<PAGE>

                                    FORM 10-Q


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended SEPTEMBER 30, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number: 0-24920


                        ERP OPERATING LIMITED PARTNERSHIP
             (Exact Name of Registrant as Specified in Its Charter)



                 ILLINOIS                               36-3894853
      (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
       Incorporation or Organization)


TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS           60606
 (Address of Principal Executive Offices)            (Zip Code)

                                 (312) 474-1300
              (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 ___


<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEETS
                             (AMOUNTS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                        September 30,       December 31,
                                                                            2000               1999
                                                                     -----------------    -----------------
<S>                                                                <C>                  <C>
  ASSETS
  Investment in real estate
       Land                                                        $        1,543,454   $        1,550,378
       Depreciable property                                                10,296,305           10,670,550
       Construction in progress                                                30,093               18,035
                                                                     -----------------    -----------------
                                                                           11,869,852           12,238,963
       Accumulated depreciation                                            (1,273,394)          (1,070,487)
                                                                     -----------------    -----------------
  Investment in real estate, net of accumulated depreciation               10,596,458           11,168,476

  Real estate held for disposition                                            224,553               12,868
  Cash and cash equivalents                                                    56,242               29,117
  Investment in mortgage notes, net                                            79,690               84,977
  Investments in unconsolidated joint ventures                                270,391              140,284
  Rents receivable                                                              1,611                1,731
  Deposits - restricted                                                       263,661              111,270
  Escrow deposits - mortgage                                                   73,186               75,328
  Deferred financing costs, net                                                30,343               33,968
  Rental furniture, net                                                        59,069                   -
  Property and equipment, net                                                   7,664                   -
  Goodwill and other intangibles, net                                          70,844                   -
  Other assets                                                                 87,150               57,670
                                                                     -----------------    -----------------
         TOTAL ASSETS                                              $       11,820,862   $       11,715,689
                                                                     =================    =================

  LIABILITIES AND PARTNERS' CAPITAL
  Liabilities:
       Mortgage notes payable, net                                 $        3,017,449   $        2,883,583
       Notes, net                                                           2,121,118            2,290,285
       Lines of credit                                                         33,631              300,000
       Accounts payable and accrued expenses                                  149,892              102,955
       Accrued interest payable                                                69,995               44,257
       Rents received in advance and other liabilities                         77,126               74,196
       Security deposits                                                       40,946               39,687
       Distributions payable                                                  138,821               18,813
                                                                     -----------------    -----------------
         TOTAL LIABILITIES                                                  5,648,978            5,753,776
                                                                     -----------------    -----------------

  COMMITMENTS AND CONTINGENCIES

  Minority Interests - Partially Owned Properties                               2,903                   -
                                                                     -----------------    -----------------

  Partners' capital:
      Junior Convertible Preference Units                                       7,896                7,896
                                                                     -----------------    -----------------
      Cumulative Convertible Redeemable Preference Interests                  177,000               40,000
                                                                     -----------------    -----------------
      Cumulative Convertible or Redeemable Preference Units                 1,189,959            1,310,266
                                                                     -----------------    -----------------

            General Partner                                                 4,389,402            4,194,668
            Limited Partners                                                  404,724              409,083
                                                                     -----------------    -----------------
      Total General Partner and Limited Partners capital                    4,794,126            4,603,751
                                                                     -----------------    -----------------
            TOTAL PARTNERS' CAPITAL                                         6,168,981            5,961,913
                                                                     -----------------    -----------------
            TOTAL LIABILITIES AND PARTNERS' CAPITAL                $       11,820,862   $       11,715,689
                                                                     =================    =================
</TABLE>
                             SEE ACCOMPANYING NOTES

                                        2
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (AMOUNTS IN THOUSANDS, EXCEPT PER OP UNIT DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                          NINE MONTHS ENDED                QUARTER ENDED
                                                                            SEPTEMBER 30,                  SEPTEMBER 30,
                                                                     ----------------------------   ----------------------------
                                                                        2000            1999            2000           1999
                                                                     ----------------------------   ----------------------------
<S>                                                                <C>             <C>            <C>             <C>
    REVENUES
       Rental income                                               $   1,454,958   $   1,243,958  $      502,218  $     424,780
       Fee and asset management                                            4,711           3,432           1,876          1,018
       Interest income-investment in mortgage notes                        8,282           8,502           2,783          2,858
       Income from investments in unconsolidated joint ventures           14,589           7,042           5,525          2,691
       Interest and other income                                          19,009          10,613          10,624          3,841
       Furniture income                                                   14,228               -          14,228              -
                                                                     ------------    ------------   -------------   ------------
            Total revenues                                             1,515,777       1,273,547         537,254        435,188
                                                                     ------------    ------------   -------------   ------------

    EXPENSES
       Property and maintenance                                          368,291         300,798         140,446        103,933
       Real estate taxes and insurance                                   141,830         126,304          46,829         41,789
       Property management                                                56,204          42,817          18,444         14,844
       Fee and asset management                                            3,647           2,301           1,545            677
       Depreciation                                                      335,844         297,505         111,332        100,371
       Interest:
          Expense incurred                                               285,337         241,516          95,074         83,017
          Amortization of deferred financing costs                         4,063           2,773           1,360          1,112
       General and administrative                                         19,439          15,736           6,223          5,022
       Furniture operating costs                                           9,505               -           9,505              -
       Amortization of goodwill and other intangibles                        767               -             767              -
                                                                     ------------    ------------   -------------   ------------
             Total expenses                                            1,224,927       1,029,750         431,525        350,765
                                                                     ------------    ------------   -------------   ------------

    Income before gain on disposition of properties, net,
      extraordinary item, allocation to Minority Interests,
      and provision for income taxes                                     290,850         243,797         105,729         84,423
    Gain on disposition of properties, net                               205,121          64,315         117,469         18,508
    Loss on early extinguishment of debt                                       -            (451)              -              -
    Allocation to Minority Interests - Partially Owned Properties            145               -             (12)             -
    Provision for income taxes                                              (518)              -            (518)             -
                                                                     ------------    ------------   -------------   ------------
    Net income                                                     $     495,598   $     307,661  $      222,668  $     102,931
                                                                     ============    ============   =============   ============

    ALLOCATION OF NET INCOME:
    Junior Convertible Preference Units                            $         327   $         240  $          109  $         240
                                                                     ============    ============   =============   ============
    Cumulative Convertible Redeemable Preference Interests         $       6,900   $          36  $        3,233  $          36
                                                                     ============    ============   =============   ============
    Cumulative Convertible or Redeemable Preference Units          $      76,370   $      84,842  $       24,601  $      27,731
                                                                     ============    ============   =============   ============
    General Partner                                                $     376,176   $     200,989  $      178,032  $      67,884
    Limited Partners                                                      35,825          21,554          16,693          7,040
                                                                     ------------    ------------   -------------   ------------
    Net income available to OP Unit holders                        $     412,001   $     222,543  $      194,725  $      74,924
                                                                     ============    ============   =============   ============
    Net income per OP Unit - basic                                 $        2.91   $         1.67 $         1.35  $         0.56
                                                                     ============    ============   =============   ============
    Net income per OP Unit - diluted                               $        2.88   $         1.66 $         1.33  $         0.55
                                                                     ============    ============   =============   ============
    Weighted average OP Units outstanding - basic                        141,818         133,490         143,732        134,993
                                                                     ============    ============   =============   ============
</TABLE>

                             SEE ACCOMPANYING NOTES

                                        3
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (AMOUNTS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                 NINE MONTHS ENDED
                                                                                                   SEPTEMBER 30,
                                                                                         ----------------------------------
                                                                                              2000               1999
                                                                                         ----------------------------------

<S>                                                                                    <C>                <C>
     CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                        $        495,598   $        307,661
     ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING
     ACTIVITIES:
      Allocation to Minority Interests - Partially Owned Properties                                (145)                 -
      Depreciation                                                                              335,844            297,505
      Amortization of deferred financing costs                                                    4,063              2,773
      Amortization of goodwill and other intangibles                                                767                  -
      Amortization of discounts and premiums on debt                                             (1,725)            (1,746)
      Amortization of deferred settlements on interest rate protection agreements                   290                768
      Equity from earnings of investments in unconsolidated joint ventures                         (459)            (3,092)
      Gain on disposition of properties, net                                                   (205,121)           (64,315)
      Compensation paid with Company Common Shares                                                4,300                  -
      Provision for income taxes                                                                    518                  -
      Book value of furniture sales and rental buyouts                                            4,802                  -

     CHANGES IN ASSETS AND LIABILITIES:
         Decrease in rents receivable                                                                44              2,480
         Decrease (increase) in deposits - restricted                                             3,660             (4,344)
         (Increase) decrease in other assets                                                     (7,285)            41,030
         Increase in accounts payable and accrued expenses                                       39,186             32,010
         Increase in accrued interest payable                                                    22,612             16,439
         (Decrease) increase in rents received in advance and other liabilities                 (10,273)             7,727
         Increase (decrease) in security deposits                                                    14             (1,735)
                                                                                         ---------------    ---------------

       Net cash provided by operating activities                                                686,690            633,161
                                                                                         ---------------    ---------------

     CASH FLOWS FROM INVESTING ACTIVITIES:
       Investment in real estate, net                                                          (238,218)          (469,585)
       Improvements to real estate                                                             (100,347)           (93,456)
       Additions to non-real estate property                                                     (3,919)            (5,922)
       Additions to rental furniture                                                             (7,477)                 -
       Investment in property and equipment                                                        (416)                 -
       Interest capitalized for real estate under construction                                     (827)            (1,157)
       Proceeds from disposition of real estate, net                                            416,603            197,125
       Principal receipts on investment in mortgage notes                                         5,287              2,746
       Investment in unconsolidated joint ventures, net                                        (119,893)           (77,641)
       Proceeds from disposition of unconsolidated joint ventures, net                            4,602             54,060
       (Increase) in deposits on real estate acquisitions, net                                 (154,711)           (55,201)
       Decrease (increase) in mortgage deposits                                                   2,283             (4,750)
       Decrease in mortgage receivables                                                               -              7,150
       Purchase of management contract rights                                                      (779)              (285)
       Business combinations, net of cash acquired                                              (61,754)                 -
       Merger costs paid after initial business combinations                                     (9,474)            (4,598)
       Other investing activities, net                                                           (2,950)           (15,075)
                                                                                         ---------------    ---------------

       Net cash (used for) investing activities                                                (271,990)          (466,589)
                                                                                         ---------------    ---------------
</TABLE>


