~~FORM 10-Q~~

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~SEPTEMBER 30, 2005~~MARCH 31, 2006

o 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 Incorporation or Organization)		(I.R.S. Employer Identification No.)

Two North Riverside Plaza, Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

(312) 474-1300

~~(Registrant’s~~(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 ýx No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, ~~(as defined~~or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the ~~Act). Yes~~Exchange Act. Large accelerated filer ýx No Accelerated filer o

Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ýx

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

	September 30, 2005			December 31, 2004			March 31, 2006			December 31, 2005
ASSETS
Investment in real estate
Land	$	2,283,157		$	2,183,818		$	2,980,663		$	2,848,601
Depreciable property	12,670,716			12,350,900			13,339,890			13,336,636
Construction in progress (including land)	330,965			317,903			336,822			405,133
Investment in real estate	15,284,838			14,852,621			16,657,375			16,590,370
Accumulated depreciation	(2,805,552		)	(2,599,827		)	(2,908,508		)	(2,888,140		)
Investment in real estate, net	12,479,286			12,252,794			13,748,867			13,702,230

Cash and cash equivalents	306,933			83,505			86,777			88,828
Investments in unconsolidated entities	11,390			11,461			4,891			6,838
Rents receivable	940			1,681			1,364			789
Deposits – restricted	305,366			82,194
Escrow deposits – mortgage	36,389			35,800
Deposits — restricted							125,662			77,093
Escrow deposits — mortgage							32,234			35,225
Deferred financing costs, net	40,041			34,986			42,575			40,636
Goodwill, net	30,000			30,000			30,000			30,000
Other assets	101,484			112,854			108,537			117,306
Total assets	$	13,311,829		$	12,645,275		$	14,180,907		$	14,098,945

LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Mortgage notes payable	$	3,323,932		$	3,166,739		$	3,455,316		$	3,379,289
Notes, net	3,443,588			3,143,067			3,839,475			3,442,784
Lines of credit	—			150,000			145,000			769,000
Accounts payable and accrued expenses	124,908			87,422			105,108			108,855
Accrued interest payable	64,201			70,411			70,016			78,441
Rents received in advance and other liabilities	490,894			227,588			306,209			302,418
Security deposits	49,977			49,501			56,716			54,823
Distributions payable	143,572			142,437			145,116			145,812
Total liabilities	7,641,072			7,037,165			8,122,956			8,281,422

Commitments and contingencies
Minority Interests – Partially Owned Properties	10,716			9,557
Minority Interests — Partially Owned Properties							19,034			16,965

Partners’ capital:
Preference Units	504,741			636,216			503,106			504,096
Preference Interests	60,000			206,000			25,000			60,000
Junior Preference Units	184			184			184			184
General Partner	4,772,642			4,457,700			5,164,361			4,905,716
Limited Partners	340,037			319,841			358,626			345,034
Deferred compensation	—			(18		)
Accumulated other comprehensive loss	(17,563		)	(21,370		)	(12,360		)	(14,472		)
Total partners’ capital	5,660,041			5,598,553			6,038,917			5,800,558
Total liabilities and partners’ capital	$	13,311,829		$	12,645,275		$	14,180,907		$	14,098,945

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands except per OP Unit data)

(Unaudited)

	Nine Months Ended September 30,						Quarter Ended September 30,						Quarter Ended March 31,
	2005			2004			2005			2004			2006			2005
REVENUES
Rental income	$	1,453,829		$	1,316,790		$	501,776		$	454,128		$	518,492		$	441,392
Fee and asset management	8,456			9,268			2,630			2,436			2,487			2,572
Total revenues	1,462,285			1,326,058			504,406			456,564			520,979			443,964

EXPENSES
Property and maintenance	411,187			362,372			146,341			129,612			140,030			119,464
Real estate taxes and insurance	162,711			159,407			59,701			62,480			53,070			47,933
Property management	63,254			56,850			21,924			18,865			26,384			22,943
Fee and asset management	7,518			6,500			2,595			2,144			2,069			2,187
Depreciation	378,123			334,352			129,701			116,170			143,590			115,231
General and administrative	45,012			34,778			14,243			11,961			13,817			18,070

Total expenses	1,067,805			954,259			374,505			341,232			378,960			325,828

Operating income	394,480			371,799			129,901			115,332			142,019			118,136

Interest and other income	65,471			6,841			2,878			2,655			2,328			59,454
Interest:
Expense incurred, net	(281,762		)	(242,361		)	(97,997		)	(81,862		)	(110,292		)	(89,522		)
Amortization of deferred financing costs	(4,996		)	(4,583		)	(1,730		)	(1,781		)	(2,790		)	(1,676		)

Income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities, net gain on sales of unconsolidated entities and discontinued operations	173,193			131,696			33,052			34,344
Allocation to Minority Interests – Partially Owned Properties	672			1,107			(1,624		)	811
Income (loss) from investments in unconsolidated entities	(450		)	(7,468		)	(235		)	329
Income before allocation to Minority Interests, loss from investments in unconsolidated entities, net gain on sales of unconsolidated entities and land parcels and discontinued operations													31,265			86,392
Allocation to Minority Interests — Partially Owned Properties													(1,521		)	1,477
Loss from investments in unconsolidated entities													(230		)	(58		)
Net gain on sales of unconsolidated entities	124			4,407			—			2			329			124
Net gain on sales of land parcels													—			10,368
Income from continuing operations	173,539			129,742			31,193			35,486			29,843			98,303
Net gain on sales of discontinued operations	513,419			207,653			254,178			58,394			372,501			140,704
Discontinued operations, net	2,585			21,866			1,416			5,288			3,204			9,273
Net income	$	689,543		$	359,261		$	286,787		$	99,168		$	405,548		$	248,280

ALLOCATION OF NET INCOME:
Preference Units	$	39,004		$	40,671		$	12,961		$	13,346		$	10,095		$	13,025
Preference Interests	$	6,431		$	15,158		$	1,159		$	5,052		$	1,095		$	3,884
Junior Preference Units	$	11		$	67		$	4		$	5		$	4		$	4
Premium on redemption of Preference Units	$	4,316		$	—		$	4,316		$	—
Premium on redemption of Preference Interests	$	4,134		$	1,117		$	22		$	1,117		$	674		$	1,728

General Partner	$	592,587		$	281,025		$	250,247		$	74,163		$	367,720		$	214,014
Limited Partners	43,060			21,223			18,078			5,485			25,960			15,625
Net income available to OP Units	$	635,647		$	302,248		$	268,325		$	79,648		$	393,680		$	229,639

Earnings per OP Unit – basic:
Earnings per OP Unit — basic:
Net Income from continuing operations available to OP Units													$	0.06		$	0.26
Net income available to OP Units													$	1.27		$	0.75
Weighted average OP Units outstanding													309,334			305,391

Earnings per OP Unit — diluted:
Income from continuing operations available to OP Units	$	0.39		$	0.24		$	0.04		$	0.05		$	0.06		$	0.26
Net income available to OP Units	$	2.08		$	1.01		$	0.87		$	0.26		$	1.25		$	0.74
Weighted average OP Units outstanding	306,171			299,929			306,915			300,900			314,049			308,576

Earnings per OP Unit – diluted:
Income from continuing operations available to OP Units	$	0.39		$	0.24		$	0.04		$	0.05
Net income available to OP Units	$	2.05		$	1.00		$	0.86		$	0.26
Weighted average OP Units outstanding	310,211			302,739			311,564			304,028
Distributions declared per OP Unit outstanding	$	1.2975		$	1.2975		$	0.4325		$	0.4325		$	0.4425		$	0.4325

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(Amounts in thousands except per OP Unit data)

(Unaudited)

	Nine Months Ended September 30,					Quarter Ended September 30,					Quarter Ended March 31,
	2005		2004			2005		2004			2006		2005

Comprehensive income:

Net income	$	689,543	$	359,261		$	286,787	$	99,168		$	405,548	$	248,280
Other comprehensive income (loss) – derivative and other instruments:
Unrealized holding gains (losses) arising during the period	2,010		(5,394		)	13,684		(11,130		)
Equity in unrealized holding gains arising during the period –unconsolidated entities	—		3,667			—		—
Other comprehensive income — derivative and other instruments:
Unrealized holding gains arising during the period											1,523		3,168
Losses reclassified into earnings from other comprehensive income	1,797		1,494			629		524			589		582
Comprehensive income	$	693,350	$	359,028		$	301,100	$	88,562		$	407,660	$	252,030

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30,						Quarter Ended March 31,
	2005			2004			2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	689,543		$	359,261		$	405,548		$	248,280
Adjustments to reconcile net income to net cash provided by operating activities:
Allocation to Minority Interests – Partially Owned Properties	(672		)	(1,107		)
Allocation to Minority Interests — Partially Owned Properties							1,521			(1,477		)
Depreciation	391,151			367,882			146,771			129,068
Amortization of deferred financing costs	5,470			5,449			2,790			1,812
Amortization of discounts and premiums on debt	(1,677		)	(458		)	(1,894		)	(234		)
Amortization of deferred settlements on derivative instruments	761			769			244			236
(Income) from technology investments							—			(57,054		)
Loss from investments in unconsolidated entities	450			7,468			230			58
Income from technology investments	(57,054		)	—
Distributions from unconsolidated entities — return on capital							68			—
Net (gain) on sales of unconsolidated entities	(124		)	(4,407		)	(329		)	(124		)
Net (gain) on sales of land parcels							—			(10,368		)
Net (gain) on sales of discontinued operations	(513,419		)	(207,653		)	(372,501		)	(140,704		)
Debt extinguishments	10,977			108
Unrealized loss on derivative instruments	10			249
Loss on debt extinguishments							2,867			3,337
Compensation paid with Company Common Shares	26,799			12,791			6,294			9,935
Other operating activities, net	480			(1,445		)	791			—

Changes in assets and liabilities:
Decrease (increase) in rents receivable	762			(2,156		)
Decrease (increase) in deposits – restricted	12,319			(2,478		)
(Increase) in other assets	(1,468		)	(10,718		)
(Increase) decrease in rents receivable							(569		)	1,334
(Increase) decrease in deposits — restricted							(2,303		)	920
Decrease (increase) in other assets							3,233			(450		)
Increase in accounts payable and accrued expenses	29,462			35,244			4,627			5,973
(Decrease) increase in accrued interest payable	(6,146		)	7,323
(Decrease) increase in rents received in advance and other liabilities	(7,123		)	10,019
Increase in security deposits	452			2,050
(Decrease) in accrued interest payable							(8,580		)	(6,863		)
(Decrease) in rents received in advance and other liabilities							(29,290		)	(6,478		)
Increase (decrease) in security deposits							1,559			(290		)
Net cash provided by operating activities	580,953			578,191			161,077			176,911

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions	(871,477		)	(585,153		)
Investment in real estate – development/other	(131,460		)	(77,613		)
Investment in real estate — acquisitions							(444,901		)	(267,615		)
Investment in real estate — development/other							(34,831		)	(51,106		)
Improvements to real estate	(167,274		)	(150,491		)	(51,414		)	(38,274		)
Additions to non-real estate property	(12,447		)	(4,181		)	(1,620		)	(1,488		)
Interest capitalized for real estate under development	(9,105		)	(7,995		)	(4,016		)	(2,850		)
Interest capitalized for unconsolidated entities under development	—			(2,282		)
Proceeds from disposition of real estate, net	1,476,746			658,760			810,898			542,056
Proceeds from disposition of unconsolidated entities	124			7,453			333			124
Proceeds from technology and other investments	82,054			—
Proceeds from technology investments							—			57,054
Investments in unconsolidated entities	(1,377		)	(406,370		)	(1,010		)	(265		)
Distributions from unconsolidated entities	330			26,389
(Increase) decrease in deposits on real estate acquisitions, net	(235,491		)	53,682
(Increase) decrease in mortgage deposits	(564		)	947
Distributions from unconsolidated entities — return of capital							92			330
(Increase) in deposits on real estate acquisitions, net							(46,090		)	(103,888		)
Decrease (increase) in mortgage deposits							3,391			(841		)
Consolidation of previously Unconsolidated Properties:
Via acquisition (net of cash acquired)	(65		)	(49,183		)	—			(20		)
Via FIN 46 (cash consolidated)	—			3,628
Acquisition of Minority Interests – Partially Owned Properties	(1,712		)	(72		)
Via EITF 04-05 (cash consolidated)							1,436			—
Acquisition of Minority Interests — Partially Owned Properties							(1		)	(1,122		)
Other investing activities, net	67,200			16,802			2			—
Net cash provided by (used for) investing activities	195,482			(515,679		)
Net cash provided by investing activities							232,269			132,095

