts.



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

The table below summarizes our consolidated
mortgage debt and unsecured notes and line of credit
indebtedness at March 31, 2003 and December 31, 2002,
including a net unamortized discount on mortgage debt of
$(13.0) million and $(12.6) million, respectively, and
a net unamortized premium on unsecured notes of
$32.5 million and $41.2 million, respectively,
recorded in connection with property acquisitions, mergers,
issuances of unsecured notes and interest rate swap settlements.

|                                       |                  |                         |   |            |              |   |   |            |            |  
|-------------------------------------- | ---------------- | ----------------------- | - | ---------- | ------------ | - | - | ---------- | ---------- | -
|                                       |                  | March 31,               |   |            | December 31, |  
|(Dollars in thousands)                 |                  | 2003                    |   |            | 2002         |  
|                                       |                  |                         |   |            |              |  
|Balance                                |                  |                         |   |            |              |   |   |           
|                                       | Fixed rate       |                         | $ | 11,693,754 |              |   | $ | 11,529,541 |           
|                                       | Variable rate(1) |                         |   | 36,000     |              |   |   | 241,700    |           
|                                       |                  |                         |   |            |              |  
|                                       |                  | Total                   |   | $          | 11,729,754   |   |   | $          | 11,771,241 |  
|                                       |                  |                         |   |            |              |  
|Percent of total debt                  |                  |                         |   |            |              |   |   |           
|                                       | Fixed rate       |                         |   | 99.7       | %            |   |   | 97.9       | %         
|                                       | Variable rate(1) |                         |   | 0.3        |              |   |   | 2.1        | %         
|                                       |                  |                         |   |            |              |  
|                                       |                  | Total                   |   |            | 100.0        | % |   |            | 100.0      | %
|                                       |                  |                         |   |            |              |  
|All in/effective rate at end of period |                  |                         |   |            |              |   |   |           
|                                       | Fixed rate       |                         |   | 7.13       | %            |   |   | 7.17       | %         
|                                       | Variable rate(1) |                         |   | 1.88       | %            |   |   | 2.37       | %         
|                                       |                  |                         |   |            |              |  
|                                       |                  | Effective interest rate |   |            | 7.11         | % |   |            | 7.08       | %
|                                       |                  |                         |   |            |              |  



---

|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|(1) | The variable rate debt bears interest at a rate
    based on various spreads over LIBOR.



| |              
| | -------------
| | Mortgage Debt

As of March 31, 2003, total mortgage debt
(excluding our share of the mortgage debt at our unconsolidated
joint ventures of approximately $817.2 million) consisted
of approximately $2,444.7 million of fixed rate debt with a
weighted average interest rate of approximately 7.7% and
$36.0 million of variable rate debt based on LIBOR plus
55 basis points (as of March 31, 2003, the variable
rate was approximately 1.88%). See Liquidity and Capital
Resources  Contractual Obligations for annual
payment of obligations under our mortgage debt.

29



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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

We have a $1.0 billion revolving credit
facility that was obtained in May 2000. As of March 31,
2003, no amounts were outstanding under this facility. The line
of credit bears interest at LIBOR plus 60 basis points and
matures on May 12, 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 outstanding obligations
under the line of credit.

In May, our existing line of credit matured and
we obtained a new $1.0 billion revolving credit facility.
The new line of credit bears interest at LIBOR plus
60 basis points and matures in May 2006. The financial
covenants and restrictions under the new line of credit are
substantially similar to those we were subject to under the
previous line of credit.



| |                
| | ---------------
| | Unsecured Notes

Unsecured notes increased to approximately
$9,249.0 million at March 31, 2003 compared to
approximately $9,057.7 million at December 31, 2002,
as a result of the issuance in January of $500 million
5.875% unsecured notes due January 15, 2013, partially
offset by the repayment of $300 million 6.375% unsecured
notes and amortization of discounts and premiums.

The table below summarizes the unsecured notes
outstanding as of March 31, 2003:

|                          |  |                        |      |   |           |  |      |           |  |   |           |  |  |  |          | 
|------------------------- |  | ---------------------- | ---- | - | --------- |  | ---- | --------- |  | - | --------- |  |  |  | -------- | 
|                          |  | Coupon/                |      |   | All-in    |  |      |           |  |  
|                          |  | Stated                 |      |   | Effective |  |      | Principal |  |   | Maturity  | 
|Original Term (in years)  |  | Rate                   |      |   | Rate(a)   |  |      | Amount    |  |   | Date      | 
|                          |  |                        |      |   |           |  |      |           |  |   |           | 
|                          |  |                       
|                          |  | (Dollars in thousands) |     
|3 Year Unsecured Notes    |  |                        | 7.38 | % |           |  | 7.55 | %         |  | $ | 400,000   |  |  |  | 11/15/03 | 
|5 Year Unsecured Notes    |  |                        | 6.50 | % |           |  | 4.59 | %         |  |   | 300,000   |  |  |  | 01/15/04 | 
|9 Year Unsecured Notes    |  |                        | 6.90 | % |           |  | 6.27 | %         |  |   | 100,000   |  |  |  | 01/15/04 | 
|5 Year Unsecured Notes    |  |                        | 6.80 | % |           |  | 6.10 | %         |  |   | 200,000   |  |  |  | 05/01/04 | 
|6 Year Unsecured Notes    |  |                        | 6.50 | % |           |  | 5.31 | %         |  |   | 250,000   |  |  |  | 06/15/04 | 
|7 Year Unsecured Notes    |  |                        | 7.24 | % |           |  | 7.26 | %         |  |   | 30,000    |  |  |  | 09/01/04 | 
|8 Year Unsecured Notes    |  |                        | 6.88 | % |           |  | 6.40 | %         |  |   | 125,000   |  |  |  | 02/01/05 | 
|7 Year Unsecured Notes    |  |                        | 6.63 | % |           |  | 4.99 | %         |  |   | 400,000   |  |  |  | 02/15/05 | 
|7 Year Unsecured Notes    |  |                        | 8.00 | % |           |  | 6.49 | %         |  |   | 100,000   |  |  |  | 07/19/05 | 
|8 Year Unsecured Notes    |  |                        | 7.36 | % |           |  | 7.69 | %         |  |   | 50,000    |  |  |  | 09/01/05 | 
|6 Year Unsecured Notes    |  |                        | 8.38 | % |           |  | 7.65 | %         |  |   | 500,000   |  |  |  | 03/15/06 | 
|9 Year Unsecured Notes    |  |                        | 7.44 | % |           |  | 7.74 | %         |  |   | 50,000    |  |  |  | 09/01/06 | 
|10 Year Unsecured Notes   |  |                        | 7.13 | % |           |  | 6.74 | %         |  |   | 100,000   |  |  |  | 12/01/06 | 
|9 Year Unsecured Notes    |  |                        | 7.00 | % |           |  | 6.80 | %         |  |   | 1,500     |  |  |  | 02/02/07 | 
|9 Year Unsecured Notes    |  |                        | 6.88 | % |           |  | 6.83 | %         |  |   | 25,000    |  |  |  | 04/30/07 | 
|9 Year Unsecured Notes    |  |                        | 6.76 | % |           |  | 6.76 | %         |  |   | 300,000   |  |  |  | 06/15/07 | 
|10 Year Unsecured Notes   |  |                        | 7.41 | % |           |  | 7.70 | %         |  |   | 50,000    |  |  |  | 09/01/07 | 
|7 Year Unsecured Notes    |  |                        | 7.75 | % |           |  | 7.91 | %         |  |   | 600,000   |  |  |  | 11/15/07 | 
|10 Year Unsecured Notes   |  |                        | 6.75 | % |           |  | 6.97 | %         |  |   | 150,000   |  |  |  | 01/15/08 | 
|10 Year Unsecured Notes   |  |                        | 6.75 | % |           |  | 7.01 | %         |  |   | 300,000   |  |  |  | 02/15/08 | 
|8 Year Unsecured Notes(b) |  |                        | 7.25 | % |           |  | 7.64 | %         |  |   | 325,000   |  |  |  | 11/15/08 | 
|10 Year Unsecured Notes   |  |                        | 6.80 | % |           |  | 6.94 | %         |  |   | 500,000   |  |  |  | 01/15/09 | 
|10 Year Unsecured Notes   |  |                        | 7.25 | % |           |  | 7.14 | %         |  |   | 200,000   |  |  |  | 05/01/09 | 
|11 Year Unsecured Notes   |  |                        | 7.13 | % |           |  | 6.97 | %         |  |   | 150,000   |  |  |  | 07/01/09 | 
|10 Year Unsecured Notes   |  |                        | 8.10 | % |           |  | 8.22 | %         |  |   | 360,000   |  |  |  | 08/01/10 | 
|10 Year Unsecured Notes   |  |                        | 7.65 | % |           |  | 7.20 | %         |  |   | 200,000   |  |  |  | 12/15/10 | 
|10 Year Unsecured Notes   |  |                        | 7.00 | % |           |  | 6.83 | %         |  |   | 1,100,000 |  |  |  | 07/15/11 | 
|10 Year Unsecured Notes   |  |                        | 6.75 | % |           |  | 7.02 | %         |  |   | 500,000   |  |  |  | 02/15/12 | 