                             SEE ACCOMPANYING NOTES

                                       4
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                             (AMOUNTS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                  NINE MONTHS ENDED
                                                                                                   SEPTEMBER 30,
                                                                                         -----------------------------------
                                                                                              2000                1999
                                                                                         -----------------------------------
<S>                                                                                    <C>                  <C>
      CASH FLOWS FROM FINANCING ACTIVITIES:
      Loan and bond acquisition costs                                                  $         (2,392)    $        (8,423)
      MORTGAGE NOTES PAYABLE:
          Proceeds, net                                                                         389,051             188,569
          Lump sum payoffs                                                                     (119,412)            (54,231)
          Scheduled principal payments                                                          (19,930)            (13,041)
      NOTES, NET:
          Proceeds                                                                                    -             298,014
          Payoffs                                                                              (208,000)           (125,000)
      LINES OF CREDIT:
          Proceeds                                                                              209,305             959,000
          Repayments                                                                           (505,179)         (1,159,000)
      Proceeds from settlement of interest rate protection agreements                             7,055                   -
      Capital contributions from General Partner, net                                            24,653              34,215
      Proceeds from the sale of preference units/interests, net                                 133,575              39,000
      DISTRIBUTIONS:
          General and Limited Partners                                                         (216,036)           (189,931)
          Preference units/interests                                                            (80,412)            (84,979)
          Minority Interests - Partially Owned Properties                                          (617)                  -
      Principal receipts on employee notes, net                                                     254                 144
      Principal receipts on other notes receivable, net                                             510               7,931
                                                                                         ---------------     ---------------
        Net cash (used for) financing activities                                               (387,575)           (107,732)
                                                                                         ---------------     ---------------
      Net increase in cash and cash equivalents                                                  27,125              58,840
      Cash and cash equivalents, beginning of period                                             29,117               3,965
                                                                                         ---------------     ---------------
      Cash and cash equivalents, end of period                                         $         56,242    $         62,805
                                                                                         ===============     ===============
      SUPPLEMENTAL INFORMATION:
      Cash paid during the period for interest                                         $        264,582    $        226,234
                                                                                         ===============     ===============
      Mortgage loans assumed and/or entered into through acquisitions of real estate   $         38,442    $         69,885
                                                                                         ===============     ===============
      Net real estate contributed in exchange for OP Units or Junior
        Convertible Preference Units                                                   $          4,707    $         28,232
                                                                                         ===============     ===============
      Mortgage loans assumed by purchaser in real estate dispositions                  $       (220,000)   $              -
                                                                                         ===============     ===============
      Transfers to real estate held for disposition                                    $        224,553    $         13,457
                                                                                         ---------------     ---------------
      Refinancing of mortgage notes payable in favor of notes, net                     $              -    $         75,790
                                                                                         ---------------     ---------------
      Mortgage loans assumed through consolidation of Partially Owned Properties       $         65,095    $              -
                                                                                         ===============     ===============
      Net liabilities assumed through consolidation of Partially Owned Properties      $            792    $              -
                                                                                         ===============     ===============
</TABLE>

                             SEE ACCOMPANYING NOTES

                                       5
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

DEFINITION OF SPECIAL TERMS:

         Capitalized terms used but not defined in this Quarterly Report on Form
10-Q are as defined in the Operating Partnership's Annual Report on Form 10-K
for the year ended December 31, 1999 ("Form 10-K").

1.       BUSINESS

         ERP Operating Limited Partnership (the "Operating Partnership"), an
Illinois limited partnership, was formed to conduct the multifamily residential
property business of Equity Residential Properties Trust ("EQR"). EQR is a
Maryland real estate investment trust ("REIT") formed on March 31, 1993 and is
the general partner of the Operating Partnership. As used herein, the term
"Company" means EQR, and its subsidiaries, as the survivor of the mergers
between EQR and each of Wellsford Residential Property Trust ("Wellsford") (the
"Wellsford Merger"), Evans Withycombe Residential, Inc. ("EWR") (the "EWR
Merger"), Merry Land & Investment Company, Inc ("MRY") (the "MRY Merger"), and
Lexford Residential Trust ("LFT") ("the LFT Merger"). The term "Company" also
includes Globe Business Resources, Inc. ("Globe") (the "Globe Merger") and
Temporary Quarters, Inc. ("TQ") (the "TQ" Merger).

         The Operating Partnership is engaged in the acquisition, disposition,
ownership, management and operation of multifamily properties. As of September
30, 2000, the Operating Partnership owned or had interests in a portfolio of
1,056 multifamily properties containing 222,699 apartment units (individually a
"Property" and collectively the "Properties") consisting of the following:
<TABLE>
<CAPTION>

                                        Number of        Number of
                                       Properties          Units
  ---------------------------------- ---------------- -----------------
  <S>                                <C>              <C>
  Wholly Owned Properties                    953           204,610
  Partially Owned Properties                  14             2,995
  Unconsolidated Properties                   89            15,094
                                     ---------------- -----------------
  Total Properties                         1,056           222,699
                                     ================ =================
</TABLE>

         The "Partially Owned Properties" are controlled and partially owned by
the Operating Partnership but have partners with minority interests (see further
discussion in Notes 4 and 5). The "Unconsolidated Properties" are partially
owned but not controlled by the Operating Partnership and consist of investments
in partnership interests and/or subordinated mortgages that are accounted for
under the equity method of accounting. The Properties are located in 35 states
throughout the United States.

         In June 1998, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("Statement No. 133").
Statement No. 133 requires recording all derivative instruments as assets or
liabilities, measured at fair value. Derivatives that are not hedges must be
adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of
derivatives will either be offset against the change in fair value of the
hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized
in earnings. The ineffective portion of a derivative's change in fair value
will be immediately recognized in earnings. The standard's effective date was
deferred by FASB Statement No. 137 to all fiscal quarters of all fiscal years
beginning after June 15, 2000. The Operating Partnership will adopt the
standard effective January 1, 2001, and does not anticipate that the adoption
will have a material impact on the Operating Partnership's financial
condition and results of operations.

                                       6
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


2.       BASIS OF PRESENTATION

         The balance sheet and statements of operations and cash flows as of
and for the nine months and quarter ended September 30, 2000 represent the
consolidated financial information of the Operating Partnership and its
subsidiaries.

         Due to the Operating Partnership's ability to control either through
ownership or by contract a series of management limited partnerships and
companies (collectively, the "Management Partnerships" or the "Management
Companies"), the Financing Partnerships, the LLC's, Globe and certain other
entities, each such entity has been consolidated with the Operating Partnership
for financial reporting purposes. In regard to the Management Companies, the
Operating Partnership does not have legal control; however, these entities are
consolidated for financial reporting purposes, the effects of which are
immaterial. Certain reclassifications have been made to the prior year's
financial statements in order to conform to the current year presentation.

         Minority interests represented by EQR's indirect 1% interest in various
Financing Partnerships and LLCs are immaterial and have not been accounted for
in the Consolidated Financial Statements. In addition, certain amounts due from
EQR for its 1% interest in the Financing Partnerships has not been reflected in
the Consolidated Balance Sheets since such amounts are immaterial to the
Consolidated Balance Sheets.

         These unaudited Consolidated Financial Statements of the Operating
Partnership have been prepared pursuant to the Securities and Exchange
Commission ("SEC") rules and regulations and should be read in conjunction with
the Financial Statements and Notes thereto included in the Operating
Partnership's Annual Report on Form 10-K. The following Notes to Consolidated
Financial Statements highlight significant changes to the notes included in the
Form 10-K and present interim disclosures as required by the SEC. The
accompanying Consolidated Financial Statements reflect, in the opinion of
management, all adjustments necessary for a fair presentation of the interim
financial statements. All such adjustments are of a normal and recurring nature.

3.       BUSINESS COMBINATIONS

         On July 11, 2000, the Company acquired Globe in an all cash and debt
transaction. Globe provides fully furnished short-term housing through an
inventory of leased housing units to transferring or temporarily assigned
corporate personnel, new hires, trainees, consultants and individual
customers throughout the United States. Additionally, Globe rents and sells
furniture to a diversified base of commercial and residential customers
throughout the United States. Shareholders of Globe received $13.00 per
share, which approximated $58.7 million in cash based on the 4.5 million
Globe shares outstanding. In addition, the Company:

     -    Acquired $94.8 million in other Globe assets and assumed $29.2 million
          in other Globe liabilities;

     -    Allocated $68.0 million to goodwill and $0.4 million to intangible
          assets, representing the estimated fair value of existing covenants
          not to compete at the merger date;

     -    Recorded merger costs of $4.5 million; and

     -    Assumed $70.8 million in debt, which included $1.4 million in mortgage
          debt, $39.9 million in unsecured notes, and Globe's line of credit
          totaling $29.5 million.

         On July 21, 2000, the Company, through its Globe subsidiary,
acquired TQ, the leading corporate housing provider in Atlanta, Georgia, in a
$3.3 million all cash transaction.

                                       7
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

         The Company accounted for both the Globe Merger and the
TQ Merger as purchases in accordance with Accounting Principals Board Opinion
No. 16. Significant accounting policies relating to corporate housing and
furniture rental/sales are as follows:

RENTAL FURNITURE

         Rental furniture is stated at cost and depreciated on a straight-line
basis at a rate of 1% per month, which is designed to approximate an estimated
useful life of four years with provision for a 50% residual value.

PROPERTY AND EQUIPMENT

         Property and equipment is stated at cost. Depreciation expense is
provided on a straight-line basis over estimated useful lives of three to ten
years.

GOODWILL AND OTHER INTANGIBLES

         Goodwill is amortized on a straight-line basis over a period of 20
years. Other intangibles are amortized on a straight-line basis over periods
ranging from 3 to 5 years. The Company periodically reviews goodwill and
other intangibles for impairment. If a permanent decline in value has
occurred, such impairment would be calculated based on discounted cash flows.
Accumulated amortization of goodwill and other intangibles was $0.8 million
at September 30, 2000.

REVENUE RECOGNITION

         Leased housing unit rentals vary in terms from a few days to several
months. Leases of furniture generally have an initial term of three to six
months in duration and can be extended by the customer on a month-to-month
basis. Leased housing unit rentals and furniture rentals are accounted for as
operating leases, and revenue is recorded in the month earned. For sales of
furniture, as well as rental buyouts, revenue and related cost of sales are
recorded when the furniture is delivered or taken off lease. Revenues from both
furniture rentals and sales are included in furniture income while the
associated costs of those rentals and sales are included in furniture operating
costs in the consolidated statements of operations.

INCOME TAXES

         In accordance with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes", deferred taxes are provided for all differences
between the financial statement basis and the tax basis of assets and
liabilities using the enacted tax rate. A valuation allowance is provided for
deferred tax assets, which are more likely than not unrealizable.

4.       PARTNERS' CAPITAL

         The following table presents the changes in the Operating Partnership's
issued and outstanding OP Units for the nine months ended September 30, 2000:

                                       8
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

----------------------------------------------------------------------- ---------------
                                                                             2000
----------------------------------------------------------------------- ---------------

<S>                                                                     <C>
Operating Partnership's OP Units outstanding at January 1,                 139,934,540

Issued to General Partner:
--------------------------
Conversion of Series E Preferred Shares                                         69,011
Conversion of Series G Preferred Shares                                          1,280
Conversion of Series H Preferred Shares                                         62,278
Conversion of Series J Preferred Shares                                      2,822,012
Employee Share Purchase Plan                                                   130,305
Dividend Reinvestment - DRIP Plan                                               18,099
Share Purchase - DRIP Plan                                                      10,358
Exercise of options                                                            497,681
Restricted share grants, net                                                   232,161

Issued to Limited Partners:
---------------------------
Issuance through acquisitions                                                  100,170
----------------------------------------------------------------------- ---------------
Operating Partnership's OP Units outstanding at September 30,              143,877,895
----------------------------------------------------------------------- ===============
</TABLE>

         As of September 30, 2000, OP Units outstanding totaled 143,877,895.
The limited partners of the Operating Partnership as of September 30, 2000
include various individuals and entities that contributed their properties to
the Operating Partnership in exchange for a partnership interest (the
"Limited Partners") and are represented by 12,302,698 OP Units. As of
September 30, 2000, EQR (as the "General Partner") had an approximate 91.45%
interest and the Limited Partners had an approximate 8.55% interest in the
Operating Partnership.

         In regards to the general partner, net proceeds from the various
equity offerings of EQR have been contributed by EQR to the Operating
Partnership in return for an increased ownership percentage. Due to the
Limited Partners' ability to convert their interest into an ownership
interest in the general partner, the net offering proceeds are allocated
between EQR (as general partner) and the Limited Partners (to the extent
represented by OP Units) to account for the change in their respective
percentage ownership of the equity of the Operating Partnership.