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30,						Quarter Ended March 31,
	2005			2004			2006			2005
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	$	(10,525	)	$	(7,648	)	$	(4,464	)	$	(178	)
Mortgage notes payable:
Proceeds	249,491			395,361			168,787			24,715
Lump sum payoffs	(351,492		)	(395,671		)	(141,183		)	(127,177		)
Scheduled principal repayments	(21,060		)	(18,955		)	(6,810		)	(7,078		)
Prepayment premiums/fees	(10,977		)	(445		)	(2,867		)	(3,337		)
Notes, net:
Proceeds	499,435			898,014			398,052			—
Lump sum payoffs	(190,000		)	(475,000		)
Scheduled principal repayments	(4,286		)	(4,286		)
Lines of credit:
Proceeds	3,573,300			1,209,500			1,884,500			416,000
Repayments	(3,723,300		)	(1,219,500		)	(2,508,500		)	(403,000		)
(Payments on) settlement of derivative instruments	(7,823		)	(7,346		)
Proceeds from settlement of derivative instruments							10,729			—
Proceeds from sale of OP Units	7,369			5,989			3,308			4,462
Proceeds from exercise of EQR options	34,610			44,113			22,155			10,352
OP Units repurchased and retired							(44,758		)	—
Redemption of Preference Interests	(146,000		)	—			(25,500		)	(66,000		)
Premium on redemption of Preference Interests	(322		)	—
Payment of offering costs	(26		)	(24		)	(16		)	(26		)
Contributions – Minority Interests – Partially Owned Properties	1,746			100
Contributions — Minority Interests — Partially Owned Properties							815			20
Distributions:
OP Units – General Partner	(371,373		)	(362,244		)
OP Units — General Partner							(127,911		)	(123,238		)
Preference Units	(39,118		)	(41,006		)	(11,150		)	(13,076		)
Preference Interests	(6,603		)	(15,158		)	(1,133		)	(3,962		)
Junior Preference Units	(11		)	(144		)	(4		)	(4		)
OP Units – Limited Partners	(26,926		)	(27,499		)
Minority Interests – Partially Owned Properties	(9,116		)	(25,249		)
OP Units — Limited Partners							(9,181		)	(8,878		)
Minority Interests — Partially Owned Properties							(266		)	(1,038		)
Net cash (used for) financing activities	(553,007		)	(47,098		)	(395,397		)	(301,443		)
Net increase in cash and cash equivalents	223,428			15,414
Net (decrease) increase in cash and cash equivalents							(2,051		)	7,563
Cash and cash equivalents, beginning of period	83,505			49,579			88,828			83,505
Cash and cash equivalents, end of period	$	306,933		$	64,993		$	86,777		$	91,068

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30,						Quarter Ended March 31,
	2005			2004			2006			2005

SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest	$	303,071		$	254,863		$	124,870		$	99,413
Valuation of OP Units issued – Other transactions	$	19,164		$	9,087
Cash paid during the period for income, franchise and excise taxes							$	899		$	1,855

Real estate acquisitions/dispositions:
Real estate acquisitions/dispositions/other:
Mortgage loans assumed	$	318,424		$	50,942		$	50,604		$	47,581

Valuation of OP Units issued	$	1,800		$	—		$	27,855		$	18,166

Mortgage loans (assumed) by purchaser	$	(35,031	)	$	(16,778	)	$	(14,205	)	$	—

Consolidation of previously Unconsolidated Properties – Via acquisition:
Consolidation of previously Unconsolidated Properties — Via acquisition:
Investment in real estate	$	(2,892	)	$	(960,331	)	$	—		$	(1,748	)

Mortgage loans assumed	$	2,012		$	274,818		$	—		$	1,084

Minority Interests – Partially Owned Properties	$	59		$	445

Minority Interests — Partially Owned Properties							$	—		$	20
Investments in unconsolidated entities	$	668		$	608,681		$	—		$	595

Net other liabilities recorded	$	88		$	27,204		$	—		$	29

Consolidation of previously Unconsolidated Properties – Via FIN 46:
Investment in real estate	$	—		$	(548,342	)
Consolidation of previously Unconsolidated Properties — Via EITF 04-05:
Investment in real estate, net							$	(24,637	)	$	—
Mortgage loans consolidated							$	22,545		$	—
Investments in unconsolidated entities							$	2,602		$	—
Net other liabilities recorded							$	926		$	—

Mortgage loans consolidated	$	—		$	294,722

Minority Interests – Partially Owned Properties	$	—		$	3,074

Investments in unconsolidated entities	$	—		$	234,984

Net other liabilities recorded	$	—		$	19,190

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

~~(Unaudited)~~1.

1. Business

ERP Operating Limited Partnership (“ERPOP”), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of Equity Residential (“EQR”). EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and is a fully integrated real estate company primarily engaged in the acquisition, development, ownership, management and operation of multifamily properties.

In addition, ERPOP may acquire or develop multifamily properties specifically to convert directly into condominiums as well as upgrade and sell existing properties as individual condominiums. ERPOP may also acquire land parcels to hold and/or sell based on market opportunities. EQR has elected to be taxed as a REIT.

EQR is the general partner of, and as of ~~September 30, 2005~~March 31, 2006 owned an approximate ~~93.3%~~93.5% ownership interest in, ERPOP. EQR is structured as an umbrella partnership REIT (“UPREIT”), under which all property ownership and business operations are conducted through ERPOP and its subsidiaries. As used herein, the term “Operating Partnership” includes ERPOP and those entities owned or controlled by it. As used herein, the term “Company” means EQR and the Operating Partnership.

As of ~~September 30, 2005,~~March 31, 2006, the Operating Partnership, directly or indirectly through investments in title holding entities, owned all or a portion of ~~922~~911 properties in 3231 states and the District of Columbia consisting of ~~195,575 units.~~192,240 units (table does not include various uncompleted development properties). The ownership breakdown includes:

	Properties	Units
Wholly Owned Properties	820	170,356
Partially Owned Properties:
Consolidated	45	7,366
Unconsolidated	45	10,846
Military Housing (Fee Managed)	1	3,672
	911	192,240

Properties

Units

Wholly Owned Properties

829

173,411

Partially Owned Properties (Consolidated)

36

6,134

Unconsolidated Properties

57

16,030

922

195,575

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior period financial statements in order to conform to the current year presentation. Operating results for the ~~nine months~~quarter ended ~~September 30, 2005~~March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2005.~~

2006.

The balance sheet at December 31, ~~2004~~2005 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

For further information, including definition of capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Operating Partnership’s annual report on Form 10-K for the year ended December 31, ~~2004.~~

82005.

~~Stock-Based Compensation~~Other

The Company ~~elected~~adopted SFAS No. 123(R), Share-Based Payment, as required effective January 1, 2006. SFAS No. 123(R) requires all companies to ~~account for its~~expense stock-based compensation ~~in accordance with~~(such as stock options), as well as making other revisions to SFAS No. ~~123 and its amendment (SFAS No. 148),~~ ~~Accounting for Stock Based Compensation~~,123. As the Company began expensing all stock-based compensation effective ~~in the first quarter of 2003, which resulted in compensation expense being recorded based on the fair value of the stock compensation granted.~~

~~The Company elected the “Prospective Method” which requires expensing of employee awards granted or modified after~~ January 1, ~~2003. Compensation expense under all~~2003, the adoption of ~~the Company’s plans is generally recognized over periods ranging from three months to five years.~~

SFAS No. 123(R) did not have a material effect on its consolidated statements of operations or financial position.

Any Common Shares issued pursuant to EQR’s incentive equity compensation and employee share purchase plans will result in the Operating Partnership issuing units of limited partnership interest (“OP Units”) to EQR on a one-for-one basis, with the Operating Partnership receiving the net cash proceeds of such issuances.

The Company will adopt SFAS No. 123(R), Share-Based Payment, as required effective January 1, 2006. SFAS No. 123(R) will require all companies to expense stock-based compensation (such as stock options), as well as making other revisions to SFAS No. 123. As the Company began expensing all stock-based compensation effective January 1, 2003, it does not anticipate that the adoption of SFAS No. 123(R) will have a material effect on its consolidated statements of operations or financial position.

The cost related to stock-based employee compensation included in the determination of net income for the nine months and quarter ended September 30, 2005 is equal to that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. The cost related to stock-based employee compensation included in the determination of net income for the nine months and quarter ended September 30, 2004 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. The following table illustrates the effect on net income and earnings per OP Unit if the fair value based method had been applied to all outstanding and unvested awards for the nine months and quarter ended September 30, 2004 (amounts in thousands except per OP Unit amounts):

Nine Months Ended

Quarter Ended

September 30, 2004

September 30, 2004

Net income available to OP Units – as reported

$
302,248

$
79,648

Add: Stock-based employee compensation expense included in reported net income:

EQR’s restricted/performance shares

9,399

3,144

EQR’s share options

2,266

718

EQR’s ESPP discount

1,126

188

Deduct: Stock-based employee compensation expense determined under fair value based method for all awards:

EQR’s restricted/performance shares

(9,399
)
(3,144
)
EQR’s share options

(4,207
)
(1,200
)
EQR’s ESPP discount

(1,126
)
(188
)
Net income available to OP Units – pro forma

$
300,307

$
79,166

Earnings per OP Unit:

Basic – as reported

$
1.01

$
0.26

Basic – pro forma

$
1.00

$
0.26

Diluted – as reported

$
1.00

$
0.26

Diluted – pro forma

$
0.99

$
0.26

~~Other~~

~~The Operating Partnership~~ ~~adopted FASB Interpretation (“FIN”) No. 46,~~ ~~Consolidation of Variable Interest Entities,~~ as required, effective March 31, 2004. The adoption required the consolidation of all previously unconsolidated development projects. FIN No. 46 requires the Operating Partnership to consolidate the assets, liabilities and results of operations of the activities of a variable interest entity, which for the Operating Partnership includes only its development partnerships, if the Operating Partnership is entitled to receive a majority of the entity’s residual returns and/or is subject to a majority of the risk of loss from such entity’s activities. Due to the March 31, 2004 effective date, the Operating Partnership has only consolidated the results of operations beginning April 1, 2004. The adoption of FIN No. 46 did not have any effect on net income as the aggregate results of operations of these development properties were previously included in income (loss) from investments in unconsolidated entities.

The Operating Partnership adopted the disclosure provisions of SFAS No. 150 and FSP No. FAS 150-3, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, effective December 31, 2003. SFAS No. 150 and FSP No. FAS 150-3 require the Operating Partnership to make certain disclosures regarding noncontrolling interests that are classified as equity in the financial statements of a subsidiary but would be classified as a liability in the parent’s financial statements under SFAS No. 150 (e.g., minority interests in consolidated limited-life subsidiaries). The Operating Partnership is presently the controlling partner in various consolidated partnerships consisting of 3645 properties and ~~6,134~~7,366 units and various uncompleted development properties having a minority interest book value of ~~$10.7~~$19.0 million at ~~September 30, 2005.~~March 31, 2006. Some of these partnerships contain provisions that require the partnerships to be liquidated through the sale of its assets upon reaching a date specified in each respective partnership agreement. The Operating Partnership, as controlling partner, has an obligation to cause the property owning partnerships to distribute proceeds of liquidation to the Minority Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of its assets warrant a distribution based on the partnership agreements. As of ~~September 30, 2005,~~March 31, 2006, the Operating Partnership estimates the value of Minority Interest distributions would have been approximately ~~$75.9~~$87.1 million (“Settlement Value”) had the partnerships been liquidated. This Settlement Value is based on estimated third party consideration realized by the partnerships upon disposition of the Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on ~~September 30, 2005~~March 31, 2006 had those mortgages been prepaid. Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Minority Interests in the Operating Partnership’s Partially Owned Properties is subject to change. To the extent that the partnerships’ underlying assets are worth less than the underlying liabilities, the Operating Partnership has no obligation to remit any consideration to the Minority Interests in Partially Owned Properties.

In June 2005, the FASB ratified the consensus in EITF Issue No. ~~04-5,~~04-05, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (“Issue ~~04-5”~~04-05”), which provides guidance in determining whether a general partner controls a limited partnership. Issue ~~04-5~~04-05 states that the general partner in a limited partnership is presumed to control that limited partnership. The presumption may be overcome if the limited partners have either (1) the substantive ability to dissolve the limited partnership or otherwise remove the general partner without cause or (2) substantive participating rights, which provide the limited partners with the ability to effectively participate in significant decisions that would be expected to be made in the ordinary course of the limited partnership’s business and thereby preclude the general partner from exercising unilateral control over the partnership. ~~If the criteria in Issue 04-5 are met, the Operating Partnership could be required to consolidate certain of its existing Unconsolidated Properties.~~ The adoption of Issue ~~04-5~~04-05 by the Operating Partnership iswas required for new or modified limited partnership arrangements effective June 30, 2005 and existing limited partnership arrangements effective January 1, 2006. Effective January 1, 2006, the Operating Partnership consolidated its Lexford syndicated portfolio consisting of 20 separate partnerships (10 properties) containing 1,272 units. The adoption isdid not ~~expected to~~ have a material effect on the results of operations or financial ~~position nor is it expected to have any effect on net equity or net income as~~position. See Note 4 for further discussion of the ~~aggregate results~~adoption of ~~any Unconsolidated~~EITF Issue No. 04-05.