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|                                                                                 |                         |                           |           |      |           |   |  |           |      |   |          |         |           |  |  |          |  | 
|-------------------------------------------------------------------------------- | ----------------------- | ------------------------- | --------- | ---- | --------- | - |  | --------- | ---- | - | -------- | ------- | --------- |  |  | -------- |  | 
|                                                                                 |                         | Coupon/                   |           |      | All-in    |   |  |           |      |  
|                                                                                 |                         | Stated                    |           |      | Effective |   |  | Principal |      |   | Maturity |        
|Original Term (in years)                                                         |                         | Rate                      |           |      | Rate(a)   |   |  | Amount    |      |   | Date     |        
|                                                                                 |                         |                           |           |      |           |   |  |           |      |   |          |        
|                                                                                 |                         |                          
|                                                                                 |                         | (Dollars in thousands)    |          
|                                                                                 | 10 Year Unsecured Notes |                           |           | 5.88 | %         |   |  | 5.98      | %    |   |          | 500,000 |           |  |  | 01/15/03 | 
|                                                                                 | 20 Year Unsecured Notes |                           |           | 7.88 | %         |   |  | 8.08      | %    |   |          | 25,000  |           |  |  | 12/01/16 | 
|                                                                                 | 20 Year Unsecured Notes |                           |           | 7.35 | %         |   |  | 8.08      | %    |   |          | 200,000 |           |  |  | 12/01/17 | 
|                                                                                 | 20 Year Unsecured Notes |                           |           | 7.25 | %         |   |  | 7.54      | %    |   |          | 250,000 |           |  |  | 02/15/18 | 
|                                                                                 | 30 Year Unsecured Notes |                           |           | 7.50 | %         |   |  | 8.24      | %    |   |          | 150,000 |           |  |  | 10/01/27 | 
|                                                                                 | 30 Year Unsecured Notes |                           |           | 7.25 | %         |   |  | 7.31      | %    |   |          | 225,000 |           |  |  | 06/15/28 | 
|                                                                                 | 30 Year Unsecured Notes |                           |           | 7.50 | %         |   |  | 7.55      | %    |   |          | 200,000 |           |  |  | 04/19/29 | 
|                                                                                 | 30 Year Unsecured Notes |                           |           | 7.88 | %         |   |  | 7.94      | %    |   |          | 300,000 |           |  |  | 07/15/31 | 
|                                                                                 |                         |                           |           |      |           |   |  |           |      |   |          |        
|                                                                                 |                         | Weighted Average/Subtotal |           |      | 7.15      | % |  |           | 6.98 | % |          |         | 9,216,500 |  |  |          |  | 
|                                                                                 |                         |                           |           |      |           |   |  |           |      |   |          |        
|Net premium (net of accumulated amortization of
    approximately $22.5 million) |                         |                           | 32,517    |      |           |   |  |          
|                                                                                 |                         |                           |           |      |           |  
|Total                                                                            |                         | $                         | 9,249,017 |      |           |   |  |          
|                                                                                 |                         |                           |           |      |           |  



---

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Includes the effect of settled interest rate
    protection and swap agreements, offering and transaction costs
    and premiums and discounts on certain unsecured notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(b) |  | The notes are exchangeable into Equity Office
    Common Shares at an exchange rate of $34.00 per share. If
    the closing price 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 the number of Common Shares into which the
    principal amount of notes subject to such exercise would
    otherwise be exchangeable and the current market price per
    Common Share. Upon exchange of a $1,000 note for Common Shares
    of Equity Office, we would issue a corresponding number of Units
    to Equity Office on a one-for-one basis.

As of May 2, 2003, $1.6 billion of
capacity was available for issuance under a shelf registration
statement.



| |                                                            
| | -----------------------------------------------------------
| | Restrictions and Covenants under Unsecured
    Indebtedness

Agreements or instruments relating to our
unsecured notes and the line of credit contain certain financial
restrictions and requirements described below. As of
March 31, 2003, we were in compliance with each of these
financial restrictions and requirements.