         The Guilford portfolio properties (see further discussion in Note 5)
are controlled and partially owned by the Operating Partnership but have
partners with minority interests. Effective January 1, 2000, the Operating
Partnership has included 100% of the assets, liabilities, revenues and expenses
of these Partially Owned Properties in the Consolidated Financial Statements due
to an increased ownership interest in these properties. The equity interests of
the unaffiliated partners are reflected as Minority Interests - Partially Owned
Properties.

         The following table presents the Operating Partnership's issued and
outstanding Junior Convertible Preference Units as of September 30, 2000 and
December 31, 1999:

                                       9
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

-------------------------------------------------------------- ------------------ ---------------------------
                                                                                       AMOUNTS IN THOUSANDS
                                                                                      ----------------------

                                                                 ANNUAL DIVIDEND    SEPTEMBER      DECEMBER
                                                                RATE PER UNIT (1)    30, 2000      31, 1999
-------------------------------------------------------------- ------------------ ------------- -------------
<S>                                                            <C>                <C>           <C>
Junior Convertible Preference Units:

Series A Junior Convertible Preference Units; liquidation              $5.469344       $ 7,712       $ 7,712
   value $100 per unit; 77,123 units issued and outstanding
   at September 30, 2000 and December 31, 1999

Series B Junior Convertible Preference Units; liquidation              $2.000000           184           184
   value $25 per unit; 7,367 units issued and outstanding at
   September 30, 2000 and December 31, 1999
-------------------------------------------------------------- ------------------ ------------- -------------
                                                                                       $ 7,896       $ 7,896
-------------------------------------------------------------- ------------------ ------------- -------------
</TABLE>

(1)      Dividends on both series of Junior Convertible Preference Units are
         payable quarterly at various pay dates.

         On March 3, 2000, Lexford Properties, L.P., a subsidiary of the
Operating Partnership, issued 1.1 million units of 8.50% Series B Cumulative
Convertible Redeemable Preference Units (collectively known as "Preference
Interests") with an equity value of $55.0 million. Lexford Properties, L.P.
received $53.6 million in net proceeds from this transaction. The liquidation
value of these units is $50 per unit. The 1.1 million units are exchangeable
into 1.1 million shares of 8.50% Series M-1 Cumulative Redeemable Preferred
Shares of Beneficial Interest of the Company. The Series M-1 Preferred Shares
are not convertible into EQR Common Shares. Dividends for the Series B
Preference Interests or the Series M-1 Preferred Shares are payable quarterly at
the rate of $4.25 per unit/share per year.

         On March 23, 2000, Lexford Properties, L.P., a subsidiary of the
Operating Partnership, issued 220,000 units of 8.50% Series C Cumulative
Convertible Redeemable Preference Units with an equity value of $11.0 million.
Lexford Properties, L.P. received $10.7 million in net proceeds from this
transaction. The liquidation value of these units is $50 per unit. The 220,000
units are exchangeable into 220,000 shares of 8.50% Series M-1 Cumulative
Redeemable Preferred Shares of Beneficial Interest of the Company. The Series
M-1 Preferred Shares are not convertible into EQR Common Shares. Dividends for
the Series C Preference Interests or the Series M-1 Preferred Shares are payable
quarterly at the rate of $4.25 per unit/share per year.

         On May 1, 2000, Lexford Properties, L.P., a subsidiary of the Operating
Partnership, issued 420,000 units of 8.375% Series D Cumulative Convertible
Redeemable Preference Units with an equity value of $21.0 million. Lexford
Properties, L.P. received $20.5 million in net proceeds from this transaction.
The liquidation value of these units is $50 per unit. The 420,000 units are
exchangeable into 420,000 shares of 8.375% Series M-2 Cumulative Redeemable
Preferred Shares of Beneficial Interest of the Company. The Series M-2 Preferred
Shares are not convertible into EQR Common Shares. Dividends for the Series D
Preference Interests or the Series M-2 Preferred Shares are payable quarterly at
the rate of $4.1875 per unit/share per year.

         On August 11, 2000, Lexford Properties, L.P., a subsidiary of the
Operating Partnership, issued 1,000,000 units of 8.50% Series E Cumulative
Convertible Redeemable Preference Units with an equity value of $50.0 million.
Lexford Properties, L.P. received $48.8 million in net proceeds from this
transaction. The liquidation value of these units is $50 per unit. The 1,000,000
units are exchangeable into 1,000,000 shares of 8.50% Series M-3 Cumulative
Redeemable Preferred Shares of Beneficial Interest of the Company. Dividends for
the Series E Preference Interests or the Series M-3 Preferred

                                       10
<PAGE>
                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


Shares are payable quarterly at the rate of $4.25 per unit/share per year.

         The following table presents Lexford Properties, L.P.'s issued and
outstanding Preference Interests as of September 30, 2000 and December 31, 1999:

<TABLE>
<CAPTION>

--------------------------------------------------------------------- ----------------- ---------------------------
                                                                                             AMOUNTS IN THOUSANDS
                                                                                        ---------------------------
                                                                            ANNUAL
                                                                      DIVIDEND RATE PER   SEPTEMBER      DECEMBER
                                                                           UNIT (1)        30, 2000      31, 1999
--------------------------------------------------------------------- ----------------- ------------- -------------
<S>                                                                   <C>               <C>           <C>
Preference Interests:

8.00% Series A Cumulative Convertible Redeemable Preference                   $ 4.0000      $ 40,000      $ 40,000
   Interests; liquidation value $50 per unit; 800,000 units issued
   and outstanding at September 30, 2000 and December 31, 1999

8.50% Series B Cumulative Convertible Redeemable Preference                   $ 4.2500        55,000             -
   Units; liquidation value $50 per unit; 1,100,000 units issued
   and outstanding at September 30, 2000

8.50% Series C Cumulative Convertible Redeemable Preference                   $ 4.2500        11,000             -
   Units; liquidation value $50 per unit; 220,000 units issued
   and outstanding at September 30, 2000

8.375% Series D Cumulative Convertible Redeemable
    Preference Units; liquidation value $50 per unit; 420,000
    units issued and outstanding at September 30, 2000                        $ 4.1875        21,000             -

8.50% Series E Cumulative Convertible Redeemable Preference
    Units, liquidation value $50 per unit, 1,000,000 units issued
    and outstanding at September 30, 2000                                     $ 4.2500        50,000             -
--------------------------------------------------------------------- ----------------- ------------- -------------
                                                                                            $177,000      $ 40,000
--------------------------------------------------------------------- ----------------- ------------- -------------
</TABLE>

(1)      Dividends on all series of Preference Interests are payable quarterly
         at various pay dates.

                                       11
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

         The following table presents the Operating Partnership's issued and
outstanding Cumulative Convertible or Redeemable Preference Units as of
September 30, 2000 and December 31, 1999:

<TABLE>
<CAPTION>

----------------------------------------------------------------------- ------------------ -------------------------
                                                                                               AMOUNTS IN THOUSANDS
                                                                                           -------------------------
                                                                          ANNUAL DIVIDEND    SEPTEMBER    DECEMBER
                                                                         RATE PER UNIT (1)   30, 2000     31, 1999
----------------------------------------------------------------------- ------------------ ------------ ------------
<S>                                                                            <C>         <C>          <C>
Cumulative Convertible or Redeemable Preference Units:

9 3/8% Series A Cumulative Redeemable Preference Units; liquidation            $ 2.34375   $  153,000   $  153,000
     value $25 per unit; 6,120,000 units issued and outstanding at
     September 30, 2000 and December 31, 1999

9 1/8% Series B Cumulative Redeemable Preference Units; liquidation            $22.81252      125,000      125,000
     value $250 per unit; 500,000 units issued and outstanding at
     September 30, 2000 and December 31, 1999

9 1/8% Series C Cumulative Redeemable Preference Units; liquidation            $22.81252      115,000      115,000
     value $250 per unit; 460,000 units issued and outstanding
     at September 30, 2000 and December 31, 1999

8.60% Series D Cumulative Redeemable Preference Units; liquidation             $21.50000      175,000      175,000
     value $250 per unit; 700,000 units issued and outstanding
     at September 30, 2000 and December 31, 1999

Series E Cumulative Convertible Preference Units; liquidation value            $ 1.75000       96,748       99,850
     $25 per unit; 3,869,940 and 3,994,000 units issued and outstanding at
     September 30, 2000 and December 31, 1999, respectively

9.65% Series F Cumulative Redeemable Preference Units; liquidation             $ 2.41250       57,500       57,500
     value $25 per unit; 2,300,000 units issued and outstanding at
     September 30, 2000 and December 31, 1999

7 1/4% Series G Convertible Cumulative Preference Units; liquidation           $18.12500      316,175      316,250
     value $250 per unit; 1,264,700 and 1,265,000 units issued and
     outstanding at September 30, 2000 and December 31, 1999, respectively

7.00% Series H Cumulative Convertible Preference Units; liquidation            $ 1.75000        1,536        3,686
     value $25 per unit; 61,424 and 147,452 units issued and outstanding at
     September 30, 2000 and December 31, 1999, respectively

8.60% Series J Cumulative Convertible Preference Units; liquidation            $ 2.15000            -      114,980
     value $25 per unit; 0 and 4,599,200 units issued and outstanding
     at September 30, 2000 and December 31, 1999, respectively (2)

8.29% Series K Cumulative Redeemable Preference Units; liquidation             $ 4.14500       50,000       50,000
     value $50 per unit; 1,000,000 units issued and outstanding at
     September 30, 2000 and December 31, 1999

7.625% Series L Cumulative Redeemable Preference Units; liquidation            $ 1.90625      100,000      100,000
     value $25 per unit; 4,000,000 units issued and outstanding at
     September 30, 2000 and December 31, 1999
----------------------------------------------------------------------- ------------------ ------------ ------------
                                                                                           $1,189,959   $1,310,266
----------------------------------------------------------------------- ------------------ ------------ ------------
</TABLE>

(1)    Dividends on all series of preference units are payable quarterly at
       various pay dates. Dividend rates listed for Series B, C, D and G are
       preference unit rates and the equivalent depositary unit annual dividend
       rates are $2.281252, $2.281252, $2.15 and $1.8125, respectively.

                                       12
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


(2)    On June 2, 2000, the Operating Partnership redeemed all of its remaining
       issued and outstanding Series J Cumulative Convertible Preference Units
       in conjunction with the conversion of the Series J Preferred Shares of
       EQR.