~~Properties required to be consolidated are already included in investments in unconsolidated entities and income (loss) from investments in unconsolidated entities, respectively.~~

3. Partners’ Capital

The following table presentstables present the changes in the Operating Partnership’s issued and outstanding OP Units and the limited partners’ OP Units for the nine monthsquarter ended September 30, 2005:March 31, 2006:

	2005
				2006
OP Units outstanding at January 1,	305,629,855			309,960,589

Issued to General Partner:
Issued to General Partner:
Conversion of Series E Preference Units	286,005			41,816
Conversion of Series H Preference Units	2,893			2,895
Conversion of Series H Preference Interests				287,052
Employee Share Purchase Plan	258,379			93,375
Exercise of EQR options	1,437,668			836,499
Restricted EQR share grants, net	531,767			653,072

Issued to Limited Partners:
Issuance – Other transactions	570,812
Issuance – Acquisitions	55,197
OP Units outstanding at September 30,	308,772,576
Issuance — Acquisitions				661,962

OP Units Other:
Repurchased and retired				(1,019,800		)
OP Units outstanding at March 31,				311,517,460
	2005
				2006
Limited Partner OP Units outstanding at January 1,	20,552,940			20,424,245

Limited Partner OP Units Issued:
Other transactions	570,812
Limited Partner OP Units Issued:
Acquisitions	55,197			661,962
Conversion of Limited Partner OP Units to EQR Common Shares	(572,137		)	(812,973		)
Limited Partner OP Units Outstanding at September 30,	20,606,812
Limited Partner OP Units Outstanding at March 31,				20,273,234
Limited Partner OP Units Ownership Interest in Operating Partnership	6.7		%	6.5		%

Limited Partner OP Units Issued:
Other transactions – per unit	$	33.57
Other transactions – valuation	$	19.2 million
Acquisitions – per unit	$	32.61
Acquisitions – valuation	$	1.8 million
Limited Partner OP Units Issued:
Acquisitions — per unit				$	42.08
Acquisitions — valuation				$	27.9 million

During the quarter ended March 31, 2006, the Company repurchased 1,019,800 of its Common Shares on the open market at an average price of $43.89 per share. The ~~limited partners~~Company paid approximately $44.8 million for these shares, which were retired subsequent to the repurchase. Concurrent with this transaction, the Operating Partnership repurchased and retired 1,019,800 OP Units previously issued to EQR.

The Limited Partners of the Operating Partnership as of ~~September 30, 2005~~March 31, 2006 include various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units. Subject to certain restrictions, the Limited Partners may exchange their OP Units for EQR Common Shares on a one-for-one basis.

EQR contributes all net proceeds from its various equity offerings (including proceeds from exercise of options for EQR Common Shares) to the Operating Partnership. In return for those contributions, EQR receives a number of OP Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in ERPOP equal in number and having the same terms as the preferred shares issued in the equity offering).

The following table presents the Operating Partnership’s issued and outstanding ~~Preference Units~~“Preference Units” as of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004:~~2005:

			Annual		Amounts in thousands
	Redemption Date (1) (2)	Conversion Rate (2)	Dividend per Unit (3)		March 31, 2006		December 31, 2005
Preference Units:

9 1/8% Series C Cumulative Redeemable Preference Units; liquidation value $250 per unit; 460,000 units issued and outstanding at March 31, 2006 and December 31, 2005 (4)	9/9/06	N/A	$	22.8125	$	115,000	$	115,000

8.60% Series D Cumulative Redeemable Preference Units; liquidation value $250 per unit; 700,000 units issued and outstanding at March 31, 2006 and December 31, 2005 (4)	7/15/07	N/A	$	21.50	175,000		175,000

7.00% Series E Cumulative Convertible Preference Units; liquidation value $25 per unit; 491,516 and 529,096 units issued and outstanding at March 31, 2006 and December 31, 2005, respectively	11/1/98	1.1128	$	1.75	12,288		13,228

7.00% Series H Cumulative Convertible Preference Units; liquidation value $25 per unit; 32,734 and 34,734 units issued andoutstanding at March 31, 2006 and December 31, 2005, respectively	6/30/98	1.4480	$	1.75	818		868

8.29% Series K Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,000,000 units issued and outstanding at March 31, 2006 and December 31, 2005	12/10/26	N/A	$	4.145	50,000		50,000

6.48% Series N Cumulative Redeemable Preference Units; liquidation value $250 per unit; 600,000 units issued and outstanding at March 31, 2006 and December 31, 2005 (4)	6/19/08	N/A	$	16.20	150,000		150,000

					$	503,106	$	504,096

(1) On or after the redemption date, redeemable preference units (Series C, D, K and N) may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding EQR Preferred Shares.

Annual

Dividend

Amounts in thousands

Redemption
Date (1) (2)

Conversion
Rate (2)

Rate per
Unit (3)

September
30, 2005

December
31, 2004

Preference Units

9 1/8% Series B Cumulative Redeemable Preference Units; liquidation value $250 per unit; 0 and 500,000 units issued and outstanding at September 30, 2005 and December 31, 2004, respectively

10/15/05

N/A

(5)
$
—

$
125,000

9 1/8% Series C Cumulative Redeemable Preference Units; liquidation value $250 per unit; 460,000 units issued and outstanding at September 30, 2005 and December 31, 2004 (4)

9/9/06

N/A

$
22.81252

115,000

115,000

8.60% Series D Cumulative Redeemable Preference Units; liquidation value $250 per unit; 700,000 units issued and outstanding at September 30, 2005 and December 31, 2004 (4)

7/15/07

N/A

$
21.50

175,000

175,000

7.00% Series E Cumulative Convertible Preference Units; liquidation value $25 per unit; 554,696 and 811,724 units issued and outstanding at September 30, 2005 and December 31, 2004, respectively

11/1/98

1.1128

$
1.75

13,868

20,293

7.00% Series H Cumulative Convertible Preference Units; liquidation value $25 per unit; 34,934 and 36,934 units issued and outstanding at September 30, 2005 and December 31, 2004, respectively

6/30/98

1.4480

$
1.75

873

923

8.29% Series K Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,000,000 units issued and outstanding at September 30, 2005 and December 31, 2004

12/10/26

N/A

$
4.145

50,000

50,000

6.48% Series N Cumulative Redeemable Preference Units; liquidation value $250 per unit; 600,000 units issued and outstanding at September 30, 2005 and December 31, 2004 (4)

6/19/08

N/A

$
16.20

150,000

150,000

$
504,741

$
636,216

(2) On or after the redemption date, convertible preference units (Series E & H) may be redeemed under certain circumstances at the option of the Operating Partnership for cash (in the case of Series E) or OP Units (in the case of Series H), in whole or in part, at various redemption prices per unit based upon the contractual conversion rate, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption/conversion of the corresponding EQR Preferred Shares.

~~(1)~~	On or after the redemption date, redeemable preference units (Series C, D, K and N) may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding EQR Preferred Shares.

~~(2)~~	On or after the redemption date, convertible preference units (Series E & H) may be redeemed under certain circumstances at the option of the Operating Partnership for cash (in the case of Series E) or OP Units (in the case of Series H), in whole or in part, at various redemption prices per unit based upon the contractual rate, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption/conversion of the corresponding EQR Preferred Shares.

~~(3)~~	Dividends on all series of Preference Units are payable quarterly at various pay dates. Dividend rates listed for Series C, D and N are Preference Unit rates and the equivalent depositary unit annual dividend rates are $2.281252, $2.15 and $1.62, respectively.

~~(4)~~	(3) Dividends on all series of Preference Units are payable quarterly at various pay dates. Dividends listed for Series C, D and N are Preference Unit rates and the equivalent Depositary Unit annual dividends are $2.28125, $2.15 and $1.62 per unit, respectively. (4)Series C, D and N Preference Units each have a corresponding depositary unit that consists of ten times the number of units and one-tenth the liquidation value and dividend ~~rate~~ per unit.

~~(5)~~	On September 14, 2005, the Company issued an irrevocable notice to redeem for cash on October 17, 2005 all 500,000 shares of its Series B Preferred Shares. The Operating Partnership elected to redeem for cash

its corresponding Series B Preference Units. The liquidation value of $125.0 million was included as a separate component of rents received in advance and other liabilities in the accompanying consolidated balance sheets at September 30, 2005. Additionally, the Operating Partnership recorded the write-off of approximately $4.3 million in original issuance costs as a premium on redemption of Preference Units in the accompanying consolidated statements of operations.

The following table presents the issued and outstanding Preference Interests as of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004:~~2005:

Annual

Dividend

Amounts in thousands

Redemption
Date (1) (2)

Conversion
Rate (2)

Rate per
Unit (3)

September
30, 2005

December
31, 2004

Preference Interests:

8.50% Series B Cumulative Redeemable Preference Units; liquidation value $50 per unit; 0 and 1,100,000 units issued and outstanding at September 30, 2005 and December 31, 2004, respectively

03/03/05

N/A

(4)
$
—

$
55,000

8.50% Series C Cumulative Redeemable Preference Units; liquidation value $50 per unit; 0 and 220,000 units issued and outstanding at September 30, 2005 and December 31, 2004, respectively

03/23/05

N/A

(4)
—

11,000

8.375% Series D Cumulative Redeemable Preference Units; liquidation value $50 per unit; 0 and 420,000 units issued and outstanding at September 30, 2005 and December 31, 2004, respectively

05/01/05

N/A

(4)
—

21,000

8.50% Series E Cumulative Redeemable Preference Units; liquidation value $50 per unit; 0 and 1,000,000 units issued and outstanding at September 30, 2005 and December 31, 2004, respectively

08/11/05

N/A

(4)
—

50,000

8.375% Series F Cumulative Redeemable Preference Units; liquidation value $50 per unit; 0 and 180,000 units issued and outstanding at September 30, 2005 and December 31, 2004, respectively

05/01/05

N/A

(4)
—

9,000

7.875% Series G Cumulative Redeemable Preference Units; liquidation value $50 per unit; 510,000 units issued and outstanding at September 30, 2005 and December 31, 2004

03/21/06

N/A

$
3.9375

25,500

25,500

7.625% Series H Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 190,000 units issued and outstanding at September 30, 2005 and December 31, 2004

03/23/06

1.5108

$
3.8125

9,500

9,500

7.625% Series I Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 270,000 units issued and outstanding at September 30, 2005 and December 31, 2004

06/22/06

1.4542

$
3.8125

13,500

13,500

7.625% Series J Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 230,000 units issued and outstanding at September 30, 2005 and December 31, 2004

12/14/06

1.4108

$
3.8125

11,500

11,500

$
60,000

$
206,000

			Annual			Amounts in thousands
	Redemption Date (1) (2)	Conversion Rate (2)	Dividend per Unit (3)			March 31, 2006		December 31, 2005
Preference Interests:

7.875% Series G Cumulative Redeemable Preference Units; liquidationvalue $50 per unit; 0 and 510,000 units issued and outstanding at March 31, 2006 and December 31, 2005, respectively	03/21/06	N/A			(4)	$	—	$	25,500

7.625% Series H Cumulative Convertible Redeemable Preference Units;liquidation value $50 per unit; 0 and 190,000 units issued and outstanding at March 31, 2006 and December 31, 2005, respectively	03/23/06	1.5108			(5)	—		9,500

7.625% Series I Cumulative Convertible Redeemable Preference Units;liquidation value $50 per unit; 270,000 units issued and outstanding atMarch 31, 2006 and December 31, 2005	06/22/06	1.4542	$	3.8125		13,500		13,500

7.625% Series J Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 230,000 units issued and outstanding at March 31, 2006 and December 31, 2005	12/14/06	1.4108	$	3.8125		11,500		11,500
						$	25,000	$	60,000

~~(1)~~

On or after the fifth anniversary of the respective issuance (the “Redemption Date”), all of the Preference Interests may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at any time or from time to time, at a redemption price equal to the liquidation preference of $50.00 per unit plus the cumulative amount of accrued and unpaid distributions, if any.

~~(2)~~

(1) On or after the fifth anniversary of the respective issuance (the “Redemption Date”), all of the Preference Interests may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at any time or from time to time, at a redemption price equal to the liquidation preference of $50.00 per unit plus the cumulative amount of accrued and unpaid distributions, if any.

(2)On or after the tenth anniversary of the respective issuance (the “Conversion Date”), all of the Preference Interests are exchangeable at the option of the holder (in whole but not in part) on a one-for-one basis for a respective reserved series of EQR Preferred Shares. In addition, on or after the Conversion Date, the convertible Preference Interests (Series I & J) may be converted under certain circumstances at the option of the holder (in whole but not in part) to EQR Common Shares based upon the contractual conversion rate, plus accrued and unpaid distributions, if any. Prior to the Conversion Date, the convertible Preference Interests (Series I & J) may be converted under certain circumstances at the option of the holder (in whole but not in part) to EQR Common Shares based upon the contractual conversion rate, plus accrued and unpaid distributions, if any, if the issuer has called the series for redemption (the “Accelerated Conversion Right”).

(3) Dividends on all series of Preference Interests are payable quarterly on March 25th, June 25th, September 25th and December 25th of each year.

(4) On February 10, 2006, the Operating Partnership issued an irrevocable notice to redeem for cash on March 21, 2006 all 510,000 units of its 7.875% Series G Preference Interests with a liquidation value of $25.5 million. The Operating Partnership recorded approximately $0.7 million as premiums on redemption of Preference Interests in the accompanying consolidated statements of operations.