Set forth below are the financial restrictions
and requirements to which we are subject under our current line
of credit agreement:



| |   |                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | total liabilities to total asset value may not
    exceed 0.55:1 at any time;                                                                                                                       
|
| |  | earnings before interest, taxes, depreciation and
    amortization to interest expense may not be less than 2.00:1;                                                                                 
|
| |  | cash flow to fixed charges may not be less than
    1.5:1;                                                                                                                                          
|
| |  | secured debt to total asset value may not exceed
    0.40:1;                                                                                                                                        
|
| |  | unsecured debt to unencumbered asset value may
    not exceed 0.55:1;                                                                                                                               
|
| |  | unencumbered net operating income to unsecured
    debt service may not be less than 2.0:1;                                                                                                         
|
| |  | consolidated tangible net worth may not be less
    than the sum of $10.7 billion and 70% of all net offering
    proceeds received by Equity Office or EOP Partnership after
    December 31, 2002;
|
| |  | we may not pay any distributions on Common Shares
    and Units in excess of 90% of annual funds from
    operations; and                                                                           

31



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##### Table of Contents





| |   |                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our investments in unimproved assets, interest in
    taxable REIT subsidiaries, developments, unconsolidated joint
    ventures, mortgages and securities, in the aggregate, may not
    exceed 25% of our total asset value.

Set forth below are the financial restrictions
and requirements to which we are subject under our unsecured
note indentures and our performance under each covenant as of
March 31, 2003:

|                                                                                                             |  |                    |      | 
|------------------------------------------------------------------------------------------------------------ |  | ------------------ | ---- | 
|Covenants (in each case as defined in the respective indenture)                                              |  | Actual Performance |     
|                                                                                                             |  |                    |     
|Debt to Adjusted Total Assets may not exceed
    0.60:1                                                      |  |                    | 0.47 | 
|Secured Debt to Adjusted Total Assets may not
    exceed 0.40:1                                              |  |                    | 0.12 | 
|Consolidated Income Available for Debt Service to
    Annual Debt Service charge may not be less than 1.50:1 |  |                    | 2.66 | 
|Total Unencumbered Assets to Unsecured Debt may
    not be less than 1.50:1                                  |  |                    | 2.22 | 



| |                  
| | -----------------
| | Equity Securities

A summary of the activity of Equity Offices
Common Shares and EOP Partnerships Units (exclusive of
Units owned by Equity Office) during the three months ended
March 31, 2003 is as follows:

|                                 |                                                                     |               |             |            |       |  |            |          |   |  |             |            |  
|-------------------------------- | ------------------------------------------------------------------- | ------------- | ----------- | ---------- | ----- |  | ---------- | -------- | - |  | ----------- | ---------- | -
|                                 |                                                                     | Common Shares |             |            | Units |  |            | Total    |  
|                                 |                                                                     |               |             |            |       |  |            |          |  
|Outstanding at December 31, 2002 |                                                                     |               | 411,200,998 |            |       |  | 50,206,731 |          |   |  | 461,407,729 |           
|                                 | Share options exercised                                             |               |             | 61,226     |       |  |            |         |   |  |             | 61,226     |  
|                                 | Common Shares repurchased/retired(1)                                |               |             | (6,216,500 | )     |  |            |         |   |  |             | (6,216,500 | )
|                                 | Units redeemed for Common Shares                                    |               |             | 286,917    |       |  |            | (286,917 | ) |  |             |           |  
|                                 | Units redeemed for cash                                             |               |             |           |       |  |            | (3,424   | ) |  |             | (3,424     | )
|                                 | Restricted shares and share awards issued, net of
    cancellations |               |             | 911,216    |       |  |            |         |   |  |             | 911,216    |  
|                                 |                                                                     |               |             |            |       |  |            |          |  
|Outstanding at March 31, 2003    |                                                                     |               | 406,243,857 |            |       |  | 49,916,390 |          |   |  | 456,160,247 |           
|                                 |                                                                     |               |             |            |       |  |            |          |  



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Equity Office repurchased 6,216,500 Common Shares
    at an average price of $24.43 per share for a total of
    $151.9 million in the aggregate. In connection with the
    repurchases, EOP Partnership purchased from Equity Office and
    retired a corresponding number of Units for an aggregate
    purchase price equal to the aggregate purchase price for all
    Common Share repurchases.

Cash Flows

The following summary discussion of our cash
flows is based on the consolidated statements of cash flows in
Item 1.  Financial Statements and is
not meant to be an all-inclusive discussion of the changes in
our cash flows for the periods presented below.



| |                                               
| | ----------------------------------------------
| | Three Months Ended March 31, 2003 and
    2002

Cash and cash equivalents increased by
approximately $4.9 million to approximately
$63.3 million at March 31, 2003, compared to
$58.5 million at December 31, 2002. This increase was
the net result of approximately $251.6 million provided by
operating activities, approximately $56.6 million used for
investing activities (consisting primarily of approximately
$94.6 million used for capital and tenant improvements and
lease acquisition costs partially offset by approximately
$42.8 million provided by property dispositions) and
approximately $190.2 million used for financing activities
(primarily Unit repurchases).

Additional Items



| |                                        
| | ---------------------------------------
| | Escrow Deposits and Restricted
    Cash

Escrow deposits primarily consist of amounts held
by lenders to provide for future real estate tax expenditures
and tenant improvements, earnest money deposits on acquisitions
and net proceeds from

32



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##### Table of Contents



tax-deferred dispositions. Restricted cash
represents amounts committed for various utility deposits and
security deposits. Certain of these amounts may be reduced upon
the fulfillment of certain obligations. The escrow deposits and
restricted cash increased approximately $32.9 million to
$62.1 million at March 31, 2003, from
$29.2 million at December 31, 2002. The increase was
primarily due to proceeds of approximately $19.3 million
from the sale of certain properties in 2003 that were deposited
into a tax-deferred escrow account and an increase in real
estate tax escrows of approximately $11.0 million.




| |                                          
| | -----------------------------------------
| | Accounts Payable and Accrued
    Expenses

Accounts payable and accrued expenses decreased
by approximately $89.5 million to approximately
$470.6 million at March 31, 2003, compared to
$560.1 million at December 31, 2002 due to
a decrease in accounts payable of approximately
$59.6 million and a decrease in accrued interest payable of
approximately $34.3 million. The decrease in accrued
interest is primarily due to the timing of the interest payments
on the various unsecured notes.



| |                     
| | --------------------
| | Distribution Payable

Distribution payable increased by approximately
$227.5 million to approximately $233.1 million at
March 31, 2003, compared to $5.7 million at
December 31, 2002. This increase was a result of the common
share dividend declaration for the first quarter 2003 which was
paid in April 2003. At December 31, 2002, the fourth
quarter distribution was declared and paid in December 2002.