         The following table presents the Operating Partnership's allocation of
net income among Cumulative Convertible or Redeemable Preference Units for the
nine months and quarters ended September 30, 2000 and 1999 (AMOUNTS IN
THOUSANDS):

<TABLE>
<CAPTION>

                                                           NINE MONTHS ENDED               QUARTER ENDED
                                                             SEPTEMBER 30,                 SEPTEMBER 30,
                                                       --------------------------    ---------------------------
                                                          2000           1999           2000            1999
                                                       --------------------------    ---------------------------

<S>                                                     <C>            <C>            <C>            <C>
ALLOCATION OF NET INCOME:

9 3/8% Series A Cumulative Redeemable
    Preference Units                                    $10,758        $10,758        $ 3,586        $ 3,586
9 1/8% Series B Cumulative Redeemable
    Preference Units                                      8,555          8,555          2,852          2,852
9 1/8% Series C Cumulative Redeemable
    Preference Units                                      7,870          7,870          2,623          2,623
8.60% Series D Cumulative Redeemable
    Preference Units                                     11,288         11,288          3,762          3,762

Series E Cumulative Convertible Preference Units          5,184          5,245          1,693          1,748
9.65% Series F Cumulative Redeemable
    Preference Units                                      4,161          4,161          1,387          1,387
7 1/4% Series G Convertible Cumulative
    Preference Units                                     17,194         17,196          5,730          5,732
7.00% Series H Cumulative Convertible
    Preference Units                                         81            196             26             65
8.82% Series I Cumulative Convertible
    Preference Units                                        -            3,329            -              562
8.60% Series J Cumulative Convertible
    Preference Units                                      2,451          7,416            -            2,472
8.29% Series K Cumulative Redeemable
    Preference Units                                      3,109          3,109          1,036          1,036
7.625% Series L Cumulative Redeemable
    Preference Units                                      5,719          5,719          1,906          1,906
                                                        -------        -------        -------        -------
Cumulative Convertible or Redeemable
    Preference Units                                    $76,370        $84,842        $24,601        $27,731
                                                        =======        =======        =======        =======
</TABLE>

5.       REAL ESTATE ACQUISITIONS

         During the nine months ended September 30, 2000 the Operating
Partnership acquired the eighteen Properties listed below from unaffiliated
parties. In connection with certain of the acquisitions listed below, the
Operating Partnership assumed and/or entered into new mortgage indebtedness of
approximately $38.4 million and issued OP Units having a value of approximately
$4.1 million. The cash portion of these transactions was funded from proceeds
received from the disposition of properties and working capital.

                                       13
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

--------------- --------------------------------- --------------------------- ------------- ------------------
     DATE                                                                      NUMBER OF     PURCHASE PRICE
   ACQUIRED     PROPERTY                          LOCATION                       UNITS       (IN THOUSANDS)
--------------- --------------------------------- --------------------------- ------------- ------------------
<S>             <C>                               <C>                         <C>           <C>
   01/19/00     Windmont                          Atlanta, GA                     178        $ 10,310
   04/05/00     Alborada                          Fremont, CA                     442          83,500
   06/30/00     Jefferson at Wyndham Lakes        Coral Springs, FL               332          33,340
   07/12/00     Ambergate                         West Palm Beach, FL              72           2,362
   07/12/00     Greengate                         West Palm Beach, FL             120           4,019
   07/12/00     Jupiter Cove II                   Juno Beach, FL                   61           1,663
   07/12/00     Oakland Hills                     Margate, FL                     189           7,800
   07/12/00     Summit Center                     West Palm Beach, FL              87           2,347
   07/12/00     Whispering Pines                  Fort Pierce, FL                  64             978
   07/25/00     Harbour Town                      Boca Raton, FL                  392          31,940
   09/13/00     Madison at Wells Branch           Austin, TX                      300          18,750
   09/13/00     Madison at Scofield Farms         Austin, TX                      260          16,510
   09/14/00     Westside Villas I-V               Los Angeles, CA                 176          42,000
   09/27/00     Millburn Court I                  Dayton, OH                       65           1,500
-------------  ------------------------------- -----------------------------   ---------   ----------
                                                                                2,738        $257,109
------------- -------------------------------- -----------------------------   ---------   ----------
</TABLE>

         On January 19, 2000, the Operating Partnership paid $1.25 million to
acquire an additional ownership interest in LFT's Guilford portfolio (14
properties containing 2,995 units located in four states). The transaction was
effective on January 1, 2000. Prior to January 1, 2000, the Operating
Partnership accounted for this portfolio under the equity method of accounting.
As a result of this additional ownership acquisition, the Operating Partnership
acquired a controlling interest, and as such, now consolidates these properties
for financial reporting purposes. The Operating Partnership recorded additional
investments in real estate totaling $69.4 million in connection with this
transaction.

         On August 7, 2000, the Operating Partnership funded approximately
$30.9 million for an ownership interest in Laguna Clara Apartments, a
264-unit property located in Santa Clara, California. As the Operating
Partnership cannot exercise unilateral control over major decisions, this
property has been classified as an investment in unconsolidated joint venture
and accounted for under the equity method.

6.       REAL ESTATE DISPOSITIONS

         During the nine months ended September 30, 2000, the Operating
Partnership disposed of the twenty-seven properties listed below to unaffiliated
parties. The Operating Partnership recognized a net gain for financial reporting
purposes of approximately $155.8 million.

                                       14
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

       ---------------- ---------------------------------- ------------------------- ------------- -----------------
                                                                                                     DISPOSITION
          DATE                                                                          NUMBER          PRICE
        DISPOSED        PROPERTY                           LOCATION                    OF UNITS     (IN THOUSANDS)
       ---------------- ---------------------------------- ------------------------- ------------- -----------------
<S>                     <C>                                <C>                           <C>           <C>
          02/04/00      Lakeridge at the Moors             Miami, FL                       175         $ 10,000
          02/09/00      Sonnet Cove I & II                 Lexington, KY                   331           12,300
          02/25/00      Yuma Court                         Colorado Springs, CO             40            2,350
          02/25/00      Indigo Plantation                  Daytona Beach, FL               304           14,200
          02/25/00      The Oaks of Lakebridge             Ormond Beach, FL                170            7,800
          03/23/00      Tanglewood                         Lake Oswego, OR                 158           10,750
          03/30/00      Preston Lake                       Tucker, GA                      320           17,325
          03/31/00      Cypress Cove                       Melbourne, FL                   326           18,800
          04/20/00      Village of Sycamore Ridge          Memphis, TN                     114            5,200
          04/28/00      Towne Centre III & IV              Laurel, MD                      562           29,244
          05/11/00      3000 Grand                         Des Moines, IA                  186            9,625
          06/14/00      Villa Madeira                      Scottsdale, AZ                  332           17,500
          07/06/00      Idlewood                           Indianapolis, IN                320           15,600
          07/25/00      Sabal Palm                         Pompano Beach, FL               416           27,200
          07/27/00      Lake in the Woods                  Ypsilanti, MI                 1,028           57,000
          07/28/00      Windmill                           Colorado Springs, CO            304           12,358
          07/28/00      Cheyenne Crest                     Colorado Springs, CO            208           12,286
          07/28/00      Lamplight Court                    London, OH                       53              738
          08/24/00      Huntington Hollow                  Tulsa, OK                       288            7,100
          08/24/00      Hunter Glen                        Springfield, IL                  64            1,750
          08/29/00      Glenridge                          Colorado Springs, CO            220           13,127
          09/18/00      Greenwich Woods/Hollyview          Silver Springs, MD              606           37,500
          09/26/00      The Hollows                        Columbia, SC                    212            8,000
          09/26/00      Tamarind at Stoneridge             Columbia, SC                    240            8,030
       ---------------- ---------------------------------- ------------------------- ------------- -----------------
                                                                                         6,977         $355,783
       ---------------- ---------------------------------- ------------------------- ------------- -----------------
</TABLE>

         On June 30, 2000, the Operating Partnership entered into two
separate joint ventures with an unaffiliated party. At closing, the Operating
Partnership sold and/or contributed twenty-one wholly owned properties
containing 5,211 units valued at $303.4 million to the joint ventures
encumbered with $220.0 million in mortgage loans obtained on June 26, 2000
(see further discussion in Note 9). The unaffiliated party acquired a 75%
interest in the joint ventures while the Operating Partnership retained a 25%
interest along with the right to manage the properties. The Operating
Partnership has classified its 25% interest in the joint ventures as
investments in unconsolidated joint ventures and accounted for them under the
equity method of accounting. The Operating Partnership recognized a net gain
for financial reporting purposes of approximately $49.3 million.

         In addition, during the nine months ended September 30, 2000, the
Operating Partnership sold its entire interest in three Unconsolidated
Properties containing 377 units for approximately $4.6 million.

7.       COMMITMENTS TO ACQUIRE/DISPOSE OF REAL ESTATE

         As of September 30, 2000, in addition to the Properties that were
subsequently acquired as discussed in Note 15 of the Notes to Consolidated
Financial Statements, the Operating Partnership entered into separate agreements
to acquire eight multifamily properties containing 1,698 units from unaffiliated
parties. The Operating Partnership expects a combined purchase price of
approximately $283.5 million, including the assumption of mortgage indebtedness
of approximately $24.7 million.

                                       15


<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

         As of September 30, 2000, in addition to the Properties that were
subsequently disposed of as discussed in Note 15 of the Notes to Consolidated
Financial Statements, the Operating Partnership entered into separate agreements
to dispose of seven multifamily properties containing 1,117 units to
unaffiliated parties. The Operating Partnership expects a combined disposition
price of approximately $53.3 million.

         The closings of these pending transactions are subject to certain
contingencies and conditions; therefore, there can be no assurance that these
transactions will be consummated or that the final terms thereof will not differ
in material respects from those summarized in the preceding paragraph.

8.       DEPOSITS - RESTRICTED

         Deposits-restricted as of September 30, 2000 included the following:

     -    deposits in the amount of $29.5 million held in third party escrow
          accounts to provide collateral for third party construction financing
          in connection with two separate joint venture agreements;

     -    approximately $195.3 million held in third party escrow accounts,
          representing proceeds received in connection with the Operating
          Partnership's disposition of twenty-two properties and earnest money
          deposits made for eight additional acquisitions;

     -    approximately $33.4 million for tenant security, utility deposits, and
          other deposits for certain of the Operating Partnership's Properties;
          and

     -    approximately $5.5 million of other deposits.

9.       MORTGAGE NOTES PAYABLE

         As of September 30, 2000, the Operating Partnership had outstanding
mortgage indebtedness of approximately $3.0 billion encumbering 510 of the
Properties and one warehouse acquired in the Globe Merger. The carrying value of
such Properties (net of accumulated depreciation of $555.0 million) was
approximately $4.8 billion. The mortgage notes payables are generally due in
monthly installments of principal and interest.

         During the nine months ended September 30, 2000 the Operating
Partnership:

     -    recorded additional third-party mortgage debt totaling $65.1 million
          in connection with the consolidation of the Guilford portfolio on
          January 1, 2000 (see Note 5);

     -    repaid the outstanding mortgage balances on sixty-one Properties in
          the aggregate amount of $119.4 million;

     -    obtained new mortgage financing on eleven previously unencumbered
          properties in the amount of $148.3 million on March 20, 2000;

     -    settled on a $100 million forward starting swap and received $7.1
          million. This amount is being amortized over the life of the financing
          for the eleven previously unencumbered Properties that occurred on
          March 20, 2000;

     -    obtained new mortgage financings on twenty-one previously unencumbered
          properties in the amount of $220 million on June 26, 2000. These
          mortgage loans were assumed by the joint ventures that closed on June
          30, 2000 (see Note 6);

     -    assumed mortgage debt on six properties in the amount of $38.4 million
          in connection with their acquisitions; and

     -    obtained approximately $88.3 million in construction loan
          commitments on two properties, of which $20.7 million was currently
          outstanding.

         As of September 30, 2000, scheduled maturities for the Operating
Partnership's outstanding mortgage indebtedness are at various dates through
October 1, 2033. The interest rate range on the

                                       16
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


Operating Partnership's mortgage debt was 4.00% to 10.67% at September 30, 2000.
During the nine months ended September 30, 2000, the weighted average interest
rate on the Operating Partnership's mortgage debt was 6.85%.