(5) On February 10, 2006, the Operating Partnership issued an irrevocable notice to redeem for cash on March 23, 2006 all 190,000 units of its 7.625% Series H Preference Interests with a liquidation value of $9.5 million. This notice triggered the holders’ Accelerated Conversion Right, which they exercised. As a result, effective March 23, 2006, the 190,000 units were converted to 287,052 EQR Common Shares. ~~In addition, on or after the Conversion Date, the convertible Preference Interests (Series H, I & J) may be converted under~~

	~~certain circumstances at the option of the holder (in whole but not in part) to Common Shares based upon the contractual conversion rate, plus accrued and unpaid distributions, if any.~~

~~(3)~~	~~Dividends on all series of Preference Interests are payable quarterly on March 25~~^th~~, June 25~~^th~~, September 25~~^th~~and December 25~~^th~~of each year.~~

~~(4)~~	During the nine months ended September 30, 2005, the Operating Partnership redeemed or repurchased for cash all of its Series B through F Preference Interests with a liquidation value of $146.0 million. The Operating Partnership recorded approximately $4.1 million as premiums on redemption of Preference Interests in the accompanying consolidated statements of operations, which included $3.8 million in original issuance costs and $0.3 million in cash redemption charges.

The following table presents the Operating Partnership’s issued and outstanding Junior Convertible Preference Units (the “Junior Preference Units”) as of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004:~~2005:

Annual

Dividend

Amounts in thousands

Redemption Date

Conversion Rate

Rate per
Unit (1)

September
30, 2005

December
31, 2004

Junior Preference Units:

Series B Junior Convertible Preference Units; liquidation value $25 per unit; 7,367 units issued and outstanding at September 30, 2005 and December 31, 2004

(2)

(2)
$
2.00

$
184

$
184

$
184

$
184

			Annual		Amounts in thousands
	Redemption Date (2)	Conversion Rate (2)	Dividend per Unit (1)		March 31, 2006		December 31, 2005
Junior Preference Units:

Series B Junior Convertible Preference Units; liquidationvalue $25 per unit; 7,367 units issued and outstanding at March 31, 2006 and December 31, 2005	07/29/09	1.020408	$	2.00	$	184	$	184
					$	184	$	184

~~(1)~~

~~Dividends on the Junior Preference Units are payable quarterly at various pay dates.~~

~~(2)~~

(1) Dividends on the Junior Preference Units are payable quarterly at various pay dates.

(2)On or after the tenth anniversary of the issuance (the “Redemption Date”), the Series B Junior Preference Units may be converted into OP Units at the option of the Operating Partnership based on the contractual conversion rate. Prior to the Redemption Date, the holders may elect to convert the Series B Junior Preference Units to OP Units under certain circumstances based on the contractual conversion rate. The contractual rate is based upon a ratio dependent upon the closing price of EQR’s Common Shares.

4. Real Estate

During the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, the Operating Partnership acquired the entire equity interest in ~~twenty-six~~eleven properties containing ~~7,168~~2,779 units and ~~three~~two land parcels from unaffiliated parties for a total purchase price of ~~$1.2 billion.~~$520.8 million.

~~During the nine months ended September 30, 2005,~~As previously noted, the Operating Partnership ~~acquired additional ownership interests in twelve Partially Owned Properties, all~~adopted EITF Issue No. 04-05, as required for existing limited partnership arrangements, effective January 1, 2006. The adoption required the consolidation of ~~which remain partially owned. The acquisitions were funded using $20.3 million in cash and through~~ the ~~issuance~~Lexford syndicated portfolio consisting of ~~570,812 OP Units valued at $19.2 million, with $37.8 million recorded as additional building basis and $1.7 million recorded as a reduction of Minority Interests – Partially Owned Properties.~~20 separate partnerships (10 properties) containing 1,272 units. The Operating Partnership ~~also acquired~~recorded $24.6 million in investment in real estate and the ~~majority~~following:

·Consolidated $22.5 million in mortgage debt;

·Reduced investments in unconsolidated entities by $2.6 million;

·Consolidated $0.9 million of ~~the remaining third party equity interests it did not previously own in two properties, consisting~~other liabilities net of ~~120 units. The properties were previously accounted for under the equity method~~other assets acquired; and

·Consolidated $1.4 million of ~~accounting and subsequent to the purchase were consolidated.~~cash.

During the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, the Operating Partnership disposed of the following to unaffiliated parties ~~(including two land parcels and various individual condominium units)~~ (sales price in ~~millions)~~thousands):

	Properties	Units	Sales Price
Rental Properties	25	8,110	$	799,881
Condominium Units	2	171	35,015
	27	8,281	$	834,896

Properties

Units

Sales Price

Wholly Owned Properties

39

10,452

$
1,230.9

Partially Owned Properties (Consolidated)

5

1,349

310.6

44

11,801

$
1,541.5

The Operating Partnership recognized a net gain on sales of discontinued operations of approximately ~~$513.4~~$372.5 million ~~on the above sales~~ (amount is net of ~~$5.8~~$2.7 million of income taxes incurred on condominium sales –— see additional discussion in Note 13).

and a net gain on sales of unconsolidated entities of $0.3 million on the above sales.

5. Commitments to Acquire/Dispose of Real Estate

As of ~~November~~May 3, ~~2005,~~2006, in addition to the properties ~~there~~that were subsequently acquired as discussed in Note 16, the Operating Partnership had entered into separate agreements to acquire ~~five multifamily properties containing 1,750 units and two land parcels from unaffiliated parties. The Operating Partnership expects a combined purchase~~the following (purchase price ~~of approximately $333.4 million.~~in thousands):

	Properties/ Parcels	Units	Purchase Price
Operating Properties	6	1,233	$	277,010
Land Parcels	4	—	103,465
Total	10	1,233	$380,475

As of ~~November~~May 3, ~~2005,~~2006, in addition to the properties that were subsequently disposed of as discussed in Note 16, the Operating Partnership had entered into separate agreements (including option rights) to dispose of ~~eight multifamily properties containing 1,895~~the following (sales price in thousands):~~units to unaffiliated parties. The Operating Partnership expects a combined disposition price of approximately $222.4 million.~~

	Properties/ Parcels	Units	Sales Price
Operating Properties	12	2,329	$	222,210
Development Properties	1	278	116,000
Land Parcels	1	—	84,000
Total	14	2,607	$	422,210

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 paragraphs.

6. Investments in ~~Unconsolidated~~Partially Owned Entities

The Operating Partnership has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of ~~accounting.~~accounting (unconsolidated). The following table summarizes the Operating Partnership’s investments in ~~unconsolidated~~partially owned entities as of ~~September 30, 2005~~March 31, 2006 (amounts in thousands except for project and unit amounts):

Institutional
Joint
Ventures

Other

Totals

Total projects

45

11

56
(1)

Total units

10,846

1,451

12,297
(1)

Operating Partnership’s ownership percentage

25.0
%
10.7
%

Operating Partnership’s share of outstanding debt (2)

$
121,200

$
2,847

$
124,047

	Consolidated											Unconsolidated
	Lexford			FIN 46 / Development			Other			Total		Institutional Joint Ventures

Total projects	18			6		(2)	21			45		45

Total units	2,133			1,337		(2)	3,896			7,366		10,846

Operating Partnership’s ownership percentage	44.9		%	100.0		%	66.6		%			25.0		%

Operating Partnership’s share of outstanding debt (1)	$	15,764		$	229,317		$	200,168		$	445,249	$	121,200

~~(1)~~	Totals exclude Fort Lewis Military Housing consisting of one property and 3,733 units, which is not accounted for under the equity method of accounting but is included in the Operating Partnership’s property/unit counts as of September 30, 2005.

~~(2)~~	(1)All debt is non-recourse to the Operating Partnership.

(2) Amounts exclude various uncompleted development projects.

7. Deposits –— Restricted

The following table presents the deposits –— restricted as of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004~~2005 (amounts in thousands):

	September 30, 2005		December 31, 2004		March 31, 2006		December 31, 2005

Collateral enhancement for partially owned development loans	$	5,000	$	12,000
Tax-deferred (1031) exchange proceeds	217,766		—		$	58,247	$	853
Earnest money on pending acquisitions	27,992		3,267		3,816		15,120
Resident security, utility and other	54,608		66,927		63,599		61,120
Totals	$	305,366	$	82,194	$	125,662	$	77,093

8. Mortgage Notes Payable

As of ~~September 30, 2005,~~March 31, 2006, the Operating Partnership had outstanding mortgage indebtedness of approximately ~~$3.3~~$3.5 billion.

During the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, the Operating Partnership:

•· Repaid ~~$372.6~~$148.0 million of mortgage loans;

•· Assumed/consolidated ~~$320.4~~$73.1 million of mortgage debt on certain properties in connection with their acquisitions and/or consolidations;

•· Obtained ~~$249.5~~$168.8 million of new mortgage loans on certain properties; and

•· Was released from ~~$35.0~~ $14.2 million of mortgage debt assumed by the purchaser on one disposed ~~properties.~~

property.

As of ~~September 30, 2005,~~March 31, 2006, scheduled maturities for the Operating Partnership’s outstanding mortgage indebtedness were at various dates through February 1, 2041. At ~~September 30, 2005,~~March 31, 2006, the interest rate range on the Operating Partnership’s mortgage debt was ~~2.22%~~3.05% to 12.465%. During the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, the weighted average interest rate on the Operating Partnership’s mortgage debt was ~~5.65%.~~

5.74%

9. Notes

As of ~~September 30, 2005,~~March 31, 2006, the Operating Partnership had outstanding unsecured notes of approximately ~~$3.4~~$3.8 billion.

During the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, the Operating Partnership:

•· ~~Repaid $190.0 million of fixed rate public notes at maturity.~~

•Issued ~~$500.0~~$400.0 million of ten and one-half year ~~5.125%~~5.375% fixed rate public notes, receiving net proceeds of ~~$496.2~~$395.5 million.

As of ~~September 30, 2005,~~March 31, 2006, scheduled maturities for the Operating Partnership’s outstanding notes were at various dates through 2029. At ~~September 30, 2005,~~March 31, 2006, the interest rate range on the Operating Partnership’s notes was 4.75% to 7.625%. During the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, the weighted average interest rate on the Operating Partnership’s notes was ~~6.14%~~6.08%.

10. Lines of Credit

~~On April 1, 2005, the~~The Operating Partnership ~~obtained a new three-year $1.0 billion~~has an unsecured

revolving credit facility with potential borrowings of up to $1.0 billion maturing on May 29, ~~2008, and terminated the $700.0 million credit facility that was scheduled to expire in May 2005.~~2008. The Operating Partnership has the ability to increase available borrowings up to $500.0 million under certain circumstances. Advances under the ~~new~~ credit facility bear interest at variable rates based upon LIBOR at various interest periods plus a spread dependent upon the Operating Partnership’s credit rating or based on bids received from the lending group. EQR has guaranteed the Operating Partnership’s credit facility up to the maximum amount and for the full term of the facility.

On August 30, 2005, the Operating Partnership obtained a new one-year $600.0 million unsecured revolving credit facility maturing on August 29, 2006. Advances under ~~the new~~this facility ~~bear~~bore interest at variable rates based on LIBOR at various interest periods plus a spread dependent upon the Operating Partnership’s credit rating. EQR ~~has~~ guaranteed this credit facility up to the maximum amount and for its full term.

This credit facility was repaid in full and terminated on January 20, 2006.

As of ~~September 30, 2005, there were no~~March 31, 2006, $145.0 million was outstanding ~~borrowings~~ and ~~$47.3~~$64.5 million was restricted (dedicated to support letters of credit and not available for borrowing) on the revolving credit ~~facilities.~~facility. During the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, the weighted average interest rate under the credit ~~facilities~~facility was ~~3.52%~~4.81%.

11. Derivative Instruments

The following table summarizes the consolidated derivative instruments at ~~September 30, 2005~~March 31, 2006 (dollar amounts are in thousands):

Fair Value
Hedges (1)

Forward
Starting
Swaps (2)

Development
Cash Flow
Hedges (3)

Current Notional Balance

$
370,000

$
300,000

$
30,018

Lowest Possible Notional

$
370,000

$
300,000

$
18,568

Highest Possible Notional

$
370,000

$
300,000

$
65,739

Lowest Interest Rate

3.245
%
4.435
%
3.310
%
Highest Interest Rate

3.787
%
4.589
%
4.530
%
Earliest Maturity Date

2009

2016

2006

Latest Maturity Date

2009

2017

2007

Estimated Asset (Liability) Fair Value

$
(14,134
)
$
7,226

$
24

	Fair Value Hedges (1)			Development Cash Flow Hedges (2)
Current Notional Balance	$	370,000		$	19,417
Lowest Possible Notional	$	370,000		$	13,925
Highest Possible Notional	$	370,000		$	46,296
Lowest Interest Rate	3.245		%	4.530		%
Highest Interest Rate	3.787		%	4.530		%
Earliest Maturity Date	2009			2007
Latest Maturity Date	2009			2007
Estimated Asset (Liability) Fair Value	$	(18,908	)	$	177

(1) Fair Value Hedges –— Converts outstanding fixed rate debt to a floating interest rate.

(2) ~~Forward Starting Swaps – Designed to partially fix the interest rate in advance of a planned future debt issuance.~~

~~(3)~~ Development Cash Flow Hedges –— Converts outstanding floating rate debt to a fixed interest rate.

On ~~September 30, 2005,~~March 31, 2006, the net derivative instruments were reported at their fair value as other assets of approximately ~~$7.3~~$0.2 million and as other liabilities of approximately ~~$14.2~~$18.9 million. As of ~~September 30, 2005,~~March 31, 2006, there were approximately ~~$18.0~~$13.0 million in deferred losses, net, included in accumulated other comprehensive loss. Based on the estimated fair values of the net derivative instruments at ~~September 30, 2005,~~March 31, 2006, the Operating Partnership may recognize an estimated ~~$3.3~~$2.3 million of accumulated other comprehensive loss as additional interest expense during the twelve months ending ~~September 30, 2006.~~March 31, 2007.