Market Risk

Since December 31, 2002 there were no
material changes in the information regarding market risk that
was provided in the Form 10-K for the year ended
December 31, 2002, except as noted below:



| |                                         
| | ----------------------------------------
| | Forward-Starting Interest Rate
    Swaps

In October 2002, we entered into
$1.1 billion of forward-starting interest rate swaps to
effectively fix the 10-year Treasury rate at approximately 3.7%
for note offerings that occurred in 2003 and are anticipated to
occur in 2004. The forward-starting interest rate swaps were
entered into at current market rates and, therefore, had no
initial cost. The terms of the forward-starting interest rate
swaps require us to pay a fixed-interest rate to the
counterparties and to receive a variable rate from the
counterparties. The swaps settle at six-month intervals
beginning in 2003 and 2004 and are scheduled to terminate in
2004. In connection with a $500 million note offering in
January 2003, we settled one of the swaps that had a notional
amount of $300 million and received approximately
$0.8 million. The market value of the remaining
forward-starting swaps that have a combined notional amount of
$800 million at March 31, 2003 was a liability of
approximately $20.7 million which is included in other
liabilities and in other comprehensive income. We are obligated
to settle the swap agreements no later than the commencement of
the anticipated unsecured note offering to be issued in early
2004. Upon settlement of the swaps, we may be obligated to pay
the counterparties a settlement payment, or alternatively to
receive settlement proceeds from the counterparties. Any monies
paid or received will be amortized to interest expense over the
term of the respective note offering.

Capital Improvements, Tenant Improvements and
Leasing Commissions



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

Significant renovations and improvements which
improve or extend the useful life of our Properties are
capitalized. We categorize these capital expenditures as follows:



| |   |                                                                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Capital
    Improvements improvements
    that enhance the value of the property such as lobby
    renovations, roof replacement, significant renovations for
    Americans with Disabilities Act compliance, chiller replacement
    and elevator upgrades.
|
| |  | Development and Redevelopment
    Costs include costs
    associated with the development or redevelopment of a property
    including tenant improvements, leasing commissions, capitalized
    interest and                                               

33



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##### Table of Contents



| |  |                                                                                                                                       
| |  | --------------------------------------------------------------------------------------------------------------------------------------
| |  | operating costs incurred during completion of the
    property and incurred while the property is made ready for its
    intended use.

The table below details the costs incurred for
each type of improvement.

|                       |                            |                                      |        |                |                      |   |       |              |                |   |                      |        |  |   |        |        | 
|---------------------- | -------------------------- | ------------------------------------ | ------ | -------------- | -------------------- | - | ----- | ------------ | -------------- | - | -------------------- | ------ |  | - | ------ | ------ | 
|                       |                            |                                     
|                       |                            | For the three months ended March 31, |       
|                       |                            |                                      |       
|                       |                            |                                      |        |               
|                       |                            | 2003                                 |        |                | 2002                 |  
|                       |                            |                                      |        |                |                      |  
|                       |                            |                                      |        | Unconsolidated |                      |   |       |              | Unconsolidated |  
|                       |                            | Consolidated                         |        |                | Properties (EOP      |   |       | Consolidated |                |   | Properties (EOP      |       
|(Dollars in thousands) |                            | Properties                           |        |                | Partnerships share) |   |       | Properties   |                |   | Partnerships share) |       
|                       |                            |                                      |        |                |                      |   |       |              |                |   |                      |       
|Capital Improvements   |                            |                                      |        |                |                      |   |       |              |                |   |                      |        |  |   |        |       
|Capital improvements   |                            | $                                    | 5,040  |                |                      | $ | 275   |              |                | $ | 11,151               |        |  | $ | 374    |       
|Development costs      |                            |                                      | 23,597 |                |                      |   | 4,546 |              |                |   | 23,356               |        |  |   | 29,873 |       
|Redevelopment costs(a) |                            |                                      | 3,671  |                |                      |   |      |              |                |   | 9,222                |        |  |   |       |       
|                       |                            |                                      |        |                |                      |   |       |              |                |   |                      |       
|                       | Total capital improvements |                                      | $      | 32,308         |                      |   | $     | 4,821        |                |   | $                    | 43,729 |  |   | $      | 30,247 | 
|                       |                            |                                      |        |                |                      |   |       |              |                |   |                      |       



---

|    |  |                                                                                                                                                                                                                
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Properties included in redevelopment for 2003 are
    Tabor Center, Polk and Taylor Buildings and Worldwide Plaza.
    Redevelopments for 2002 are U.S. Bancorp, Tabor Center and
    Polk and Taylor Building.



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

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

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 useful measure of the total tenant
improvement and leasing commission costs for the periods
presented.

|                                                      |  |                                      |        |            |             |   |       |             |            |   |             |  |  |   |       | 
|----------------------------------------------------- |  | ------------------------------------ | ------ | ---------- | ----------- | - | ----- | ----------- | ---------- | - | ----------- |  |  | - | ----- | 
|                                                      |  |                                     
|                                                      |  | For the three months ended March 31, |       
|                                                      |  |                                      |       
|                                                      |  |                                      |        |           
|                                                      |  | 2003                                 |        |            | 2002        |  
|                                                      |  |                                      |        |            |             |  
|                                                      |  |                                      |        | Total Cost |             |   |       |             | Total Cost |  
|                                                      |  |                                      |        | per Square |             |   |       |             | per Square |  
|(Dollars in thousands except per square foot amounts) |  | Total Costs                          |        |            | Foot Leased |   |       | Total Costs |            |   | Foot Leased | 
|                                                      |  |                                      |        |            |             |   |       |             |            |   |             | 
|Consolidated Properties:                              |  |                                      |        |            |             |   |       |             |            |   |             |  |  |   |       | 
|Office Properties:                                    |  |                                      |        |            |             |   |       |             |            |   |             |  |  |   |       | 
|Renewals                                              |  | $                                    | 23,818 |            |             | $ | 8.94  |             |            | $ | 11,722      |  |  | $ | 6.55  | 
|Retenanted                                            |  |                                      | 43,258 |            |             |   | 17.46 |             |            |   | 30,985      |  |  |   | 16.36 | 
|                                                      |  |                                      |        |            |             |   |       |             |            |   |             | 
|Total/Weighted Average                                |  | $                                    | 67,076 |            |             | $ | 13.05 |             |            | $ | 42,707      |  |  | $ | 11.59 | 
|                                                      |  |                                      |        |            |             |   |       |             |            |   |             | 
|Industrial Properties:                                |  |                                      |        |            |             |   |       |             |            |   |             |  |  |   |       | 
|Renewals                                              |  | $                                    | 145    |            |             | $ | 0.99  |             |            | $ |            |  |  | $ |      | 
|Retenanted                                            |  |                                      | 232    |            |             |   | 1.99  |             |            |   | 3           |  |  |   | 0.72  | 
|                                                      |  |                                      |        |            |             |   |       |             |            |   |             | 
|Total/Weighted Average                                |  | $                                    | 377    |            |             | $ | 1.43  |             |            | $ | 3           |  |  | $ | 0.20  | 
|                                                      |  |                                      |        |            |             |   |       |             |            |   |             | 
|Unconsolidated Joint
    Ventures(a):                 |  |                                      |        |            |             |   |       |             |            |   |             |  |  |   |       | 
|Renewals                                              |  | $                                    | 8,193  |            |             | $ | 36.99 |             |            | $ | 487         |  |  | $ | 8.58  | 
|Retenanted                                            |  |                                      | 2,157  |            |             |   | 25.46 |             |            |   | 1,207       |  |  |   | 15.53 | 
|                                                      |  |                                      |        |            |             |   |       |             |            |   |             | 
|Total/Weighted Average                                |  | $                                    | 10,350 |            |             | $ | 33.80 |             |            | $ | 1,694       |  |  | $ | 12.60 | 
|                                                      |  |                                      |        |            |             |   |       |             |            |   |             | 



---

|    |  |                                                                                                                                                                                             
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Represents EOP Partnerships share of
    unconsolidated joint venture tenant improvement and leasing
    costs. All joint venture information included above is from
    office properties.