10.      NOTES

         The following tables summarize the Operating Partnership's unsecured
note balances and certain interest rate and maturity date information as of and
for the nine months ended September 30, 2000:

<TABLE>
<CAPTION>
                                                                                       Weighted
            September 30, 2000                Net Principal    Interest Rate           Average     Maturity Date
          (AMOUNTS IN THOUSANDS)                 Balance          Ranges            Interest Rate      Ranges
------------------------------------------------------------------------------------------------------------------

<S>                                            <C>               <C>                    <C>         <C>
Fixed Rate Public Notes                        $ 1,893,538       6.150% - 9.375%        7.07%       2000 - 2026
Floating Rate Public Notes                          99,800             (1)              7.26%           2003
Fixed Rate Tax-Exempt Bonds                        127,780       4.750% - 5.200%        5.08%       2024 - 2029
                                            -------------------                     ---------------

Totals                                         $ 2,121,118                              6.96%
                                            ===================                     ===============
</TABLE>

     (1)  As of September 30, 2000, floating rate public notes consisted of one
          note. The interest rate on this note was LIBOR (reset quarterly) plus
          a spread (reset annually in August) equal to 0.65% at September 30,
          2000.

         During the nine months ended September 30, 2000 the Operating
Partnership:

     -    assumed $39.9 million of fixed rate public notes in the Globe Merger;

     -    paid off at maturity fixed rate 7.25% public notes of $55.0 million;

     -    paid off at maturity fixed rate 6.15% public notes of $145.0 million;
          and

     -    paid off $8.0 million in fixed rate public notes assumed in the Globe
          Merger.

         As of September 30, 2000, the Operating Partnership had outstanding
unsecured notes of approximately $2.1 billion net of a $3.9 million discount and
including a $5.5 million premium.

         As of September 30, 2000, the remaining unamortized balance of deferred
settlement receipts and payments from treasury locks and interest rate
protection agreements was $9.0 million and $2.5 million, respectively.

11.      LINES OF CREDIT

         The Operating Partnership has a revolving credit facility with Bank of
America Securities LLC and Chase Securities Inc. acting as joint lead arrangers
to provide the Operating Partnership with potential borrowings of up to $700.0
million. As of September 30, 2000, no amounts were outstanding under this
facility and $51.3 million was restricted on this line of credit. During the
nine months ended September 30, 2000, the weighted average interest rate on this
revolving credit facility was 6.58%.

         In connection with the Globe Merger, the Company assumed a second
line of credit facility with Fifth Third Bank to provide the Company with
potential borrowings of up to $55.0 million. As of September 30, 2000, $33.6
million was outstanding under this facility. From the period July 11, 2000
(Globe Merger date) through September 30, 2000, the weighted average interest
rate on this revolving credit facility was 8.78%.

                                       17
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


12.      CALCULATION OF NET INCOME PER WEIGHTED AVERAGE OP UNIT

         The following tables set forth the computation of net income per OP
Unit - basic and net income per OP Unit - diluted.

<TABLE>
<CAPTION>

                                                                     NINE MONTHS ENDED                    QUARTER ENDED
                                                                        SEPTEMBER 30,                      SEPTEMBER 30,
                                                              ---------------------------------     --------------------------------
                                                                   2000            1999              2000            1999
                                                              ---------------------------------     --------------------------------
                                                                            (AMOUNTS IN THOUSANDS EXCEPT PER OP UNIT AMOUNTS)
<S>                                                             <C>               <C>               <C>               <C>
NUMERATOR:
Income before gain on disposition of properties, net,
    extraordinary item, allocation to Minority
    Interests, provision for income taxes and
    allocation to preference unit/interest distributions        $ 290,850         $ 243,797         $ 105,729         $  84,423

Allocation to Minority Interests - Partially Owned
    Properties                                                        145               -                 (12)              -
Provision for income taxes                                           (518)              -                (518)              -
Allocation to Junior Convertible Preference Units                    (327)             (240)             (109)             (240)
Allocation to Cumulative Convertible Redeemable
     Preference Interests                                          (6,900)              (36)           (3,233)              (36)
Allocation to Redeemable Preference Units                         (76,370)          (84,842)          (24,601)          (27,731)
                                                                ----------------------------        ---------------------------
Income before gain on disposition of properties, net
    and extraordinary item                                        206,880           158,679            77,256            56,416

Gain on disposition of properties, net                            205,121            64,315           117,469            18,508

Loss on early extinguishment of debt                                  -                (451)              -                 -
                                                                ----------------------------        ---------------------------
Numerator for net income per OP Unit - basic                      412,001           222,543           194,725            74,924

Effect of dilutive securities:
     Distributions to convertible preference
         units/interests                                            9,713               -               7,576               -
                                                                ----------------------------        ---------------------------
Numerator for net income per OP Unit - diluted                  $ 421,714         $ 222,543         $ 202,301         $  74,924
                                                                ============================        ============================
DENOMINATOR:
Denominator for net income per OP Unit - basic                    141,818           133,490           143,732           134,993
Effect of dilutive securities:
     Dilution for OP Units issuable upon assumed
         exercise of the Company's stock options                      721               714               985               660
     Convertible preference units/interests                         3,967               -               7,777               -
                                                                 ---------------------------        ---------------------------
Denominator for net income per OP Unit - diluted                  146,506           134,204           152,494           135,653
                                                                ============================        ============================
Net income per OP Unit - basic                                  $    2.91         $    1.67         $    1.35         $    0.56
                                                                ============================        ============================
Net income per OP Unit - diluted                                $    2.88         $    1.66         $    1.33         $    0.55
                                                                ============================        ============================
</TABLE>

                                       18
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      NINE MONTHS ENDED                   QUARTER ENDED
                                                                         SEPTEMBER 30,                     SEPTEMBER 30,
                                                                 ------------------------------  --------------------------------
                                                                     2000               1999            2000               1999
                                                                 ------------------------------  --------------------------------
                                                                           (AMOUNTS IN THOUSANDS EXCEPT PER OP UNIT AMOUNTS)

<S>                                                                  <C>                <C>             <C>                <C>
  NET INCOME PER OP UNIT - BASIC:
  Income  before  gain  on  disposition  of  properties, net
    and extraordinary item per OP Unit - basic                       $   1.46           $   1.19        $   0.53           $   0.42
  Gain on disposition of properties, net                                 1.45               0.48            0.82               0.14
  Loss on early extinguishment of debt                                      -                  -               -                  -
                                                                 -------------      -------------  --------------     --------------
  Net income per OP Unit - basic                                     $   2.91           $   1.67        $   1.35           $   0.56
                                                                 =============      =============  ==============     ==============
  NET INCOME PER OP UNIT - DILUTED:
  Income  before  gain  on  disposition  of  properties,   net
    and extraordinary item per OP Unit - diluted                     $   1.48           $   1.18        $   0.56           $   0.42
  Gain on disposition of properties, net                                 1.40               0.48            0.77               0.13
  Loss on early extinguishment of debt                                      -                  -               -                  -
                                                                 -------------      -------------  --------------     --------------
  Net income per OP Unit - diluted                                   $   2.88           $   1.66        $   1.33           $   0.55
                                                                 =============      =============  ==============     ==============
</TABLE>

CONVERTIBLE PREFERENCE UNITS THAT COULD BE CONVERTED INTO 5,402,699 AND
12,357,124 WEIGHTED AVERAGE COMMON SHARES (WHICH WOULD BE CONTRIBUTED TO THE
OPERATING PARTNERSHIP IN EXCHANGE FOR OP UNITS) FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999, RESPECTIVELY, AND 0 AND 11,365,744 WEIGHTED AVERAGE
COMMON SHARES FOR THE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999, RESPECTIVELY,
WERE OUTSTANDING BUT WERE NOT INCLUDED IN THE COMPUTATION OF DILUTED EARNINGS
PER OP UNIT BECAUSE THE EFFECTS WOULD BE ANTI-DILUTIVE.

12.      COMMITMENTS AND CONTINGENCIES

         The Operating Partnership, as an owner of real estate, is subject to
various Federal, state and local environmental laws and regulations. Compliance
by the Operating Partnership with existing laws has not had a material adverse
effect on the Operating Partnership's financial condition and results of
operations. However, the Operating Partnership cannot predict the impact of new
or changed laws or regulations on its current properties or on properties that
it may acquire in the future.

         The Operating Partnership does not believe there is any litigation
pending or threatened against the Operating Partnership other than routine
litigation arising out of the ordinary course of business, the costs and
expenses of most of which is expected to be covered by liability insurance, none
of which is expected to have a material adverse effect on the consolidated
financial statements of the Operating Partnership.

         In regards to the funding of Properties in the development and/or
earnout stage and the joint venture agreements with two multifamily residential
real estate developers, the Operating Partnership funded a total of $103.3
million during the nine months ended September 30, 2000. During the remainder of
2000, the Operating Partnership expects to fund approximately $55.4 million in
connection with these Properties. In connection with one joint venture
agreement, the Operating Partnership has an obligation to fund up to an
additional $17.5 million to guarantee third party construction financing.

                                       19
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

         Pursuant to the terms of a Stock Purchase Agreement with Wellsford Real
Properties, Inc. ("WRP Newco"), the Operating Partnership had agreed to purchase
up to 1,000,000 shares of WRP Newco Series A Preferred at $25.00 per share on a
standby basis over a three-year period ending on May 30, 2000. This agreement
was terminated on May 5, 2000, and, as such, the Operating Partnership has no
further obligations under this agreement.

         In connection with the Wellsford Merger, the Operating Partnership
provided a $14.8 million credit enhancement with respect to certain tax-exempt
bonds issued to finance certain public improvements at a multifamily development
project. As of September 30, 2000, this enhancement was still in effect.

         Pursuant to the terms of a capital investment in Constellation Real
Technologies, LLC ("Constellation"), the Operating Partnership has a funding
commitment of $12.3 million as of September 30, 2000. Constellation's primary
objectives will be to serve as an incubator for real estate technology
companies and to provide a platform for pooling of its investor's purchasing
power. The Operating Partnership's current equity ownership interest in
Constellation is 9.999% as of September 30, 2000.

14.      REPORTABLE SEGMENTS

         The following tables set forth the reconciliation of net income and
total assets for the Operating Partnership's reportable segments for the nine
months and quarter ended September 30, 2000 and net income for the nine months
and quarter ended September 30, 1999.

                                       20
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

              NINE MONTHS ENDED SEPTEMBER 30, 2000                  RENTAL REAL       CORPORATE/
                     (AMOUNTS IN THOUSANDS)                         ESTATE (1)        OTHER (2)       CONSOLIDATED
---------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                    <C>            <C>
Rental income                                                   $  1,454,958           $    -         $  1,454,958
Fee and asset management income                                          -                4,711              4,711
Furniture income                                                         -               14,228             14,228
Property and maintenance expense                                    (368,291)               -             (368,291)
Real estate tax and insurance expense                               (141,830)               -             (141,830)
Property management expense                                          (56,204)               -              (56,204)
Fee and asset management expense                                         -               (3,647)            (3,647)
Furniture operating costs                                                -               (9,505)            (9,505)
                                                               ------------------------------------------------------
Net operating income                                                 888,633              5,787            894,420

Interest income - investment in mortgage notes                           -                8,282              8,282
Income from investments in unconsolidated joint ventures                 -               14,589             14,589
Interest and other income                                                -               19,009             19,009
Depreciation expense on non-real estate assets                           -               (5,830)            (5,830)
Interest expense:
    Expense incurred                                                     -             (285,337)          (285,337)
    Amortization of deferred financing costs                             -               (4,063)            (4,063)
General and administrative expense                                       -              (19,439)           (19,439)
Amortization of goodwill and other intangibles                           -                 (767)              (767)
Allocation to Minority Interests - Partially Owned
    Properties                                                           -                  145                145
Provision for income taxes                                               -                 (518)              (518)
Allocation to preference unit/interest holders                           -              (83,597)           (83,597)
Adjustment for depreciation expense related to
    Unconsolidated and Partially Owned Properties                        -                 (193)              (193)
                                                               ------------------------------------------------------
Funds from operations available to OP Units                          888,633           (351,932)           536,701