~~During the nine months ended September 30, 2005,~~In January 2006, the Operating Partnership ~~paid~~received approximately ~~$7.8~~$10.7 million to terminate ~~eight~~six forward starting swaps in conjunction with the issuance of ~~$500.0~~$400.0 million of ten and one-half year unsecured notes. The ~~$7.8~~$10.7 million ~~cost~~ has been deferred as a component of accumulated other comprehensive loss and will be recognized as ~~additional~~a reduction of interest expense over the life of the unsecured notes.

12. Earnings Per OP Unit

The following tables set forth the computation of net income per OP Unit –— basic and net income per

OP Unit –— diluted (amounts in thousands except per OP Unit amounts):

	Nine Months Ended September 30,						Quarter Ended September 30,						Quarter Ended March 31,
	2005			2004			2005			2004			2006			2005
Numerator for net income per OP Unit – basic:
Numerator for net income per OP Unit — basic:
Income from continuing operations	$	173,539		$	129,742		$	31,193		$	35,486		$	29,843		$	98,303
Allocation to Preference Units	(39,004		)	(40,671		)	(12,961		)	(13,346		)	(10,095		)	(13,025		)
Allocation to Preference Interests	(6,431		)	(15,158		)	(1,159		)	(5,052		)	(1,095		)	(3,884		)
Allocation to Junior Preference Units	(11		)	(67		)	(4		)	(5		)	(4		)	(4		)
Allocation to premium on redemption of Preference Units	(4,316		)	—			(4,316		)	—
Allocation to premium on redemption of Preference Interests	(4,134		)	(1,117		)	(22		)	(1,117		)	(674		)	(1,728		)

Income from continuing operations available to OP Units	119,643			72,729			12,731			15,966			17,975			79,662
Net gain on sales of discontinued operations	513,419			207,653			254,178			58,394			372,501			140,704
Discontinued operations, net	2,585			21,866			1,416			5,288			3,204			9,273
Numerator for net income per OP Unit – basic	$	635,647		$	302,248		$	268,325		$	79,648

Numerator for net income per OP Unit – diluted:
Income from continuing operations	$	173,539		$	129,742		$	31,193		$	35,486
Numerator for net income per OP Unit — basic													$	393,680		$	229,639

Numerator for net income per OP Unit — diluted:
Income from continuing Operations													$	29,843		$	98,303
Allocation to Preference Units	(39,004		)	(40,671		)	(12,961		)	(13,346		)	(10,095		)	(13,025		)
Allocation to Preference Interests	(6,431		)	(15,158		)	(1,159		)	(5,052		)	(1,095		)	(3,884		)
Allocation to Junior Preference Units	(11		)	(67		)	(4		)	(5		)	(4		)	(4		)
Allocation to premium on redemption of Preference Units	(4,316		)	—			(4,316		)	—
Allocation to premium on redemption of Preference Interests	(4,134		)	(1,117		)	(22		)	(1,117		)	(674		)	(1,728		)

Income from continuing operations available to OP Units	119,643			72,729			12,731			15,966			17,975			79,662
Net gain on sales of discontinued operations	513,419			207,653			254,178			58,394			372,501			140,704
Discontinued operations, net	2,585			21,866			1,416			5,288			3,204			9,273
Numerator for net income per OP Unit – diluted	$	635,647		$	302,248		$	268,325		$	79,648

Denominator for net income per OP Unit – basic and diluted:
Denominator for net income per OP Unit – basic	306,171			299,929			306,915			300,900
Numerator for net income per OP Unit — diluted													$	393,680		$	229,639

Denominator for net income per OP Unit — basic and diluted:
Denominator for net income per OP Unit — basic													309,334			305,391
Effect of dilutive securities:
Dilution for OP Units issuable upon assumed exercise/vesting of EQR’s share options/restricted shares	4,040			2,810			4,649			3,128			4,715			3,185

Denominator for net income per OP Unit – diluted	310,211			302,739			311,564			304,028
Denominator for net income per OP Unit — diluted													314,049			308,576

Net income per OP Unit – basic	$	2.08		$	1.01		$	0.87		$	0.26
Net income per OP Unit — basic													$	1.27		$	0.75

Net income per OP Unit – diluted	$	2.05		$	1.00		$	0.86		$	0.26
Net income per OP Unit — diluted													$	1.25		$	0.74

Net income per OP Unit — basic:
Income from continuing operations available to OP Units													$	0.058		$	0.261
Net gain on sales of discontinued operations													1.204			0.461
Discontinued operations, net													0.010			0.030

Net income per OP Unit — basic													$	1.272		$	0.752

Net income per OP Unit — diluted:
Income from continuing operations available to OP Units													$	0.057		$	0.258
Net gain on sales of discontinued operations													1.186			0.456
Discontinued operations, net													0.010			0.030

Net income per OP Unit — diluted													$	1.253		$	0.744

Nine Months Ended
September 30,

Quarter Ended
September 30,

2005

2004

2005

2004

Net income per OP Unit – basic:

Income from continuing operations available to OP Units

$
0.391

$
0.242

$
0.041

$
0.053

Net gain on sales of discontinued operations

1.678

0.692

0.828

0.194

Discontinued operations, net

0.008

0.073

0.005

0.017

Net income per OP Unit – basic

$
2.077

$
1.007

$
0.874

$
0.264

Net income per OP Unit – diluted:

Income from continuing operations available to OP Units

$
0.386

$
0.240

$
0.041

$
0.053

Net gain on sales of discontinued operations

1.655

0.686

0.816

0.192

Discontinued operations, net

0.008

0.072

0.004

0.017

Net income per OP Unit – diluted

$
2.049

$
0.998

$
0.861

$
0.262

Convertible preference units/interests that could be converted into ~~1,807,587~~1,615,465 and ~~3,462,296~~1,871,194 weighted average Common Shares (which would be contributed to the Operating Partnership in exchange for OP Units) for the ~~nine months ended September 30, 2005 and 2004, respectively, and 1,720,246 and 3,298,945 weighted average Common Shares for the~~ quarters ended ~~September 30,~~March 31, 2006 and 2005, ~~and 2004,~~ respectively, were outstanding but were not included in the computation of diluted earnings per OP Unit because the effects would be anti-dilutive.

13. ~~Discontinued~~Discontinued Operations

The Operating Partnership has presented separately as discontinued operations in all periods the results of operations for all consolidated assets disposed of on or after January 1, 2002 (the date of adoption of SFAS No. 144).

and all operations related to condominium conversion properties effective upon their respective transfer into a TRS.

The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Operating Partnership owned such assets during the ~~nine months and~~ quarters ended ~~September 30,~~March 31, 2006 and 2005 ~~and 2004~~ (amounts in thousands).

Nine Months Ended
September 30,

Quarter Ended
September 30,

2005

2004

2005

2004

REVENUES

Rental income

$
59,432

$
131,939

$
12,026

$
39,796

Total revenues

59,432

131,939

12,026

39,796

EXPENSES (1)

Property and maintenance

25,380

49,077

5,219

14,993

Real estate taxes and insurance

8,758

15,710

1,486

4,851

Property management

338

374

135

182

Depreciation

13,028

33,530

2,182

9,951

Total expenses

47,504

98,691

9,022

29,977

Discontinued operating income

11,928

33,248

3,004

9,819

Interest and other income

210

142

64

43

Interest (2):

Expense incurred, net

(9,079
)
(10,658
)
(1,415
)
(4,258
)
Amortization of deferred financing costs

(474
)
(866
)
(237
)
(316
)

Discontinued operations, net

$
2,585

$
21,866

$
1,416

$
5,288

	Quarter Ended March 31,
	2006			2005
REVENUES
Rental income	$	16,268		$	53,789
Total revenues	16,268			53,789

EXPENSES (1)
Property and maintenance	7,492			17,825
Real estate taxes and insurance	2,747			8,384
Property management	90			118
Depreciation	3,181			13,837
General and administrative	226			96
Total expenses	13,736			40,260

Discontinued operating income	2,532			13,529

Interest and other income	1,004			56
Interest (2):
Expense incurred, net	(332		)	(4,176		)
Amortization of deferred financing costs				(136		)

Discontinued operations, net	$	3,204		$	9,273

(1)Includes expenses paid in the current period for properties sold in prior periods related to the Operating Partnership’s period of ownership.

~~(1)~~	~~Includes expenses paid in the current period for properties sold in prior periods related to the Operating Partnership’s period of ownership.~~
~~(2)~~	~~Includes only interest expense specific to secured mortgage notes payable for properties sold.~~

(2)Includes only interest expense specific to secured mortgage notes payable for properties sold.

For the properties sold during the quarter ended March 31, 2006 (excluding condominium conversion properties), the investment in real estate, net of accumulated depreciation, and the mortgage notes payable balances at December 31, 2005 were $422.5 million and $32.5 million, respectively.

The Operating Partnership generally is not liable for Federal income taxes as the partners recognize their proportionate share of the Operating Partnership’s income or loss in their tax returns; therefore no provision for Federal income taxes ishas been made inat the ~~consolidated financial statements of the Operating Partnership.~~ERPOP level. Due to the structure of the Company as a REIT and the nature of the operations of its operating properties, no provision for federal income taxes has been made at the EQR level. ~~The~~Historically, the Operating Partnership has generally only incurred certain state and local income, excise and franchise taxes.

The Operating Partnership has elected Taxable REIT Subsidiary (“TRS”) status for certain of its corporate subsidiaries, primarily those entities engaged in condominium conversion and sale activities. The Operating Partnership recognized ~~a provision~~provisions for income taxes of ~~$5.8~~$2.7 million and ~~$5.3~~$0.2 million for the ~~nine months~~quarters ended March 31, 2006 and ~~quarter ended September 30,~~ 2005, respectively. These amounts were classified as reductions of the net gain on sales of discontinued operations in the accompanying consolidated statements of operations. In addition, the aggregate results of operations (primarily net operating income) of the Operating Partnership’s condominium conversion properties are included in discontinued operations, net, in the accompanying consolidated statements of operations. ~~As of September 30, 2005, the~~

The net real estate basis of the Operating Partnership’s condominium conversion ~~activities,~~properties and land parcels owned by the TRS, which ~~was~~were included in investment in real estate, net in the consolidated balance sheets, was ~~$144.7 million.~~

~~For the properties sold during the nine months ended September 30, 2005 (excluding condominium conversion properties), the investment in real estate, net,~~$277.9 million and ~~the mortgage notes payable balances~~$276.8 million at March 31, 2006 and December 31, ~~2004 were $664.1 million and $107.6 million,~~2005, respectively.

14. Commitments and Contingencies

The Operating Partnership, as an owner of real estate, is subject to various Federal, state and local environmental laws. Compliance by the Operating Partnership with existing laws has not had a material adverse effect on the Operating Partnership. 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.

In August 2004, the Operating Partnership tried a class action lawsuit in Palm Beach County, Florida regarding certain charges made to residents who terminated their leases early or failed to provide sufficient notice of intent to vacate. In December 2004, the Court issued a Findings of Fact and Conclusions of Law holding those fees legally uncollectible under Florida law. In recognition of the Findings of Fact and Conclusions of Law, which awarded damages and interest to the class in the amount of approximately $1.6 million, the Operating Partnership established a reserve of approximately $1.6 million and correspondingly recorded this as a general and administrative expense in December 2004. Due to a pending appeal, the award is neither final nor enforceable. Accordingly, it is not possible to determine or predict the ultimate outcome of the case. While no assurances can be given, the Operating Partnership does not believe that this lawsuit, if the ultimate outcome is unfavorable, will have a material adverse effect on the Operating Partnership.

The Operating Partnership does not believe there is any ~~other~~ litigation pending or threatened against the Operating Partnership which, individually or in the aggregate, reasonably may be expected to have a material adverse effect on the Operating Partnership.

During the ~~year~~years ended December 31, 2005 and 2004, the Operating Partnership established a reserve and recorded a corresponding expense, net of $15.2 million for estimated uninsured property damage at certain of its properties primarily located in Florida caused by Hurricanes Charley, Frances, Ivan and Jeanne. The entire reserve had been spent for hurricane related repairs through September 30, 2005.

~~During the quarter ended September 30, 2005, the Operating Partnership established a reserve and recorded a corresponding expense of $6.2 million~~insurance receivables, for estimated uninsured property damage at certain of its properties caused by ~~Hurricane Katrina~~various hurricanes in each respective year. During the quarter ended March 31, 2006, the Operating Partnership received $4.0 million in insurance proceeds and ~~unrelated fire damage at three properties. Of this amount, approximately $0.7~~recorded an additional $2.9 million ~~had been spent for hurricane~~of receivables in anticipation of proceeds expected. As of March 31, 2006, a receivable of $10.0 million and ~~fire damage related repairs through September 30, 2005. The remaining $5.5~~reserve of $13.4 million ~~reserve is~~are included in other assets and rents received in advance and other liabilities, respectively, on the consolidated balance sheets.