34



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##### Table of Contents



The above information includes actual capital
improvements incurred and tenant improvements and leasing
commissions for leases which commenced during the period shown.
The amounts included in the consolidated statement of cash flows
represent the cash expenditures made during the 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 and equipment, software, leasehold improvements and
other. The reconciliation between the amounts above for the
consolidated properties and the amounts disclosed in the
consolidated statement of cash flows is as follows:

|                                                                                                                            |                       |                      |        |        |      |   |         |        | 
|--------------------------------------------------------------------------------------------------------------------------- | --------------------- | -------------------- | ------ | ------ | ---- | - | ------- | ------ | 
|                                                                                                                            |                       |                     
|                                                                                                                            |                       | For the three months |       
|                                                                                                                            |                       | ended March 31,      |       
|                                                                                                                            |                       |                      |       
|(Dollars in thousands)                                                                                                      |                       | 2003                 |        |        | 2002 |  
|                                                                                                                            |                       |                      |        |        |      |  
|Total capital improvements                                                                                                  |                       | $                    | 32,308 |        |      | $ | 43,729  |       
|Tenant improvements and leasing
    commissions:                                                                            |                       |                      |        |        |      |   |         |       
|                                                                                                                            | Office Properties     |                      |        | 67,076 |      |   |         | 42,707 | 
|                                                                                                                            | Industrial Properties |                      |        | 377    |      |   |         | 3      | 
|Expenditures for corporate furniture, fixtures
    and equipment, software, leasehold improvements and other                |                       |                      | 1,856  |        |      |   | 1,077   |       
|Timing differences                                                                                                          |                       |                      | (7,009 | )      |      |   | (12,551 | )     
|                                                                                                                            |                       |                      |        |        |      |  
|Total capital improvements, tenant improvements
    and leasing commissions on the consolidated statement of cash
    flows |                       | $                    | 94,608 |        |      | $ | 74,965  |       
|                                                                                                                            |                       |                      |        |        |      |  
|Capital and tenant improvements from consolidated
    statements of cash flows                                              |                       | $                    | 57,778 |        |      | $ | 58,215  |       
|Lease commissions and other costs from
    consolidated statements of cash flows                                            |                       |                      | 36,830 |        |      |   | 16,750  |       
|                                                                                                                            |                       |                      |        |        |      |  
|Total capital improvements, tenant improvements
    and leasing commissions on the consolidated statement of cash
    flows |                       | $                    | 94,608 |        |      | $ | 74,965  |       
|                                                                                                                            |                       |                      |        |        |      |  

Developments

We currently own directly and through joint
ventures several properties in various stages of development or
pre-development. These developments are funded by working
capital and the line of credit. Specifically identifiable direct
acquisition, development and construction costs are capitalized,
including, where applicable, 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 March 31, 2003.

|                            |  |           |         |  |          |                   |           |  |   |                        |           |  |            |          |  |         |       |       |           |         |         |           |         |   |            |  |  |   |         |  |  |  |    |  
|--------------------------- |  | --------- | ------- |  | -------- | ----------------- | --------- |  | - | ---------------------- | --------- |  | ---------- | -------- |  | ------- | ----- | ----- | --------- | ------- | ------- | --------- | ------- | - | ---------- |  |  | - | ------- |  |  |  | -- | -
|                            |  |           |         |  |          |                   |           |  |   |                        |           |  |            |         
|                            |  |           |         |  |          |                   |           |  |   | EOP Partnerships      |           |  |            |          | 
|                            |  |           |         |  |          |                   |           |  |   |                        |           |  |            |          | 
|                            |  | Estimated |         |  |          |                   |           |  |   |                        |           |  | Costs      |          |  |         |       | Total |           |         |        
|                            |  | Placed in |         |  |          |                   |           |  |   |                        | Ownership |  |            | Incurred |  |         | Total |       |           | Project |         |           | Current |  
|                            |  | Service   |         |  |          |                   | Number of |  |   | Square                 |           |  | Percentage |          |  | To Date |       |       | Estimated |         |         | Estimated |         |   | Percentage | 
|Wholly-Owned                |  | Date(a)   |         |  | Location |                   | Buildings |  |   | Feet                   |           |  | (a)        |          |  | (a)     |       |       | Costs (a) |         |         | Costs (a) |         |   | Leased     | 
|                            |  |           |         |  |          |                   |           |  |   |                        |           |  |            |          |  |         |       |       |           |         |         |           |         |   |            | 
|                            |  |           |         |  |          |                   |           |  |   |                        |           | 
|                            |  |           |         |  |          |                   |           |  |   | (Dollars in thousands) |           |  |           
|Kruse Woods V               |  |           | 3Q/2003 |  |          | Lake Oswego, OR   |           |  | 1 |                        |           |  | 184,000    |          |  |         | 100   | %     |           | $       | 14,879  |           |         | $ | 33,900     |  |  | $ | 33,900  |  |  |  | 6  | %
|Douglas Corporate Center II |  |           | 3Q/2003 |  |          | Roseville, CA     |           |  | 1 |                        |           |  | 108,000    |          |  |         | 100   | %     |           |         | 8,520   |           |         |   | 16,800     |  |  |   | 16,800  |  |  |  | 9  | %
|                            |  |           |         |  |          |                   |           |  |   |                        |           |  |            |          |  |         |       |       |           |         |         |           |         |   |            | 
|                            |  |           |         |  |          |                   |           |  | 2 |                        |           |  | 292,000    |          |  |         |       |       |           |         | 23,399  |           |         |   | 50,700     |  |  |   | 50,700  |  |  |  | 7  | %
|                            |  |           |         |  |          |                   |           |  |   |                        |           |  |            |          |  |         |       |       |           |         |         |           |         |   |            | 
|                           
|Joint Venture               |  |           |         |  |          |                   |           |  |   |                        |           |  |            |          |  |         |       |       |           |         |         |           |         |   |            |  |  |   |         |  |  |  |    |  
|                            |  |           |         |  |          |                   |           |  |   |                        |           |  |            |          |  |         |       |       |           |         |         |           |         |   |            | 
|Ferry Building(b)           |  |           | 3Q/2002 |  |          | San Francisco, CA |           |  | 1 |                        |           |  | 242,000    |          |  |         | (b)   |       |           |         | 64,230  |           |         |   | 87,000     |  |  |   | 110,500 |  |  |  | 62 | %
|Foundry Square II(c)        |  |           | 3Q/2002 |  |          | San Francisco, CA |           |  | 1 |                        |           |  | 502,200    |          |  |         | 87.5  | %     |           |         | 128,208 |           |         |   | 176,400    |  |  |   | 184,400 |  |  |  | 55 | %
|Waters Edge Phase I(d)     |  |           | 3Q/2002 |  |          | Los Angeles, CA   |           |  | 2 |                        |           |  | 240,000    |          |  |         | 87.5  | %     |           |         | 54,716  |           |         |   | 74,300     |  |  |   | 76,500  |  |  |  | 0  | %
|                            |  |           |         |  |          |                   |           |  |   |                        |           |  |            |          |  |         |       |       |           |         |         |           |         |   |            | 
|                            |  |           |         |  |          |                   |           |  | 4 |                        |           |  | 984,200    |          |  |         |       |       |           |         | 247,154 |           |         |   | 337,700    |  |  |   | 371,400 |  |  |  | 43 | %
|                            |  |           |         |  |          |                   |           |  |   |                        |           |  |            |          |  |         |       |       |           |         |         |           |         |   |            | 
|Total/Weighted Average      |  |           |         |  |          |                   |           |  | 6 |                        |           |  | 1,276,200  |          |  |         |       |       |           | $       | 270,553 |           |         | $ | 388,400    |  |  | $ | 422,100 |  |  |  | 35 | %
|                            |  |           |         |  |          |                   |           |  |   |                        |           |  |            |          |  |         |       |       |           |         |         |           |         |   |            | 