Depreciation expense on real estate assets                          (330,014)               -             (330,014)
Gain on disposition of properties, net                               205,121                -              205,121
Adjustment for depreciation expense related to
    Unconsolidated and Partially Owned Properties                        -                  193                193

                                                               ------------------------------------------------------

Net income available to OP Unit holders                         $    763,740       $   (351,739)      $    412,001
                                                               ======================================================

Investment in real estate, net of accumulated depreciation      $ 10,580,070       $     16,388       $ 10,596,458
                                                               ======================================================

Total assets                                                    $ 10,804,623       $  1,016,239       $ 11,820,862
                                                               ======================================================
</TABLE>

                                       21
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

              NINE MONTHS ENDED SEPTEMBER 30, 1999               RENTAL REAL        CORPORATE/
                     (AMOUNTS IN THOUSANDS)                      ESTATE (1)         OTHER (2)       CONSOLIDATED
----------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                 <C>             <C>
Rental income                                                 $ 1,243,958         $     -         $ 1,243,958
Fee and asset management income                                       -               3,432             3,432
Property and maintenance expense                                 (300,798)              -            (300,798)
Real estate tax and insurance expense                            (126,304)              -            (126,304)
Property management expense                                       (42,817)              -             (42,817)
Fee and asset management expense                                      -              (2,301)           (2,301)
                                                               ------------------------------------------------------
Net operating income                                              774,039             1,131           775,170

Interest income - investment in mortgage notes                        -               8,502             8,502
Income from investments in unconsolidated joint ventures              -               7,042             7,042
Interest and other income                                             -              10,613            10,613
Depreciation expense on non-real estate assets                        -              (5,125)           (5,125)
Interest expense:
    Expense incurred                                                  -            (241,516)         (241,516)
    Amortization of deferred financing costs                          -              (2,773)           (2,773)
General and administrative expense                                    -             (15,736)          (15,736)
Allocation to preference unit/interest holders                        -             (85,118)          (85,118)
Adjustment for depreciation expense related to
    Unconsolidated Properties                                         -                 710               710
                                                               ------------------------------------------------------

Funds from operations available to OP Units                       774,039          (322,270)          451,769

Depreciation expense on real estate assets                       (292,380)              -            (292,380)

Gain on disposition of properties, net                             64,315               -              64,315

Loss on early extinguishment of debt                                  -                (451)             (451)

Adjustment for depreciation expense related to
    Unconsolidated Properties                                         -                (710)             (710)
                                                               ------------------------------------------------------

Net income available to OP Unit holders                       $   545,974       $  (323,431)      $   222,543
                                                              ===========       ===========       ===========
</TABLE>

                                       22
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                QUARTER ENDED SEPTEMBER 30, 2000                  RENTAL REAL       CORPORATE/
                      (AMOUNTS IN THOUSANDS)                      ESTATE (1)        OTHER (2)       CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>              <C>
Rental income                                                   $ 502,218          $    -           $ 502,218
Fee and asset management income                                       -               1,876             1,876
Furniture income                                                      -              14,228            14,228
Property and maintenance expense                                 (140,446)              -            (140,446)
Real estate tax and insurance expense                             (46,829)              -             (46,829)
Property management expense                                       (18,444)              -             (18,444)
Fee and asset management expense                                      -              (1,545)           (1,545)
Furniture operating costs                                             -              (9,505)           (9,505)
                                                               ------------------------------------------------------
Net operating income                                              296,499             5,054           301,553

Interest income - investment in mortgage notes                        -               2,783             2,783
Income from investments in unconsolidated joint ventures              -               5,525             5,525
Interest and other income                                             -              10,624            10,624
Depreciation expense on non-real estate assets                        -              (2,673)           (2,673)
Interest expense:
    Expense incurred                                                  -             (95,074)          (95,074)
    Amortization of deferred financing costs                          -              (1,360)           (1,360)
General and administrative expense                                    -              (6,223)           (6,223)
Amortization of goodwill and other intangibles                        -                (767)             (767)
Allocation to Minority Interests - Partially Owned
     Properties                                                       -                 (12)              (12)
Provision for income taxes                                            -                (518)             (518)
Allocation to preference unit/interest holders                        -             (27,943)          (27,943)
Adjustment for depreciation expense related to
     Unconsolidated and Partially Owned Properties                    -                 298               298
                                                               ------------------------------------------------------

Funds from operations available to OP Units                       296,499          (110,286)          186,213

Depreciation expense on real estate assets                       (108,659)              -            (108,659)
Gain on disposition of properties, net                            117,469               -             117,469
Adjustment for depreciation expense related to
     Unconsolidated and Partially Owned Properties                    -                (298)             (298)
                                                               ------------------------------------------------------

Net income available to OP Unit holders                         $ 305,309         $(110,584)        $ 194,725
                                                                =====================================================
</TABLE>

                                       23
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                  QUARTER ENDED SEPTEMBER 30, 1999              RENTAL REAL        CORPORATE/
                       (AMOUNTS IN THOUSANDS)                   ESTATE (1)         OTHER (2)      CONSOLIDATED
  ------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>               <C>               <C>
Rental income                                                   $ 424,780         $     -           $ 424,780
Fee and asset management income                                       -               1,018             1,018
Property and maintenance expense                                 (103,933)              -            (103,933)
Real estate tax and insurance expense                             (41,789)              -             (41,789)
Property management expense                                       (14,844)              -             (14,844)
Fee and asset management expense                                      -                (677)             (677)
                                                                ----------------------------------------------
Net operating income                                              264,214               341           264,555
Interest income - investment in mortgage notes                        -               2,858             2,858
Income from investments in unconsolidated joint ventures              -               2,691             2,691
Interest and other income                                             -               3,841             3,841
Depreciation expense on non-real estate assets                        -              (1,702)           (1,702)
Interest expense:
    Expense incurred                                                  -             (83,017)          (83,017)
    Amortization of deferred financing costs                          -              (1,112)           (1,112)
General and administrative expense                                    -              (5,022)           (5,022)
Allocation to preference unit/interest holders                        -             (28,007)          (28,007)
Adjustment for depreciation expense related
    to Unconsolidated Properties                                      -                 159               159
                                                                ----------------------------------------------
Funds from operations available to OP Units                       264,214          (108,970)          155,244
Depreciation expense on real estate assets                        (98,669)              -             (98,669)
Gain on disposition of properties, net                             18,508               -              18,508
Adjustment for depreciation expense related
     to Unconsolidated Properties                                     -                (159)             (159)
                                                                ----------------------------------------------
Net income available to OP Unit holders                         $ 184,053         $(109,129)        $  74,924
                                                                ==============================================
</TABLE>

(1)  The Operating Partnership's primary reportable business segment is owning,
     managing, and operating multifamily residential properties which includes
     the generation of rental and other related income through the leasing of
     apartment units to tenants.

(2)  The Operating Partnership has a segment for corporate level activity
     including such items as fee and asset management activity, furniture
     rental/sales activity, interest income earned on short-term investments and
     investment in mortgage notes, income earned from investments in
     unconsolidated joint ventures, general and administrative expenses, and
     interest expense on mortgage notes payable, unsecured notes and lines of
     credit. The Operating Partnership's fee and asset management and furniture
     rental/sales activities are immaterial and do not meet the threshold
     requirements of reportable segments as provided for in Statement No. 131.
     Interest expense on debt is not allocated to individual Properties, even if
     the Properties secure such debt.

                                       24
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

15.      SUBSEQUENT EVENTS

         Subsequent to September 30, 2000 and through November 3, 2000, the
Operating Partnership disposed of the seventeen properties listed below to
unaffiliated parties. A portion of these proceeds were used to pay off mortgage
debt on one property approximating $9.1 million. The purchaser assumed the
mortgage debt on two of these properties totaling $1.6 million.

<TABLE>
<CAPTION>

   --------------- ------------------------------ ------------------------- ------------ -----------------
                                                                                           DISPOSITION
         DATE                                                                 NUMBER          PRICE
       DISPOSED    PROPERTY                       LOCATION                   OF UNITS     (IN THOUSANDS)
   --------------- ------------------------------ ------------------------- ------------ -----------------
   <S>             <C>                            <C>                       <C>          <C>
      10/02/00     Villa Serenas                  Tucson, AZ                     611         $ 20,850
      10/03/00     Camellia Court                 Carrollton, KY                  55            1,550
      10/03/00     Millston I, II & III           Aberdeen, OH                    93            1,194
      10/03/00     Springwood                     Maysville, KY                   54            1,026
      10/03/00     Willowood                      Owensboro, KY                   55            1,200
      10/17/00     Mission Palms                  Tucson, AZ                     360           20,700
      10/19/00     Del Coronado                   Mesa, AZ                       419           23,575
      10/19/00     Rancho Murietta                Tempe, AZ                      292           17,075
      10/20/00     Crossings at Green Valley      Las Vegas, NV                  384           20,738
      10/20/00     Reflections at the Lake        Las Vegas, NV                  326           19,665
      10/20/00     The Trails                     Las Vegas, NV                  440           29,410
      10/23/00     Augustine Club                 Tallahassee, FL                222            9,925
      10/23/00     Plantations at Killearn        Tallahassee, FL                184            9,150
      10/23/00     Woodlake at Killearn           Tallahassee, FL                352           14,475
      10/25/00     La Valencia                    Mesa, AZ                       361           19,925
      10/25/00     Towne Square                   Chandler, AZ                   584           33,300
      10/31/00     Willow Run                     Willard, OH                     61            1,250
   --------------- ------------------------------ ------------------------- ------------ -----------------
                                                                               4,853         $245,008
   --------------- ------------------------------ ------------------------- ------------ -----------------
</TABLE>

         On October 11, 2000, the Operating Partnership acquired Waterford at
Manderin II, a vacant land parcel located adjacent to Waterford at Manderin
Phase I in Jacksonville, FL, from an unaffiliated party for a total purchase
price of approximately $0.5 million.

         On October 31, 2000, the Company closed on its acquisition of Grove
Property Trust ("Grove"). Grove's portfolio of 60 properties contains 7,308
units located in three New England states. As provided in the Company's
merger agreement with Grove, each Grove common share was exchanged for $17.00
(cash) and each Grove operating partnership unit was exchanged for cash in
the same amount or 0.3696 units in the Operating Partnership at the option of
the holder. As a result, the Company and the Operating Partnership paid
approximately $174.0 million in cash and issued approximately 0.3 million OP
Units. In addition, the Operating Partnership assumed approximately $241.4
million in Grove debt, of which $45.8 million was paid off immediately
following the close of the merger.

         On November 1, 2000, the Operating Partnership acquired Centre Club
Apartments, a 312-unit multifamily property located in Ontario, CA, from an
unaffiliated party for a total purchase price of approximately $31.1 million.

                                       25
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                                     PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

         The following discussion and analysis of the results of operations
and financial condition of the Operating Partnership should be read in
conjunction with the Consolidated Financial Statements and Notes thereto. Due
to the Operating Partnership's ability to control the Management Partnerships
and Management Companies, the Financing Partnerships, the LLC's, Globe, and
certain other entities, each entity has been consolidated with the Operating
Partnership for financial reporting purposes. Capitalized terms used herein
and not defined are as defined in the Operating Partnership's Annual Report
on Form 10-K for the year ended December 31, 1999.