~~Hurricane Wilma landed in South Florida during late October 2005 and has caused damages across the state affecting many of our properties.~~ As of ~~the date of this filing, we have yet to quantify the damages and/or amounts covered by insurance.~~

~~As of September 30, 2005,~~March 31, 2006, the Operating Partnership has ~~five~~six projects totaling ~~1,465~~1,711 units in various stages of development with estimated completion dates ranging through ~~March 31, 2007.~~June 30, 2008. The ~~three~~primary development agreements currently in place have the following key terms:

•· The first development partner has the right, at any time following completion of a project subject to the agreement, to stipulate a value for such project and offer to sell its interest in the project to the Operating Partnership based on such value. If the Operating Partnership chooses not to purchase the interest, itthe Operating Partnership must agree to a sale of the project to an unrelated third party at such value. The Operating Partnership’s partner must exercise this right as to all projects subject to the agreement within five years after the receipt of the final certificate of occupancy on the last developed property. In connection with this development agreement, the Operating Partnership has an obligation to provide up to $40.0 million in credit enhancements to guarantee a portion of the third party construction financing. As of ~~November 1, 2005,~~May 3, 2006, the Operating Partnership ~~had no~~did not have any amounts outstanding related to this credit enhancement. The Operating Partnership would be required to perform under this agreement only if there was a material default under a third party construction mortgage agreement. This agreement expires no later than December 31, 2018. Notwithstanding the termination of the agreement, the Operating Partnership shall have recourse against its development partner for any losses incurred.

•· The second development partner has the right, at any time following completion of a project subject to the agreement, to require the Operating Partnership to purchase the partners’ interest in that project

at a mutually agreeable price. If the Operating Partnership and the partner are unable to agree on a price, both parties will obtain appraisals. If the appraised values vary by more than 10%, both the Operating Partnership and its partner will agree on a third appraiser to determine which original appraisal is closest to its determination of value. The Operating Partnership may elect at that time not to purchase the property and instead, authorize its partner to sell the project at or above the agreed-upon value to an unrelated third party. Five years following the receipt of the final certificate of occupancy on the last developed property, the Operating Partnership must purchase, at the agreed-upon price, any projects remaining unsold.

•· The third development partner has the exclusive right for six months following stabilization, as defined, to market a subject project for sale. Thereafter, either the Operating Partnership or its development partner may market a subject project for sale. If the Operating Partnership’s development partner proposes the sale, the Operating Partnership may elect to purchase the project at the price proposed by its partner or defer the sale until two independent appraisers appraise the project. If the two appraised values vary by more than 5%, a third appraiser will be chosen to determine the fair market value of the property. Once a value has been determined, the Operating Partnership may elect to purchase the property or authorize its development partner to sell the project at the agreed-upon value.

TheIn addition, the Operating ~~Partnership’s guaranty~~Partnership has various deal-specific development agreements with partners, the overall terms of ~~a credit enhancement agreement with respect~~which are similar in nature to ~~certain tax-exempt bonds issued to finance certain public improvements at a multifamily development project was~~those described above.

~~terminated effective May 2, 2005 as the tax-exempt bonds were redeemed in full and the associated letter of credit was cancelled.~~

15. Reportable Segments

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by senior management. Senior management decides how resources are allocated and assesses performance on a monthly basis.

The Operating Partnership’s primary business 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 residents and includes Equity Corporate Housing (“ECH”). Senior management evaluates the performance of each of our apartment communities on an individual basis; however, each of our apartment communities has similar economic characteristics, residents, and products and services so they have been aggregated into one reportable segment. The Operating Partnership’s rental real estate segment comprises approximately ~~99.4%~~99.5% and ~~99.3%~~99.4% of total revenues from continuing operations for ~~the nine months ended September 30, 2005 and 2004, respectively, and approximately 99.5% of total revenues for both~~ the quarters ended ~~September 30,~~March 31, 2006 and 2005, ~~and 2004.~~respectively. The Operating Partnership’s rental real estate segment comprises approximately 99.8% of total assets at both ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004.~~2005.

The primary financial measure for the Operating Partnership’s rental real estate segment is net operating income (“NOI”), which represents rental income less: 1) property and maintenance expense; 2) real estate taxes and insurance expense; and 3) property management expense (as reflected in the accompanying consolidated statements of operations). The Operating Partnership believes that NOI is helpful to investors as a supplemental measure of the operating performance of a real estate company because it is a direct measure of the actual operating results of the Operating Partnership’s apartment communities. Current year NOI is compared to prior year NOI and current year budgeted NOI as a measure of financial performance. The following table presents the NOI from our rental real estate ~~from~~specific to continuing operations for the ~~nine months and~~ quarters ended ~~September 30,~~March 31, 2006 and 2005, ~~and 2004~~respectively (amounts in thousands):

	Nine Months Ended September 30,						Quarter Ended September 30,						Quarter Ended March 31,
	2005			2004			2005			2004			2006			2005
Rental income	$	1,453,829		$	1,316,790		$	501,776		$	454,128		$	518,492		$	441,392
Property and maintenance expense	(411,187		)	(362,372		)	(146,341		)	(129,612		)	(140,030		)	(119,464		)
Real estate taxes and insurance expense	(162,711		)	(159,407		)	(59,701		)	(62,480		)	(53,070		)	(47,933		)
Property management expense	(63,254		)	(56,850		)	(21,924		)	(18,865		)	(26,384		)	(22,943		)
Net operating income	$	816,677		$	738,161		$	273,810		$	243,171		$	299,008		$	251,052

The Operating Partnership’s fee and asset management activity is immaterial and does not meet the threshold requirements of a reportable segment as provided for in SFAS No. 131.

All revenues are from external customers and there is no customer who contributed 10% or more of the Operating Partnership’s total revenues during the ~~nine months~~quarters ended ~~September 30, 2005~~March 31, 2006 or ~~2004.~~

2005.

16. Subsequent Events/Other

Subsequent to ~~September 30, 2005~~March 31, 2006 and through ~~November 1, 2005,~~May 3, 2006, the Operating Partnership:

•· Acquired ~~three~~$47.9 million of apartment properties consisting of ~~516~~two properties and 315 units;

· Acquired for $29.6 million its partner’s interest in one development property containing 359 units, ~~including one land parcel, for approximately $88.2~~issuing 419,031 limited partner OP Units valued at $18.7 million and ~~assumed $16.6~~paying $10.9 million in ~~mortgage debt and obtained $6.8~~cash;

· Sold $64.5 million ~~in new~~

~~mortgage debt on two~~ of ~~those properties;~~

• ~~Disposed~~apartment properties consisting of two properties ~~consisting of 544~~and 688 units (excluding condominium units) and ~~two~~$0.9 million of land ~~parcels for approximately $111.2 million; and~~parcels;

•· ~~Repaid $48.0~~Assumed $12.0 million of mortgage ~~loans.~~

On November 3, 2005, the Operating Partnership closed on the acquisition of three high-rise apartment towers, known as Trump Place, located at 140, 160 and 180 Riverside Boulevard on the Upper West Side of Manhattan. The purchase price was $808.8 million and was financed through a combination of available unrestricted cash, tax-deferred (1031) exchange proceeds from property dispositions and the Operating Partnership’s revolving credit facilities. The properties contain 1,325 residential apartment units, approximately 40,000 square feet of retail space and 424 parking spaces.

~~During the nine months ended September 30, 2005, the Operating Partnership received proceeds from technology and other investments of $82.1 million from the following:~~

• ~~$25.0 million in full redemption of its 1,000,000 shares of 8.25% Convertible Trust Preferred Securities; and~~

• ~~$57.1 million for its ownership interest in Rent.com~~debt in connection with the acquisition of ~~Rent.com by eBay, Inc. The $57.1 million was recorded as interest~~one property; and ~~other income in the accompanying consolidated statements of operations.~~

On March 28, 2005, the Company and Bruce W. Duncan, the Company’s Chief Executive Officer (“CEO”), entered into an Amended and Restated Employment Agreement (as further amended effective June 30, 2005, the “Amendment”) to reflect changes required in view of Mr. Duncan’s planned retirement as CEO and trustee to be effective December 31, 2005. The Amendment also amended Mr. Duncan’s Deferred Compensation Agreement entered into in January 2003. The Company recorded approximately $7.5· Repaid $3.1 million of additional general and administrative expense during the nine months ended September 30, 2005, and expects to record approximately $2.3 million during the remainder of 2005, primarily related to accelerated vesting of share options and restricted/performance shares.

Effective February 28, 2005, the Company and Edward Geraghty, the President of the Company’s Eastern Division, entered into a Separation Agreement and General Release reflecting Mr. Geraghty’s resignation effective February 28, 2005. The Company recorded approximately $3.3 million of severance as additional general and administrative expense during the quarter ended March 31, 2005.

23mortgage loans.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

For further information including definitions for capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Operating Partnership’s annual report on Form 10-K for the year ended December 31, ~~2004.~~

2005.

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”, “estimates”, “expects”~~These statements are based on current expectations, estimates, projections and “anticipates” and other similar expressions that are predictions of or indicate future events and trends and which do not relate solely to historical matters identify forward-looking statements. Suchassumptions made by management. While the Operating Partnership’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to ~~risks~~uncertainties and ~~uncertainties,~~may involve certain risks, 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. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Forward-looking statements are not guarantees of future performance, results or events. The Operating Partnership assumes no obligation to update or supplement forward-looking statements because of subsequent events. Factors that might cause such differences include, but are not limited to the following:

· We intend to actively acquire and develop multifamily properties for rental operations and/or conversion into condominiums, as well as upgrade and sell existing properties as individual condominiums. We may underestimate the costs necessary to bring an acquired or condominium conversion property up to standards established for its intended market position or to otherwise develop a property. Additionally, we expect that other major real estate investors with significant capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development efforts. This competition may increase prices for multifamily properties or decrease the price at which we expect to sell individual condominiums. Upon conversion of properties to condominiums, we have increased our risk related to construction performed during the conversion. Condominium associations may assert that the construction performed was defective, resulting in litigation and/or settlement discussions. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. We also plan to develop more properties ourselves in addition to co-investing with our development partners for either the rental or condominium market, depending on opportunities in each sub-market. This may increase the overall level of risk associated with our developments. The total number of development units, cost of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation.

•	We intend to actively acquire and develop multifamily properties for rental operations and/or conversion into condominiums, as well as upgrade and sell existing properties as individual condominiums. We may underestimate the costs necessary to bring an acquired or condominium conversion property up to standards established for its intended market position or to otherwise develop a property. Additionally, we expect that other major real estate investors with significant capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development efforts. This competition may increase prices for multifamily properties or decrease the price at which we expect to sell individual condominiums. Upon conversion of properties to condominiums, we have increased our risk related to construction performed during the conversion. Condominium associations may assert that the construction performed was defective, resulting in litigation and/or settlement discussions. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. We also plan to develop more properties ourselves over the next few years in addition to co-investing with our development partners for either the rental or condominium market, depending on opportunities in each sub-market. This may increase the overall level of risk associated with our developments. The total number of development units, cost of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation.
•	~~Sources of capital to the Operating Partnership or labor and materials required for maintenance, repair, capital expenditure or development are more expensive than anticipated;~~
•	Occupancy levels and market rents may be adversely affected by national and local economic and market conditions including, without limitation, new construction of multifamily housing, slow employment growth, availability of low interest mortgages for single-family home buyers and the potential for geopolitical instability, all of which are beyond the Operating Partnership’s control; and
•	· Sources of capital to the Operating Partnership or labor and materials required for maintenance, repair, capital expenditure or development are more expensive than anticipated; · Occupancy levels and market rents may be adversely affected by national and local economic and market conditions including, without limitation, new construction of multifamily housing, slow employment growth, availability of low interest mortgages for single-family home buyers and the potential for geopolitical instability, all of which are beyond the Operating Partnership’s control; and ·Additional factors as discussed in Part I of the Annual Report on Form 10-K, particularly those under “Risk Factors”.

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. Forward-looking statements and

related uncertainties are also included in Notes 5 ~~11, 14~~ and 1611 to the Notes to Consolidated Financial Statements in this report.

Results of Operations

In conjunction with our business objectives and operating strategy, the Operating Partnership has continued to invest or recycle its capital investment in apartment communities located in strategically targeted markets during the ~~nine months~~quarter ended ~~September 30, 2005.~~March 31, 2006. In summary, ~~during the nine months ended September 30, 2005, we acquired twenty-six~~we:

· Acquired $506.6 million of apartment properties consisting of ~~7,168~~eleven properties and 2,779 units ~~for an aggregate purchase price~~and $14.2 million of ~~$1.1 billion and three~~ land parcels, ~~for $46.7 million,~~ all of which we deem to be in ~~high barrier to entry markets. The Operating Partnership sold 39~~our strategic targeted markets; and

· Sold $799.9 million of apartment properties consisting of ~~10,212~~25 properties and 8,110 units ~~for an aggregate sales price of $1.1 billion, 1,341~~as well as 171 condominium units for ~~$382.2 million, a 248-unit property in the process of being converted to condominiums for $45.9 million and two land parcels for $36.3 million during the nine months ended September 30, 2005.~~

$35.0 million.