35



---



##### Table of Contents



Balance Sheet Reconciliation of
Developments:

|                                                                   |               |                                                                     |        |         |         | 
|------------------------------------------------------------------ | ------------- | ------------------------------------------------------------------- | ------ | ------- | ------- | 
|Consolidated developments  costs
    incurred as reflected above: |               |                                                                     |        |        
|                                                                   | Wholly-owned  |                                                                     | $      | 23,399  |        
|                                                                   | Joint venture |                                                                     |        | 247,154 |        
|Minority interests portion of consolidated
    developments        |               |                                                                     | 31,431 |        
|                                                                   |               |                                                                     |       
|                                                                   |               | Total developments in process on the consolidated
    balance sheet |        | $       | 301,984 | 
|                                                                   |               |                                                                     |       




|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | The Estimated Placed in Service Date represents
    the date the certificate of occupancy was 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 joint ventures, EOP Partnerships Costs
    Incurred To Date and the Total Estimated Costs represent EOP
    Partnerships required capital based on EOP
    Partnerships Ownership Percentage plus any financing or
    preferred equity provided by EOP Partnership as described in
    each of the footnotes below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | The Total Project Estimated Costs represent 100%
    of the developments estimated costs including EOP
    Partnerships and any unaffiliated parties 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
    lease the property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(b) |  | A joint venture between EOP Partnership and other
    unaffiliated parties leased the Ferry Building from the City and
    County of San Francisco, through its Port Commission (the
    Port). Under this lease, the Port is paid a stated
    base rent. In addition, once the lessee has received from the
    project a cumulative preferred return of 8% (prior to
    stabilization) and 11% (after stabilization), then 50% of the
    proceeds from the operation and ownership of the project are
    paid to the Port as percentage rent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | The joint venture is redeveloping the Ferry
    Building in a manner to permit the use of federal rehabilitation
    tax credits (Historic Tax Credits). Since the
    original members of the joint venture could not take full
    advantage of the Historic Tax Credits, the joint venture
    admitted a new member who could do so. This investor member has
    contributed approximately $21.3 million in equity, will
    contribute an additional $2.2 million to fund a portion of
    the Total Project Estimated Costs for the project, and will be
    entitled to a preferred return with an effective annual rate of
    approximately 3% on its capital investment. The investor
    members interest in the joint venture is subject to
    put/call rights during the sixth and seventh years after the
    Ferry Building is placed in service. Upon the purchase of the
    investor members interest pursuant to the put/call, it is
    estimated that the joint venture will retain approximately
    $11 million of the capital contributed by the investor
    member, based on a formula to determine the purchase price for
    the investor members interest and after taking into
    account the preferred return that will have been paid to the
    investor member by such time.
|   
|(c) |  | EOP Partnerships joint venture partner
    funded $8 million of capital. EOP Partnership will fund the
    balance of the capital required for the project. EOP Partnership
    will also provide financing for up to 70% of the Total Project
    Estimated Costs at an interest rate at the greater of 6.5% or
    LIBOR plus 3.25%, generally maturing 36 months after
    initial funding or earlier at the option of EOP Partnership in
    the event alternative financing sources are available on terms
    reasonably acceptable to the joint venture partner. At
    March 31, 2003, EOP Partnership had committed to finance
    approximately $117 million, of which approximately
    $87 million was outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(d) |  | In June 2001, EOP Partnership and a third party
    entered into a joint venture agreement for the purpose of
    developing, constructing, leasing and managing Waters Edge
    Phase I with Total Project Estimated Costs of approximately
    $77 million and acquired a vacant land parcel for
    approximately $14 million for a total project outlay of
    $91 million. At closing, the joint venture partner
    contributed approximately $4 million for Waters Edge
    Phase I and the Waters Edge vacant land. EOP
    Partnership has committed to fund the remaining balance of the
    equity up to $87 million in the form of common equity of
    approximately $29.0 million and preferred equity of up to
    approximately $58.0 million. EOP Partnership will receive a
    preferred return on its preferred equity of 16% for
    $13 million and LIBOR plus 2.5% for $45 million.                                                                                                                                                                                                                                                                                                                                                                                                         

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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 12 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. These various sites
include, among others: Russia Wharf, Boston, MA; Reston Town
Center, Reston, VA; Prominence in Buckhead, Atlanta, GA;
Perimeter Center, Atlanta, GA; Tabor Center, Denver, CO; Bridge
Pointe, San Diego, CA; La Jolla Centre,
San Diego, CA; Orange Center, Orange, CA; Waters Edge,
Los Angeles, CA; Skyport Plaza, San Jose, CA; Foundry
Square, San Francisco, CA; San Rafael Corporate
Center, San Rafael, CA; Station Oaks, Walnut Creek, CA;
Parkshore Plaza, Folsom, CA; City Center Bellevue; Bellevue, WA;
and 8th Street, Bellevue, WA.

Consolidated developments in process increased to
approximately $302.0 million at March 31, 2003 from
$284.7 million at December 31, 2002, primarily due to
additional expenditures on the existing developments made during
2003.

Subsequent Events

The following transactions occurred subsequent to
March 31, 2003 through May 9, 2003:

1)     In April, EOP
Partnership sold a vacant land parcel commonly known as
181st Commerce Park to an unaffiliated party for
approximately $6.7 million. The property is located in
Gresham, Oregon.