            Forward-looking statements in this report are intended to be made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The words "believes", "expects" and "anticipates" and other
similar expressions which are predictions of or indicate future events and
trends and which do not relate solely to historical matters identify
forward-looking statements. Such forward-looking statements are subject to risks
and uncertainties, which could cause actual results, performance, or
achievements of the Operating Partnership to differ materially from anticipated
future results, performance or achievements expressed or implied by such
forward-looking statements. Factors that might cause such differences include,
but are not limited to, the following:

     -    costs to obtain alternative sources of capital to the Operating
          Partnership are higher than anticipated;

     -    occupancy levels and market rents may be adversely affected by local
          economic and market conditions, which are beyond the Operating
          Partnership's control; and

     -    additional factors as discussed in Part I of the Annual Report on Form
          10-K.

         Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The
Operating Partnership undertakes no obligation to publicly release any revisions
to these forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

RESULTS OF OPERATIONS

         The acquired properties are presented in the Consolidated Financial
Statements of the Operating Partnership from the date of each acquisition or the
closing dates of the Mergers. The following table summarizes the number of
Wholly Owned Acquired and Disposed Properties and related units for the periods
presented:

<TABLE>
<CAPTION>

                                               ACQUISITIONS                      DISPOSITIONS
                                     ---------------------------------- -------------------------------

                                        Number of        Number of         Number of       Number of
                   PERIOD               Properties         Units           Properties        Units
         --------------------------- ---------------- ----------------- --------------- ---------------
         <S>                         <C>              <C>               <C>             <C>
                    1999                    366             35,450              36          7,886
                YTD 9/30/00                  18              2,738              27          6,977
</TABLE>

                                       26
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                                     PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

         The Operating Partnership's overall results of operations for the nine
months ended September 30, 2000 and 1999 have been significantly impacted by the
Operating Partnership's acquisition and disposition activity, including the
Globe Merger. The significant changes in rental revenues, property and
maintenance expenses, real estate taxes and insurance, depreciation expense,
property management and interest expense can primarily be attributed to the
acquisition of the 1999 Acquired Properties, the 2000 Acquired Properties and
the Globe Merger, partially offset by the disposition of the 1999 Disposed
Properties and the 2000 Disposed Properties.

         Properties that the Operating Partnership owned for all of both the
nine-month periods ended September 30, 2000 and September 30, 1999 (the
"Nine-Month 2000 Same Store Properties"), which represented 163,368 units, also
impacted the Operating Partnership's results of operations. Properties that the
Operating Partnership owned for all of both the quarters ended September 30,
2000 and September 30, 1999 (the "Third-Quarter 2000 Same Store Properties"),
which represented 167,740 units, also impacted the Operating Partnership's
results of operations. Both the Nine-Month 2000 Same Store Properties and
Third-Quarter 2000 Same Store Properties are discussed in the following
paragraphs.

     COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2000 TO NINE MONTHS ENDED
SEPTEMBER 30, 1999

         For the nine months ended September 30, 2000, income before gain on
disposition of properties, net, extraordinary item, allocation to Minority
Interests and provision for income taxes increased by approximately $47.1
million when compared to the nine months ended September 30, 1999. This increase
was primarily due to the acquisition of the 1999 Acquired Properties, the 2000
Acquired Properties and the Globe Merger, as well as increases in rental
revenues net of increases in property and maintenance expenses, real estate
taxes and insurance, property management expenses, depreciation expense,
interest expense and general and administrative expenses.

         In regard to the Nine-Month 2000 Same Store Properties, total revenues
increased by approximately $47.5 million to $1.1 billion or 4.34% primarily as a
result of higher rental rates charged to new tenants and tenant renewals and an
increase in income from billing tenants for their share of utility costs as well
as other ancillary services provided to tenants. Overall, property-operating
expenses, which include property and maintenance, real estate taxes and
insurance and an allocation of property management expenses, increased
approximately $9.0 million or 2.22%. This increase was primarily the result of
higher expenses for on-site compensation costs and an increase in real estate
taxes on certain properties, but was partially offset by lower leasing and
advertising, administrative, maintenance, building and insurance costs.

         Property management represents expenses associated with the
self-management of the Operating Partnership's Properties. These expenses
increased by approximately $13.4 million primarily due to the operations of the
property management business obtained through the LFT Merger and a current year
compensation charge associated with the issuance of restricted shares to our
property management personnel.

         Fee and asset management revenues and fee and asset management expenses
are associated with the management of Unconsolidated Properties. These revenues
increased by approximately $1.3 million, but were offset by an increase in
expenses of approximately $1.3 million when compared to the nine months ended
September 30, 1999.

                                       27
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                                     PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

         Interest expense, including amortization of deferred financing
costs, increased by approximately $45.1 million. This increase was primarily
the result of a $661.7 million increase in the Operating Partnership's
average indebtedness outstanding. The effective interest cost on all of the
Operating Partnership's indebtedness for the nine months ended September 30,
2000 was 7.23% as compared to 6.97% for the nine months ended September 30,
1999.

         General and administrative expenses, which include corporate operating
expenses, increased approximately $3.7 million between the periods under
comparison. This increase was primarily due to recording higher compensation
expense associated with the issuance of restricted shares. These expenses as a
percentage of total revenues were 1.28% for the nine months ended September 30,
2000 compared to 1.24% of total revenues for the nine months ended September 30,
1999.

     COMPARISON OF QUARTER ENDED SEPTEMBER 30, 2000 TO QUARTER ENDED SEPTEMBER
30, 1999

         For the quarter ended September 30, 2000, income before gain on
disposition of properties, net, extraordinary item, allocation to Minority
Interests and provision for income taxes increased by approximately $21.3
million when compared to the quarter ended September 30, 1999. This increase was
primarily due to the acquisition of the 1999 Acquired Properties, the 2000
Acquired Properties and the Globe Merger, as well as increases in rental
revenues net of increases in property and maintenance expenses, real estate
taxes and insurance, property management expenses, depreciation expense,
interest expense and general and administrative expenses.

         In regard to the Third-Quarter 2000 Same Store Properties, total
revenues increased by approximately $19.4 million or 5.12% primarily as a result
of higher rental rates charged to new tenants and tenant renewals and an
increase in income from billing tenants for their share of utility costs as well
as other ancillary services provided to tenants. Overall, property-operating
expenses, which include property and maintenance, real estate taxes and
insurance and an allocation of property management expenses, increased
approximately $4.5 million or 3.12%. This increase was primarily the result of
higher expenses for on-site compensation costs and an increase in real estate
taxes on certain properties, but was partially offset by lower leasing and
advertising, administrative, maintenance and insurance costs.

         Property management represents expenses associated with the
self-management of the Operating Partnership's Properties. These expenses
increased by approximately $3.6 million primarily due to the operations of the
property management business obtained through the LFT Merger and a current year
compensation charge associated with the issuance of restricted shares to our
property management personnel.

         Fee and asset management revenues and fee and asset management expenses
are associated with the management of Unconsolidated Properties. These revenues
increased by approximately $0.9 million, but were offset by an increase in
expenses of approximately $0.9 million when compared to the quarter ended
September 30, 1999.

         Interest expense, including amortization of deferred financing
costs, increased by approximately $12.3 million. This increase was primarily
the result of a $491.4 million increase in the Operating Partnership's
average indebtedness outstanding. The effective interest cost on all of the
Operating Partnership's indebtedness for the quarter ended September 30, 2000
was 7.25% as compared to 6.95% for the quarter

                                       28
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                                     PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

ended September 30, 1999.

         General and administrative expenses, which include corporate operating
expenses, increased approximately $1.2 million between the periods under
comparison. This increase was primarily due to recording higher compensation
expense associated with the issuance of restricted shares. These expenses as a
percentage of total revenues were 1.16% for the quarter ended September 30, 2000
compared to 1.15% of total revenues for the quarter ended September 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

         As of January 1, 2000, the Operating Partnership had approximately
$29.1 million of cash and cash equivalents and the amount available on the
Operating Partnership's line of credit was $400 million, of which $65.8 million
was restricted. After taking into effect the various transactions discussed in
the following paragraphs, the Operating Partnership's cash and cash equivalents
balance at September 30, 2000 was approximately $56.2 million and the amount
available on the Operating Partnership's lines of credit was $721.4 million, of
which $51.3 million was restricted. The following discussion also explains the
changes in net cash provided by operating activities, net cash (used for)
investing activities and net cash (used for) financing activities, all of which
are presented in the Operating Partnership's Statements of Cash Flows.

         Part of the Operating Partnership's strategy in funding the purchase of
multifamily properties, funding its Properties in the development and/or earnout
stage and the funding of the Operating Partnership's investment in two joint
ventures with multifamily real estate developers is to utilize its lines of
credit and to subsequently repay the lines of credit from the disposition of
Properties or the issuance of additional equity or debt securities. Utilizing
this strategy during the first nine months of 2000, the Operating Partnership:

     -    obtained new mortgage financing on eleven previously unencumbered
          properties and received net proceeds of $147.7 million;

     -    disposed of thirty properties (including the sale of the Operating
          Partnership's entire interest in three Unconsolidated Properties) and
          received net proceeds of $360.4 million;

     -    sold and/or contributed twenty-one properties to two separate joint
          ventures and received net proceeds of $60.5 million;

     -    issued approximately 0.9 million OP Units and received net proceeds of
          $24.9 million;

     -    issued the Series B, C, D and E Cumulative Convertible Redeemable
          Preference Units and received net proceeds of $133.6 million; and

     -    obtained new mortgage financing on twenty-one previously unencumbered
          properties and received net proceeds of $217.2 million.

     All of these proceeds were utilized to either:

     -    repay the lines of credit;

     -    repay mortgage indebtedness on certain Properties and/or repay
          unsecured notes;

     -    provide funding for properties in the development and/or earnout stage
          including properties subject to the joint venture agreements; and/or

     -    purchase additional properties.

                                       29
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                                     PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

         During the nine months ended September 30, 2000, the Operating
Partnership:

     -    repaid four unsecured notes totaling $208.0 million;

     -    repaid approximately $119.4 million of mortgage indebtedness on
          sixty-one Properties;

     -    settled on a $100 million interest rate protection agreement and
          received approximately $7.1 million in connection therewith. This
          amount is being amortized over the life of the financing for the
          eleven previously unencumbered Properties that occurred on March 20,
          2000;

     -    funded $103.3 million related to the development, earnout and joint
          venture agreements;

     -    purchased eighteen Properties for a total purchase price of
          approximately $257.0 million;

     -    funded $1.25 million to acquire an additional ownership interest in
          LFT's Guilford portfolio; and

     -    acquired $25.0 million of 8.25% preferred securities of WRP
          Convertible Trust I, an affiliate of WRP Newco.

         As of September 30, 2000, the Operating Partnership had total
indebtedness of approximately $5.2 billion, which included mortgage indebtedness
of $3.0 billion (including premiums of $2.6 million), of which $836.6 million
represented tax-exempt bond indebtedness, and unsecured debt of $2.1 billion
(including net discounts and premiums in the amount of $1.6 million), of which
$127.8 million represented tax-exempt bond indebtedness.

         Subsequent to September 30, 2000 and through November 6, 2000, the
Company and the Operating Partnership:

     -    repaid and/or the purchaser assumed the outstanding mortgage balance
          on three Properties totaling approximately $10.6 million;

     -    disposed of seventeen properties for a total sales price of $245.0
          million;

     -    acquired one property containing 312 units and a vacant land parcel
          for a total purchase price of approximately $31.6 million; and

     -    acquired Grove for cash of approximately $174.0 million and assumed
          approximately $241.4 million in Grove debt, of which $45.8 million was
          paid off immediately following the close of the merger.

         During the remainder of 2000, the Operating Partnership expects to fund
$55.4 million related to the development, earnout and joint venture agreements.
In connection with one joint venture agreement, the Operating Partnership has an
obligation to fund up to an additional $17.5 million to guarantee third party
construction financing.