The Operating Partnership’s primary financial measure for evaluating each of its apartment communities is net operating income (“NOI”). NOI represents rental income less property and maintenance expense, real estate tax and insurance expense, and property management expense. The Operating Partnership believes that NOI is helpful to investors as a supplemental measure of the operating performance of a real estate company because it is a direct measure of the actual operating results of the Operating Partnership’s apartment communities. ~~The Operating Partnership defines NOI as rental income less: 1) property and maintenance expense; 2) real estate taxes and insurance expense; and 3) property management expense.~~

Properties that the Operating Partnership owned for ~~all~~both of ~~both~~ the ~~nine month periods~~quarters ended ~~September 30,~~March 31, 2006 and March 31, 2005 ~~and 2004~~ (the ~~“Nine-Month 2005~~“First Quarter 2006 Same Store Properties”), which represented ~~158,005~~158,398 units, and properties that the Operating Partnership owned for all of both the quarters ended September 30, 2005 and 2004 (the “Third Quarter 2005 Same Store Properties”), which represented 165,673 units, also impacted the Operating Partnership’s results of ~~operations. Both the Nine-Month 2005 Same Store Properties~~operations and ~~Third Quarter 2005 Same Store Properties~~ are discussed in the following paragraphs.

The Operating Partnership’s acquisition, disposition, completed development and consolidation of previously unconsolidated property activities also impacted overall results of operations for the ~~nine months and~~ quarters ended ~~September 30, 2005~~March 31, 2006 and ~~2004.~~2005. The impacts of these activities are also discussed in greater detail in the following paragraphs.

Comparison of the ~~nine months~~quarter ended ~~September 30, 2005~~March 31, 2006 to the ~~nine months~~quarter ended ~~September 30, 2004~~March 31, 2005

For the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, income ~~before allocation to Minority Interests, income (loss)~~ from ~~investments in unconsolidated entities, net gain on sales of unconsolidated entities and discontinued~~continuing operations ~~increased~~decreased by approximately ~~$41.5~~$68.5 million when compared to the ~~nine months~~quarter ended ~~September 30, 2004.~~March 31, 2005. This decrease is primarily attributable to approximately $57.1 million of other income recognized in 2005 related to eBay, Inc’s acquisition of the Operating Partnership’s interest in Rent.com.

~~Nine-Month 2005~~Revenues from the First Quarter 2006 Same Store Properties ~~revenues~~ increased $25.3 million primarily as a result of higher rental rates charged to residents, increased occupancy and lower concessions. ~~Nine-Month 2005~~Expenses from the First Quarter 2006 Same Store Properties ~~expenses~~ increased $9.7 million primarily due to higher ~~payroll, utility costs, maintenance costs~~utilities, insurance and real estate taxes. The following tables provide comparative revenue, expense, NOI and ~~weighted average occupancy~~occupancy/turnover statistics for the ~~Nine-Month 2005~~First Quarter 2006 Same Store Properties:

~~YTD September 2005 vs. YTD September 2004~~
~~YTD over YTD Same-Store Results~~

~~$ in Millions – 158,005 Same-Store Units~~

First Quarter 2006 vs. First Quarter 2005 Quarter over Quarter Same-Store Results										First Quarter 2006 vs. First Quarter 2005 Quarter over Quarter Same-Store Results

$ in Millions — 158,398 Same-Store Units										$ in Millions — 158,398 Same-Store Units

Description	Revenues			Expenses			NOI				Revenues			Expenses			NOI

YTD 2005	$	1,240.3		$	512.9		$	727.4
YTD 2004	$	1,201.5		$	485.8		$	715.7
Q1 2006											$	444.9		$	180.5		$	264.4
Q1 2005											$	419.6		$	170.8		$	248.8
Change	$	38.8		$	27.1		$	11.7			$	25.3		$	9.7		$	15.6
Change	3.2		%	5.6		%	1.6		%		6.0		%	5.7		%	6.3		%

Same Store ~~Occupancy~~ Statistics


~~YTD 2005~~	~~94.2~~	%
~~YTD 2004~~	~~93.5~~	%
~~Change~~	~~0.7~~	%

	Occupancy		Turnover

Q1 2006	94.5	%	13.5	%
Q1 2005	93.7	%	14.4	%
Change	0.8	%	(0.9	%)

The following table presents a reconciliation of operating income per the consolidated statements of operations to NOI for the ~~Nine-Month 2005~~First Quarter 2006 Same Store Properties:

	Nine Months Ended September 30,						Quarter Ended March 31,
	2005			2004			2006			2005
	(Amounts in millions)						(Amounts in millions)

Operating income	$	394.5		$	371.8		$	142.0		$	118.1
Adjustments:
Insurance (hurricane property damage)	—			14.1
Insurance (1)							(2.9		)	—
Non-same store operating results	(89.2		)	(36.6		)	(31.7		)	(2.2		)
Fee and asset management revenue	(8.5		)	(9.3		)	(2.5		)	(2.6		)
Fee and asset management expense	7.5			6.5			2.1			2.2
Depreciation	378.1			334.4			143.6			115.2
General and administrative	45.0			34.8			13.8			18.1

Same store NOI	$	727.4		$	715.7		$	264.4		$	248.8

Physical Occupancy	~~94.3~~94.5%	%
Revenue Change	~~3.6~~4.75% to 5.75%	%
Expense Change	~~5.3~~4.25% to 5.25%	%
NOI Change	~~2.5~~	%
~~Acquisitions~~	$	~~2.0 billion~~
~~Dispositions~~	$	~~1.4 billion~~4.50% to 6.50%

Operating Partnership’s properties as well as management fees paid to any third party management companies. These expenses increased by approximately ~~$6.4 million.~~$3.4 million or 15.0%. This increase is primarily attributable to higher overall payroll costs, ~~including bonus~~temporary contracting costs and ~~long-term compensation~~training costs ~~during 2005.~~specific to the Operating Partnership’s rollout of a new property management system.

Depreciation expense from continuing operations, which includes depreciation on non-real estate

assets, increased ~~$43.8~~$28.4 million primarily as a result of additional depreciation expense on newly acquired properties and capital expenditures for all properties owned.

General and administrative expenses, which include corporate operating expenses, ~~increased~~decreased approximately ~~$10.2~~$4.3 million between the periods under comparison. This ~~increase is~~decrease was primarily ~~attributable~~due to ~~higher~~lower executive compensation expense due to severance costs for several EQR executive officers incurred during the ~~previously announced December 2005 planned retirement of Bruce W. Duncan, EQR’s Chief Executive Officer, and the~~quarter ended March 2005 resignation of Edward Geraghty, EQR’s former Eastern Division President, and additional accruals for certain management incentive programs as a result of the Rent.com gain (see discussion below).31, 2005. The Operating Partnership anticipates that general and administrative expenses will approximate ~~$57.1~~$50.0 million for the year ending December 31, ~~2005.~~2006. This above assumption is based on current expectations and is forward-looking.

Interest and other income ~~increased~~from continuing operations decreased by approximately ~~$58.6~~$57.1 million, primarily as a result of the $57.1 million in cash received in the quarter ended March 31, 2005 for the Operating Partnership’s ownership interest in Rent.com, which was acquired by eBay, Inc.

Interest expense from continuing operations, including amortization of deferred financing costs, increased approximately ~~$39.8~~$21.9 million primarily as a result of higher ~~overall debt balances as well as higher~~ variable interest rates. During the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, the Operating Partnership capitalized interest costs of approximately ~~$9.1~~$4.0 million as compared to $10.3 million for the nine months ended September 30, 2004. This capitalization of interest related specifically to our consolidated projects under development. The effective interest cost on all indebtedness for the nine months ended September 30, 2005 was 6.23% as compared to 5.86% for the nine months ended September 30, 2004.

Loss from investments in unconsolidated entities decreased approximately $7.0 million between the periods under comparison. This decrease is primarily the result of the consolidation of properties that were previously unconsolidated in the first quarter of 2004.

Net gain on sales of discontinued operations increased approximately $305.8 million between the periods under comparison. This increase is primarily the result of higher per unit sales prices and lower real estate net book values for properties sold during the nine months ended September 30, 2005 as compared to the same period in 2004, and due to the sale of Water Terrace, a 450-unit high rise luxury apartment building in Marina del Rey, California.

Discontinued operations, net, decreased approximately $19.3 million between the periods under comparison. The decrease in revenues and expenses between periods results from the timing, size and number of properties sold. Any property sold after September 30, 2004 will include a full period’s results in the nine months of 2004 but minimal to no results in the nine months of 2005. See Note 13 in the Notes to Consolidated Financial Statements for further discussion.

~~Comparison of the quarter ended September 30, 2005 to the quarter ended September 30, 2004~~

For the quarter ended September 30, 2005, income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities, net gain on sales of unconsolidated entities and discontinued operations decreased by approximately $1.3 million when compared to the quarter ended September 30, 2004.

Third Quarter 2005 Same Store Properties revenues increased primarily as a result of higher rental rates charged to residents, increased occupancy and lower concessions provided residents. Third Quarter 2005 Same Store Properties expenses increased primarily due to higher utilities, maintenance, insurance and real estate tax costs. The following tables provide comparative revenue, expense, NOI and weighted average occupancy for the Third Quarter 2005 Same Store Properties:

~~Third Quarter 2005 vs. Third Quarter 2004~~
~~Quarter over Quarter Same-Store Results~~

~~$ in Millions – 165,673 Same-Store Units~~

Description

Revenues

Expenses

NOI

Q3 2005

$
446.6

$
187.4

$
259.2

Q3 2004

$
428.2

$
176.5

$
251.7

Change

$
18.4

$
10.9

$
7.5

Change

4.3
%
6.2
%
3.0
%

~~Same Store Occupancy Statistics~~


~~Q3 2005~~	~~94.7~~	%
~~Q3 2004~~	~~93.6~~	%
~~Change~~	~~1.1~~	%

~~The following table presents a reconciliation of operating income per the consolidated statements of operations to NOI for the Third Quarter 2005 Same Store Properties:~~

Quarter Ended September 30,

2005

2004

(Amounts in millions)

Operating income

$
129.9

$
115.3

Adjustments:

Insurance (hurricane property damage)

—

14.1

Non-same store operating results

(14.6
)
(5.6
)
Fee and asset management revenue

(2.6
)
(2.4
)
Fee and asset management expense

2.6

2.1

Depreciation

129.7

116.2

General and administrative

14.2

12.0

Same store NOI

$
259.2

$
251.7

~~Rental income from properties other than Third Quarter 2005 Same Store Properties increased by approximately $29.3~~~~million primarily as a result of new properties acquired/consolidated in 2004 and the first nine months of 2005.~~

Fee and asset management revenues, net of fee and asset management expenses, decreased by $0.3 million primarily as a result of lower income earned from Ft. Lewis and managing fewer properties for third parties and unconsolidated entities.

Property management expenses include off-site expenses associated with the self-management of the Operating Partnership’s properties as well as management fees paid to third party management companies. These expenses increased by approximately $3.1 million. This increase is primarily attributable to higher payroll costs, including long-term compensation costs.

Depreciation expense, which includes depreciation on non-real estate assets, increased $13.5 million primarily as a result of additional depreciation expense on newly acquired properties and capital expenditures for all properties owned.

General and administrative expenses, which include corporate operating expenses, increased approximately $2.3 million between the periods under comparison. This increase is primarily attributable to higher executive compensation expense due to the previously announced December 2005 planned retirement of Bruce W. Duncan, EQR’s Chief Executive Officer, and additional accruals for certain management incentive programs as a result of the Rent.com gain (see discussion above), offset by reduced consulting services incurred in the third quarter of 2005 as compared to the third quarter of 2004.

~~Interest and other income increased by approximately $0.2~~~~million, primarily as a result of higher balances available for investments including deposits in tax deferred exchange accounts.~~

~~Interest expense, including amortization of deferred financing costs, increased approximately $16.1~~million primarily as a result of higher overall debt balances as well as higher variable interest rates. During the quarter ended September 30, 2005, the Operating Partnership capitalized interest costs of approximately $3.3 million as compared to $3.4$2.9 million for the quarter ended ~~September 30, 2004.~~March 31, 2005. This capitalization of interest ~~related specifically~~primarily relates to ~~our~~ consolidated projects under development. The effective interest cost on all indebtedness for the quarter ended ~~September 30, 2005~~March 31, 2006 was ~~6.28%~~6.25% as compared to ~~5.69%~~6.18% for the quarter ended ~~September 30, 2004.~~March 31, 2005.

Loss from investments in unconsolidated entities increased approximately ~~$0.6~~$0.2 million between the periods under comparison. This increase is primarily the result of ~~increased equity losses at selected~~consolidating previously unconsolidated properties as of January 1, 2006 as the result of EITF Issue No. 04-05. See also Note 4 in the Notes to Consolidated Financial Statements for ~~the third quarter of 2005 as compared to the third quarter of 2004.~~

further discussion.

Net gain on sales of land parcels decreased $10.4 million, due to a large gain recorded on the sale of one land parcel during the quarter ended March 31, 2005.

Net gain on sales of discontinued operations increased approximately ~~$195.8~~$231.8 million between the periods under comparison. This increase is primarily the result of higher per unit sales prices and lower real estate net book values for properties sold during the quarter ended ~~September 30, 2005~~March 31, 2006 as compared to the same period in ~~2004.~~

2005.

Discontinued operations, net decreased approximately ~~$3.9~~$6.1 million between the periods under comparison. The decrease in revenues and expenses between periods results from the timing, size and number of properties sold. Any property sold after ~~September 30, 2004~~March 31, 2005 will include a full ~~quarter’s~~period’s results in the ~~third~~first quarter of ~~2004~~2005 but minimal to no results in the ~~third~~first quarter of ~~2005.~~2006. See Note 13 in the Notes to Consolidated Financial Statements for further discussion.