2)     In May, EOP
Partnership sold the U.S. Bancorp Center to an unaffiliated
party for approximately $174 million. The property
comprised one office building, approximately 929,694 square
feet and is located in Minneapolis, Minnesota.

3)     In May, EOP
Partnerships existing line of credit matured and EOP
Partnership obtained a new $1.0 billion revolving credit
facility. The new line of credit bears interest at LIBOR plus
60 basis points and matures in May 2006. The financial
covenants and restrictions under the new line of credit are
substantially similar to those EOP Partnership was subject to
under the previous line of credit.

4)     In May, EOP
Partnership entered into several forward starting interest rate
swap agreements for a combined notional amount of
$400 million at rates ranging from 4.617% to 4.75% with
start dates of June 2, 2004 and end dates of June 2,
2014. The swaps will hedge the future interest payments of an
anticipated debt offering in June 2004 of which the net proceeds
may be used to partially repay $200 million of unsecured
notes maturing in May 2004 and $250 million of unsecured
notes maturing in June 2004.

5)     From
April 1, 2003 through May 9, 2003, Equity Office had
repurchased 3,700,000 Common Shares under a share repurchase
program at an average per share price of $26.10 for
approximately $96.6 million in the aggregate. In connection
with the repurchases, EOP Partnership purchased from Equity
Office and retired a corresponding number of Units for an
aggregate purchase price equal to the aggregate price for all
Common Share repurchases.

Inflation

Substantially all of our 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 our
office leases provide for fixed increases in base rent or
indexed escalations (based on the Consumer Price Index or other
measures). We believe 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

Funds from Operation (FFO) is a
non-GAAP financial measure. We believe FFO, as defined by the
Board of Governors of the National Association of Real Estate
Investment Trusts (NAREIT), to be an

37



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appropriate measure of performance for a real
estate company for the reasons, and subject to the
qualifications, specified in footnote (a) below.


The following table reflects the reconciliation
of FFO to net income available for Units, the most directly
comparable GAAP measure, for the periods presented:

|                               |                                                                                                                                           |                      |         |         |      |   |         |         |  
|------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | ------- | ------- | ---- | - | ------- | ------- | -
|                               |                                                                                                                                           |                     
|                               |                                                                                                                                           | For the three months |        
|                               |                                                                                                                                           | ended March 31,      |        
|                               |                                                                                                                                           |                      |        
|(Dollars in thousands)         |                                                                                                                                           | 2003                 |         |         | 2002 |  
|                               |                                                                                                                                           |                      |         |         |      |  
|Net income available for Units |                                                                                                                                           | $                    | 159,031 |         |      | $ | 228,634 |        
|Add back (deduct):             |                                                                                                                                           |                      |         |         |      |   |         |        
|                               | Real estate related depreciation and amortization
    (including EOP Partnerships share of unconsolidated joint
    ventures)            |                      |         | 182,885 |      |   |         | 176,397 |  
|                               | Real estate related depreciation and amortization
    less net(gain)/loss on sales of real estate included in
    discontinued operations |                      |         | (7,031  | )    |   |         | 5,887   |  
|                               | Net gain on sale of unconsolidated joint venture                                                                                          |                      |         |        |      |   |         | (279    | )
|                               |                                                                                                                                           |                      |         |         |      |  
|Funds from Operations(a)       |                                                                                                                                           | $                    | 334,885 |         |      | $ | 410,639 |        
|                               |                                                                                                                                           |                      |         |         |      |  

|                                                                                             |                                                                                                                                           |                            |             |       |      |   |             |      | 
|-------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ----------- | ----- | ---- | - | ----------- | ---- | 
|                                                                                             |                                                                                                                                           |                           
|                                                                                             |                                                                                                                                           | For the three months ended |            
|                                                                                             |                                                                                                                                           | March 31,                  |            
|                                                                                             |                                                                                                                                           |                            |            
|                                                                                             |                                                                                                                                           | 2003                       |             |       | 2002 |  
|                                                                                             |                                                                                                                                           |                            |             |       |      |  
|Reconciliation of diluted earnings per unit to
    diluted funds from operations per unit:   |                                                                                                                                           |                            |             |       |      |   |             |     
|Net income available for Units                                                               |                                                                                                                                           | $                          | 0.35        |       |      | $ | 0.48        |     
|Add back (deduct):                                                                           |                                                                                                                                           |                            |             |       |      |   |             |     
|                                                                                             | Real estate related depreciation and amortization
    (including EOP Partnerships share of unconsolidated joint
    ventures)            |                            |             | 0.40  |      |   |             | 0.37 | 
|                                                                                             | Real estate related depreciation and amortization
    and net (gain)/loss on sales of real estate included in
    discontinued operations |                            |             | (0.02 | )    |   |             | 0.01 | 
|                                                                                             |                                                                                                                                           |                            |             |       |      |  
|Funds from operations available for
    Units(b)                                             |                                                                                                                                           | $                          | 0.73        |       |      | $ | 0.87        |     
|                                                                                             |                                                                                                                                           |                            |             |       |      |  
|Weighted average Common Shares, Units and common
    share equivalents outstanding  Diluted |                                                                                                                                           |                            | 459,301,852 |       |      |   | 472,713,024 |     
|                                                                                             |                                                                                                                                           |                            |             |       |      |  






|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | FFO is defined as net income, computed in
    accordance with GAAP, excluding gains (or losses) from sales of
    properties (which we believe includes impairments on properties
    held for sale), plus real estate related depreciation and
    amortization and after adjustments for unconsolidated
    partnerships and joint ventures. We believe that FFO is helpful
    to investors as a measure of the performance of a real estate
    company. Investors should review FFO along with GAAP net income
    available for Units and cash flow from operating activities,
    investing activities and financing activities, when trying to
    understand a real estate companys operating performance.
    These measures can also provide an indication of the ability of
    a company to incur and service debt, to make capital
    expenditures and to fund other cash needs. EOP Partnership
    computes FFO in accordance with standards established by NAREIT,
    which may not be comparable to FFO reported by other real estate
    companies that do not define the term in accordance with the
    current NAREIT definition or that interpret the current NAREIT
    definition differently than EOP Partnership. FFO 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.
|   
|(b) |  | FFO per unit may not total the sum of the per
    unit components in the reconciliation due to rounding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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Other Data

|                                                                            |                      |                            |       |          |      |   |         |          |  
|--------------------------------------------------------------------------- | -------------------- | -------------------------- | ----- | -------- | ---- | - | ------- | -------- | -
|                                                                            |                      |                           
|                                                                            |                      | For the three months ended |      
|                                                                            |                      | March 31,                  |      
|                                                                            |                      |                            |      
|(Dollars in thousands)                                                      |                      | 2003                       |       |          | 2002 |  
|                                                                            |                      |                            |       |          |      |  
|Cash flow provided by (used for):                                           |                      |                            |       |          |      |   |         |         
|                                                                            | Operating Activities |                            | $     | 251,587  |      |   | $       | 278,581  |  
|                                                                            | Investing Activities |                            |       | (56,569  | )    |   |         | 177,230  |  
|                                                                            | Financing Activities |                            |       | (190,166 | )    |   |         | (213,094 | )
|                                                                            |                      |                            |       |          |      |  
|Net increase in cash and cash equivalents                                   |                      | $                          | 4,852 |          |      | $ | 242,717 |         
|                                                                            |                      |                            |       |          |      |  
|Ratio of Earnings to Combined Fixed Charges
    and Preferred Distributions |                      |                            | 1.7   |          |      |   | 1.9     |         