         The Operating Partnership has a policy of capitalizing expenditures
made for new real estate assets, including newly acquired properties and the
costs associated with placing these assets into service. Expenditures for
improvements and renovations to real estate that significantly enhance the value
of existing assets or substantially extend the useful life of an asset are also
capitalized. Expenditures for in-the-unit replacement-type items such as
appliances, draperies, carpeting and floor coverings, mechanical equipment and
certain furniture and fixtures are also capitalized. Expenditures for ordinary
maintenance and repairs are expensed to operations as incurred. With respect to
acquired properties, the Operating Partnership has determined that it generally
spends $1,000 per unit during its first three years of ownership

                                       30
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                                     PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

to fully improve and enhance these properties to meet the Operating
Partnership's standards. In regard to replacement-type items described above,
the Operating Partnership generally expects to spend $250 per unit on an annual
recurring basis.

         During the nine months ended September 30, 2000, the Operating
Partnership's total improvements to real estate approximated $100.3 million.
Of this amount, approximately $24.8 million, or $254 per unit, related to
capital improvements and major repairs for the 1998, 1999 and 2000 Acquired
Properties. Capital improvements and major repairs for all of the Operating
Partnership's pre-EQR IPO properties and 1993, 1994, 1995, 1996 and 1997
Acquired Properties approximated $25.5 million, or $227 per unit. Capital
spent for replacement-type items approximated $42.5 million, or $202 per
unit. In addition, approximately $5.3 million was spent on eight specific
assets related to major renovations and repositioning of these assets. Also
included in total improvements to real estate was approximately $0.7 million
spent on commercial/other assets, $1.4 million spent on the Partially Owned
Properties and $0.1 million spent on properties that were sold prior to 2000.
Such capital expenditures were primarily funded from working capital reserves
and from net cash provided by operating activities. Total improvements to
real estate for the remaining portion of 2000 are estimated to be
approximately $16.4 million.

         The Company, through its Globe subsidiary, has a policy for
capitalizing expenditures made for rental furniture and property and
equipment, including new acquisitions and the costs associated with placing
these assets into service. Globe purchases furniture to replace furniture
that has been sold and to maintain adequate levels of rental furniture to
meet existing and new customer needs. Expenditures for property and equipment
that significantly enhance the value of existing assets or substantially
extend the useful life of an asset are capitalized. Expenditures for ordinary
maintenance and repairs related to property and equipment are expensed as
incurred. For the period July 11, 2000 through September 30, 2000, total
additions to rental furniture and property and equipment approximated $7.5
million and $0.4 million, respectively. Such additions to rental furniture
and property and equipment were primarily funded from working capital
reserves and from net cash provided by operating activities. Total additions
to rental furniture and property and equipment for the remaining portion of
2000 are estimated to be approximately $6.4 million.

         Also included in total capital expenditures was approximately $3.9
million expended for non-real estate additions such as computer software,
computer equipment, and furniture and fixtures and leasehold improvements for
the Company's property management offices and its corporate headquarters.
Such additions to non-real estate property were primarily funded from working
capital reserves and from net cash provided by operating activities. Total
additions to non-real estate property for the remaining portion of 2000 are
estimated to be approximately $1.3 million.

         Total distributions paid in October 2000 amounted to approximately
$141.5 million, which included distributions declared for the quarter ended
September 30, 2000.

         The Operating Partnership expects to meet its short-term liquidity
requirements, including capital expenditures related to maintaining its existing
Properties and certain scheduled unsecured note and mortgage note repayments,
generally through its working capital, net cash provided by operating activities
and borrowings under its lines of credit. The Operating Partnership considers
its cash provided by operating activities to be adequate to meet operating
requirements and payments of distributions. The Operating Partnership also
expects to meet its long-term liquidity requirements, such as scheduled
unsecured note and mortgage debt maturities, property acquisitions, financing of
construction and development activities and capital improvements, through
undistributed FFO and proceeds received from the disposition of certain
Properties and/or through the issuance of unsecured notes and equity securities
including additional OP Units. In addition, the Operating Partnership has
certain uncollateralized Properties available for additional mortgage borrowings
in the event that the public capital markets are unavailable to the Operating
Partnership or the cost of alternative sources of capital to the Operating
Partnership is too high.

         The Operating Partnership has a revolving credit facility with Bank of
America Securities LLC and Chase Securities Inc. acting as joint lead arrangers
to provide the Operating Partnership with potential borrowings of up to $700
million. As of November 6, 2000, $250 million was outstanding under this
facility at a weighted average interest rate of 7.06%.

         In connection with the Globe Merger, the Company assumed a revolving
credit facility with Fifth Third Bank with potential borrowings of up to
$55.0 million. This line of credit matures on May 31, 2003. As of November 6,
2000, $42.2 million was outstanding under this facility at a weighted average
interest rate of 8.92%.

                                       31
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                                     PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

         In connection with the Wellsford Merger, the Operating Partnership
provided a $14.8 million credit enhancement with respect to certain tax-exempt
bonds issued to finance certain public improvements at a multifamily development
project. As of November 6, 2000, this enhancement was still in effect.

         Pursuant to the terms of a capital investment in Constellation Real
Technologies, LLC ("Constellation"), the Operating Partnership has a funding
commitment of $12.3 million as of September 30, 2000. Constellation's primary
objectives will be to serve as an incubator for real estate technology
companies and to provide a platform for pooling of its investor's purchasing
power. The Operating Partnership's current equity ownership interest in
Constellation is 9.999% as of November 6, 2000.

         Pursuant to the terms of a Stock Purchase Agreement with Wellsford Real
Properties, Inc. ("WRP Newco"), the Operating Partnership had agreed to purchase
up to 1,000,000 shares of WRP Newco Series A Preferred at $25.00 per share on a
standby basis over a three-year period ending on May 30, 2000. This agreement
was terminated on May 5, 2000, and, as such, the Operating Partnership has no
further obligations under this agreement.

         On May 5, 2000, the Operating Partnership acquired $25.0 million of
8.25% preferred securities of WRP Convertible Trust I, an affiliate of WRP
Newco. These preferred securities are indirectly convertible into WRP Newco
common shares under certain circumstances.

FUNDS FROM OPERATIONS

         Funds from Operations ("FFO") represents net income (loss) (computed in
accordance with accounting principles generally accepted in the United States
("GAAP")), excluding gains or losses from sales of property, plus depreciation
and amortization, and after adjustments for unconsolidated partnerships and
joint ventures. Adjustments for unconsolidated partnerships and joint ventures
will be calculated to reflect funds from operations on the same basis. This
definition of FFO is in accordance with the National Association of Real Estate
Investment Trust's ("NAREIT") recommended definition. NAREIT modified this
definition effective January 1, 2000. However, as a result of this modification,
no changes were required to the Operating Partnership's calculation of FFO for
either the current or prior periods presented.

         The Operating Partnership believes that FFO is helpful to investors as
a supplemental measure of the operating performance of a real estate company
because, along with cash flows from operating activities, financing activities
and investing activities, it provides investors an understanding of the ability
of the Operating Partnership to incur and service debt and to make capital
expenditures. FFO in and of itself does not represent cash generated from
operating activities in accordance with GAAP and therefore should not be
considered an alternative to net income as an indication of the Operating
Partnership's performance or to net cash flows from operating activities as
determined by GAAP as a measure of liquidity and is not necessarily indicative
of cash available to fund cash needs. The Operating Partnership's calculation of
FFO may differ from the methodology for calculating FFO utilized by other real
estate companies and may differ as a result of differences between the Operating
Partnership's and other real estate company's accounting policies for
replacement type items and, accordingly, may not be comparable to such other
real estate companies.

         FFO per OP Unit is presented giving affect to the Statement of
Financial Accounting Standards No. 128 "Earnings Per Share".

                                       32
<PAGE>

                        ERP OPERATING LIMITED PARTNERSHIP
                                     PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

         For the nine months ended September 30, 2000, FFO available to OP Units
increased by $84.9 million, or 18.8%, and FFO per OP Unit - diluted increased by
$0.39, or 11.7%, when compared to the nine months ended September 30, 1999.

         For the quarter ended September 30, 2000, FFO available to OP Units
increased by $31.0 million, or 19.9%, and FFO per OP Unit - diluted increased by
$0.14, or 12.4%, when compared to the quarter ended September 30, 1999.

         The following is a reconciliation of net income to FFO available to OP
Units for the nine months and quarters ended September 30, 2000 and 1999:

<TABLE>
<CAPTION>

                                                              NINE MONTHS ENDED                QUARTER ENDED
                                                                  SEPTEMBER 30,                SEPTEMBER 30,
                                                      -------------------------------     ----------------------------
                                                          2000             1999              2000             1999
                                                      ----------------------------------------------------------------
                                                            (AMOUNTS IN THOUSANDS, EXCEPT PER OP UNIT AMOUNTS)
<S>                                                   <C>               <C>               <C>               <C>
STATEMENTS OF FUNDS FROM OPERATIONS

Net income                                            $ 495,598         $ 307,661         $ 222,668         $ 102,931
Adjustments:
     Depreciation on real estate assets*                329,821           293,090           108,957            98,828
     Loss on early extinguishment of debt                   -                 451               -                 -
     Gain on disposition of properties, net            (205,121)          (64,315)         (117,469)          (18,508)
                                                      ---------         ---------         ---------         ---------
FFO                                                     620,298           536,887           214,156           183,251
Allocation to preference unit/interest holders          (83,597)          (85,118)          (27,943)          (28,007)
                                                      ---------         ---------         ---------         ---------
FFO available to OP Units                             $ 536,701         $ 451,769         $ 186,213         $ 155,244
                                                      =========         =========         =========         =========
FFO per OP Unit - basic                               $    3.78         $    3.38         $    1.30         $    1.15
                                                      =========         =========         =========         =========
FFO per OP Unit - diluted                             $    3.71         $    3.32         $    1.27         $    1.13
                                                      =========         =========         =========         =========
Weighted average OP Units outstanding - basic           141,817           133,490           143,732           134,993
                                                      =========         =========         =========         =========
</TABLE>

* INCLUDES $890 AND $710 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999,
RESPECTIVELY, AND $680 AND $159 FOR THE QUARTERS ENDED SEPTEMBER 30, 2000 AND
1999, RESPECTIVELY, RELATED TO THE OPERATING PARTNERSHIP'S SHARE OF DEPRECIATION
FROM UNCONSOLIDATED PROPERTIES. EXCLUDES $1,083 FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND $382 FOR THE QUARTER ENDED SEPTEMBER 30, 2000 RELATED TO
THE MINORITY INTERESTS' SHARE OF DEPRECIATION FROM PARTIALLY OWNED PROPERTIES.

                                       33
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         There have been no new or significant developments related to the legal
proceedings that were discussed in Part I, Item III of the Operating
Partnership's Form 10-K for the year ended December 31, 1999.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)      Exhibits:

12       Computation of Ratio of Earnings to Fixed Charges
27       Financial Data Schedule

(B)      Reports on Form 8-K:

None.

                                       34
<PAGE>

                                   SIGNATURES

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


                                 ERP OPERATING LIMITED PARTNERSHIP
                                 BY: EQUITY RESIDENTIAL PROPERTIES TRUST,
                                       ITS GENERAL PARTNER


Date: November 13, 2000           By: /s/           Bruce C. Strohm
      -----------------                   --------------------------------------
                                                   Bruce C. Strohm
                                      Executive Vice President, General Counsel
                                                   and Secretary


Date: November 13, 2000           By: /s/           Michael J. McHugh
     ------------------                   --------------------------------------
                                                   Michael J. McHugh
                                     Executive Vice President, Chief Accounting
                                                Officer and Treasurer

                                       35