The term earnings is the amount
resulting from adding and subtracting the following items. Add
the following: (a) Pre-tax income from continuing
operations before adjustment for minority interests in
consolidated subsidiaries or income or loss from equity
investees, (b) fixed charges, (c) amortization of
capitalized interest, (d) distributed income of equity
investees, and (e) our share of pre-tax losses of equity
investees for which charges arising from guarantees are included
in fixed charges. From the total of the added items, subtract
the following: (a) interest capitalized,
(b) preference security dividend requirements of
consolidated subsidiaries and (c) the minority interest in
pre-tax income of subsidiaries that have not incurred fixed
charges. Equity investees are investments that we account for
using the equity method of accounting.

The term fixed charges and preferred
distributions means the sum of the following:
(a) interest expensed and capitalized, (b) amortized
premiums, discounts and capitalized expenses related to
indebtedness, (c) an estimate of the interest within rental
expense, and (d) preference security dividend requirements
of consolidated subsidiaries.

39



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|        |                                                                
|------- | ---------------------------------------------------------------
|ITEM 3. | Quantitative and Qualitative Disclosures
    About Market Risk.

Quantitative and qualitative disclosures about
market risk are incorporated herein by reference from
Item 2.  Managements Discussion and
Analysis of Financial Condition and Results of
Operations  Market Risk.






|        |                         
|------- | ------------------------
|ITEM 4. | Controls and Procedures.

Evaluation of Disclosure Controls and
Procedures

The principal executive officer of Equity Office,
Richard D. Kincaid, and the principal financial officer of
Equity Office, Marsha C. Williams, evaluated within 90 days
prior to the filing of this Form 10-Q the effectiveness of
the design and operation of our disclosure controls and other
procedures that are designed to ensure that information required
to be disclosed by us in the reports that we file or submit
under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods
specified in the SECs rules and forms. As a result of this
evaluation, these executive officers have concluded that, as of
such date, the design and operation of our disclosure controls
and procedures were effective.

Changes in Internal Controls

Since the date of the evaluation of our
disclosure controls and procedures by Mr. Kincaid and
Ms. Williams described above, there have been no
significant changes in our internal controls or in other factors
that could significantly affect our disclosure controls and
procedures.




PART II. OTHER INFORMATION






|        |                                      
|------- | -------------------------------------
|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:

The following reports on Form 8-K were filed
during the quarterly period ended March 31, 2003:

|                 |  |                                          
|---------------- |  | -----------------------------------------
|Date of Event    |  | Items Reported/Financial Statements Filed
|                 |  |                                          
|January 9, 2003  |  | Item 5. Other Events                     
|                 |  | Item 7. Financial Statements and Exhibits
|January 10, 2003 |  | Item 5. Other Events                     

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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) 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: May 15, 2003

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

| |                                          
| | -----------------------------------------
| |                                          
| | Richard D. Kincaid                       
| | President and Chief Executive
    Officer

Date: May 15, 2003

| |     |                       
| | --- | ----------------------
| | By: | /s/ MARSHA C. WILLIAMS

| |                            
| | ---------------------------
| |                            
| | Marsha C. Williams         
| | Executive Vice President   
| | and Chief Financial Officer

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##### Table of Contents






CERTIFICATIONS

I, Richard D. Kincaid, certify that:

1.     I have reviewed
this quarterly report on Form 10-Q of EOP Operating Limited
Partnership;

2.     Based on my
knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3.     Based on my
knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.     The
registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | (c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5.     The
registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of
directors (or persons performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6.     The
registrants other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

| |                                                           
| | ----------------------------------------------------------
| | /s/ RICHARD D. KINCAID                                    
| |                                                           
| | Richard D. Kincaid                                        
| | President and Chief Executive Officer
    of              
| | Equity Office Properties Trust, the general
    partner of
| | EOP Operating Limited Partnership                         

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##### Table of Contents



I, Marsha C. Williams, certify that:

1.     I have reviewed
this quarterly report on Form 10-Q of EOP Operating Limited
Partnership;

2.     Based on my
knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3.     Based on my
knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.     The
registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | (c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5.     The
registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of
directors (or persons performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6.     The
registrants other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

| |                                                            
| | -----------------------------------------------------------
| | /s/ MARSHA C. WILLIAMS                                     
| |                                                            
| | Marsha C. Williams                                         
| | Executive Vice President and Chief Financial
    Officer of
| | Equity Office Properties Trust, the general
    partner of 
| | EOP Operating Limited Partnership                          

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EXHIBIT INDEX

|            |  |                                                                                                                                                                                                                                                                                                                                  |  |          |  | 
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  | 
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                      |  | Page No. | 
|            |  |                                                                                                                                                                                                                                                                                                                                  |  |          | 
|4.1         |  | Revolving Credit Agreement for $1,000,000,000
    Revolving Credit Facility dated as of May 9, 2003 among EOP
    Operating Limited Partnership and the Banks listed therein
    (incorporated herein by reference to Exhibit 4.1 to Equity
    Offices Quarterly Report on Form 10-Q for the quarter
    ended March 31, 2003) |  |          |  | 
|4.2         |  | Guaranty of Payment  No. 1 dated
    as of May 9, 2003 made by Equity Office in favor of the
    Banks listed therein (incorporated herein by reference to
    Exhibit 4.2 to Equity Offices Quarterly Report on
    Form 10-Q for the quarter ended March 31, 2003)                                                           |  |          |  | 
|4.3         |  | Guaranty of Payment  No. 2 dated
    as of May 9, 2003 made by Equity Office in favor of the
    Banks listed therein (incorporated herein by reference to
    Exhibit 4.3 to Equity Offices Quarterly Report on
    Form 10-Q for the quarter ended March 31, 2003)                                                           |  |          |  | 
|12.1        |  | Statement of Earnings to Combined Fixed Charges
    and Preferred Distributions                                                                                                                                                                                                                                                  |  |          |  | 
|99.1        |  | Written Statement of Chief Executive Officer and
    Chief Financial Officer Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002                                                                                                                                                                                       |  |          |  | 

44