Liquidity and Capital Resources

As of January 1, ~~2005,~~2006, the Operating Partnership had approximately ~~$83.5~~$88.8 million of cash and cash equivalents and ~~$484.6~~$780.8 million available under its revolving credit ~~facility~~facilities (net of ~~$65.4~~$50.2 million which was restricted/dedicated to support letters of credit and not available for borrowing). After taking into effect the various transactions discussed in the following paragraphs and the net cash provided by operating activities, the Operating Partnership’s cash and cash equivalents balance at ~~September 30, 2005~~March 31, 2006 was approximately ~~$306.9~~$86.8 million and the amount available on the Operating Partnership’s revolving credit ~~facilities~~facility was ~~$1,552.7~~$790.5 million (net of ~~$47.3~~$64.5 million which was restricted/dedicated to support letters of credit and not available for borrowing).

During the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, the Operating Partnership generated ~~and/or obtained cash~~proceeds from various transactions, which included the following:

•· Disposed of 4425 properties ~~two land parcels~~ and various individual condominium units, receiving

net proceeds of approximately ~~$1.5 billion;~~$811.2 million;

•· Obtained ~~$496.2~~$395.5 million in net proceeds from the issuance of ~~$500.0~~$400.0 million of ten and one-half year ~~5.125%~~5.375% fixed rate public ~~notes;~~notes and terminated six forward starting swaps designated to hedge the note issuance, receiving net proceeds of $10.7 million;

•· Obtained ~~$249.5~~$168.8 million in new mortgage financing;

• ~~Obtained $57.1 million for its ownership interest in Rent.com;~~

• ~~Received $25.0 million in full redemption of its 1,000,000 shares of 8.25% Convertible Trust Preferred Securities;~~ and

•· Issued approximately ~~1.7~~0.9 million OP Units and received net proceeds of ~~$42.0~~$25.5 million.

During the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, the above proceeds were primarily utilized to:

•· Invest ~~$131.5~~$34.8 million primarily in development projects;

•· Acquire 2611 properties and ~~three~~two land parcels, utilizing cash of ~~$871.5~~$444.9 million;

•· Repurchase 1.0 million OP Units utilizing cash of $44.8 million;

· Repay ~~$190.0 million of fixed rate public notes at maturity;~~

• ~~Repay $372.6~~$148.0 million of mortgage loans; and

•· Redeem ~~or repurchase~~ the Series ~~B through F~~G Preference Interests at a liquidation value of ~~$146.0~~$25.5 million.

Depending on its analysis of market prices, economic conditions, and other opportunities for the investment of available capital, the Company may repurchase ~~up to an additional $585.0 million of~~ its Common Shares pursuant to anits existing ~~$200.0 million~~ share buyback program authorized by the Board of ~~Trustees~~Trustees. EQR repurchased $44.8 million (1,019,800 shares at an average price per share of $43.89) of its Common Shares during the quarter ended March 31, 2006 to offset the issuance of 661,962 OP Units to limited partners in ~~July 2002~~connection with a property acquisition and ~~a new $500.0~~to partially offset EQR restricted shares granted in February 2006. Concurrent with this transaction, the Operating Partnership repurchased and retired 1,019,800 OP Units previously issued to EQR. EQR is authorized to repurchase approximately $540.2 million ~~share buyback program authorized by the Board~~ of ~~Trustees in November 2005.~~additional Common Shares. The Operating Partnership in turn would repurchase ~~$585.0~~$540.2 million of its OP Units held by EQR. ~~EQR did not repurchase any of its Common Shares during the nine months ended September 30, 2005.~~

The Operating Partnership’s total debt summary and debt maturity schedule as of ~~September 30, 2005,~~March 31, 2006, are as follows:

Debt Summary

	$ Millions (1)		Weighted Average Rate (1)
Secured	$	3,455	5.74	%
Unsecured	3,985		5.95	%
Total	$	7,440	5.86	%

Fixed Rate	$	6,237	6.21	%
Floating Rate	1,203		4.47	%
Total	$	7,440	5.86	%

Above Totals Include:
Tax Exempt:
Fixed	$	130	5.35	%
Floating	611		3.29	%
Total	$	741	3.65	%

Unsecured Revolving Credit Facilities	$	145	4.81	%

~~Debt Summary~~(1) Net of the effect of any derivative instruments.

$ Millions (1)

Weighted Average
Rate (1)

Secured

$
3,324

5.65
%
Unsecured

3,443

5.93
%
Total

$
6,767

5.80
%

Fixed Rate

$
5,679

6.39
%
Floating Rate

1,088

3.61
%
Total

$
6,767

5.80
%

Above Totals Include:

Tax Exempt:

Fixed

$
135

3.80
%
Floating

616

2.83
%
Total

$
751

3.14
%

Unsecured Revolving Credit Facility

$
—

3.52
%

Debt Maturity Schedule as of March 31, 2006

Year	$ Millions		% of Total
2006 (1)	$	533	7.2	%
2007	358		4.8	%
2008 (2)	725		9.7	%
2009	859		11.6	%
2010	278		3.7	%
2011	818		11.0	%
2012	535		7.2	%
2013	567		7.6	%
2014	504		6.8	%
2015+	2,263		30.4	%
Total	$	7,440	100.0	%

~~(1) Net of the effect of any derivative instruments.~~

(1) Includes $150 million of 7.57% unsecured debt with a finalmaturity of 2026 that is putable effective August 15, 2006.

(2) Includes $145.0 million outstanding on the Operating Partnership’s unsecured revolving credit facility which matures on May 29, 2008.

~~Debt Maturity Schedule as of September 30, 2005~~

Year

$ Millions

% of Total

2005

$
39

0.6
%
2006 (1)

596

8.8
%
2007

378

5.6
%
2008

616

9.1
%
2009

860

12.7
%
2010

262

3.9
%
2011

721

10.6
%
2012

523

7.7
%
2013

567

8.4
%
2014+

2,205

32.6
%
Total

$
6,767

100.0
%

~~(1) Includes $150 million of unsecured debt with a final maturity of 2026 that is putable in 2006.~~

As of ~~the date of this filing, $980.0~~May 3, 2006, $580.0 million in debt securities remains available for issuance by the Operating Partnership under a registration statement the SEC declared effective in June 2003 and $956.5 million in equity securities remains available for issuance by ~~the Company~~EQR under a registration statement the SEC declared effective in February 1998. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of the Operating Partnership in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit ~~basis.)~~basis).

The Operating Partnership’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of ~~September 30, 2005~~March 31, 2006 is presented in the following table. The Operating Partnership calculates the equity component of its market capitalization as the sum of (i) the total outstanding OP Units at the equivalent market value of the closing price of EQR’s Common Shares on the New York Stock Exchange; (ii) the “OP Unit Equivalent” of all convertible preference units/interests; and (iii) the liquidation value of all perpetual preference ~~units/interests~~units outstanding.

Capital Structure as of March 31, 2006 (Amounts in thousands except for unit and per unit amounts)

Secured Debt			$	3,455,316	46	%
Unsecured Debt			3,839,475		52	%
Lines of Credit			145,000		2	%
Total Debt			$	7,439,791	100	%	33	%

OP Units	311,517,460
OP Unit Equivalents (see below)	1,318,993
Total outstanding at quarter-end	312,836,453
EQR Common Share Price at March 31, 2006	$	46.79
			14,637,618		97	%
Perpetual Preference Units (see below)			490,000		3	%
Total Equity			15,127,618		100	%	67	%

Total Market Capitalization			$	22,567,409			100	%

~~Capital Structure~~Convertible Preference Units/Interests as of ~~September 30, 2005~~March 31, 2006
(Amounts in thousands except for unit/interest and per unit/interest amounts)

Series	Redemption Date	Outstanding Units/Interests	Liquidation Value		Annual Dividend Per Unit/Interest		Annual Dividend Amount		Weighted Average Rate		Conversion Ratio	OP Unit Equivalents
Preference Units:
7.00% Series E	11/1/98	491,516	$	12,288	$	1.75	$	860			1.1128	546,959
7.00% Series H	6/30/98	32,734	818		1.75		57				1.4480	47,399
Preference Interests:
7.625% Series I	6/22/06	270,000	13,500		3.8125		1,029				1.4542	392,634
7.625% Series J	12/14/06	230,000	11,500		3.8125		877				1.4108	324,484
Junior Preference Units:
8.00% Series B	7/29/09	7,367	184		2.00		15				1.020408	7,517
Total Convertible Preference Units/Interests		1,031,617	$	38,290			$	2,838	7.41	%		1,318,993

Perpetual Preference Units as of March 31, 2006
(Amounts in thousands except for unit and per unit amounts)

Series	Redemption Date	Outstanding Units	Liquidation Value		Annual Dividend Per Unit		Annual Dividend Amount		Weighted Average Rate
Preference Units:
9 1/8% Series C	9/9/06	460,000	$	115,000	$	22.8125	$	10,494
8.60% Series D	7/15/07	700,000	175,000		21.50		15,050
8.29% Series K	12/10/26	1,000,000	50,000		4.145		4,145
6.48% Series N	6/19/08	600,000	150,000		16.20		9,720
Total Perpetual Preference Units		2,760,000	$	490,000			$	39,409	8.04	%

Secured Debt

$
3,323,932

49
%

Unsecured Debt

3,443,588

51
%

Lines of Credit

—

—

Total Debt

$
6,767,520

100
%
36
%

OP Units

308,772,576

OP Unit Equivalents (see below)

1,679,537

Total outstanding at quarter-end

310,452,113

EQR Common Share Price at September 30, 2005

$
37.85

11,750,612

96
%

Perpetual Preference Units/Interests (see below)

515,500

4
%

Total Equity

12,266,112

100
%
64
%

Total Market Capitalization

$
19,033,632

100
%

~~Convertible Preference Units/Interests as of September 30, 2005~~

~~(Amounts in thousands except for unit and per unit amounts)~~

Annual

Annual

Weighted

Outstanding

Liquidation

Dividend Rate

Dividend

Average

Conversion

OP Unit

Series

Units

Value

Per Unit

Amount

Rate

Ratio

Equivalents

Preference Units:

7.00% Series E

554,696

$
13,868

$
1.75

$
971

1.1128

617,266

7.00% Series H

34,934

873

1.75

61

1.4480

50,584

Preference Interests:

7.625% Series H

190,000

9,500

3.8125

724

1.5108

287,052

7.625% Series I

270,000

13,500

3.8125

1,029

1.4542

392,634

7.625% Series J

230,000

11,500

3.8125

877

1.4108

324,484

Junior Preference Units:

8.00% Series B

7,367

184

2.00

15

1.020408

7,517

Total Convertible Preference Units/Interests

1,286,997

$
49,425

$
3,677

7.44
%

1,679,537

~~Perpetual Preference Units/Interests as of September 30, 2005 (1)~~

~~(Amounts in thousands except for unit and per unit amounts)~~

Annual

Annual

Outstanding

Liquidation

Dividend Rate

Dividend

Weighted

Series

Units

Value

Per Unit

Amount

Average Rate

Preference Units:

9 1/8% Series C

460,000

$
115,000

$
22.81252

$
10,494

8.60% Series D

700,000

175,000

21.50

15,050

8.29% Series K

1,000,000

50,000

4.145

4,145

6.48% Series N

600,000

150,000

16.20

9,720

Preference Interests:

7.875% Series G

510,000

25,500

3.9375

2,008

Total Perpetual Preference Units/Interests

3,270,000

$
515,500

$
41,417

8.03
%

(1) Excludes $125.0 million for the 9 1/8% Series B Preference Units which was redeemed for cash on 10/17/05 and was included in rents received in advance and other liabilities in the consolidated balance sheets at 9/30/05.

~~See Note 16 in the Notes to Consolidated Financial Statements for discussion of the events which occurred subsequent to September 30, 2005.~~

~~Capitalization of Fixed Assets and Improvements to Real Estate~~

Our policy with respect to capital expenditures is generally to capitalize expenditures that improve the value of the property or extend the useful life of the component asset of the property. We track improvements to real estate in two major categories and several subcategories:

• ~~Replacements (inside the unit). These include:~~

• ~~carpets and hardwood floors;~~

• ~~appliances;~~

• ~~mechanical equipment such as individual furnace/air units, hot water heaters, etc;~~

• ~~furniture and fixtures such as kitchen/bath cabinets, light fixtures, ceiling fans, sinks, tubs, toilets, mirrors, countertops, etc;~~

• ~~flooring such as vinyl, linoleum or tile; and~~

• ~~blinds/shades.~~

~~All replacements are depreciated over a five-year estimated useful life. We expense as incurred all~~

~~maintenance and turnover costs such as cleaning, interior painting of individual units and the repair of any replacement item noted above.~~

•~~Building improvements (~~~~outside the unit~~~~). These include:~~

•~~roof replacement and major repairs;~~

•~~paving or major resurfacing of parking lots, curbs and sidewalks;~~

•~~amenities and common areas such as pools, exterior sports and playground equipment, lobbies, clubhouses, laundry rooms, alarm and security systems and offices;~~

•~~major building mechanical equipment systems;~~

•~~interior and exterior structural repair and exterior painting and siding;~~

•~~major landscaping and grounds improvement; and~~

•~~vehicles and office and maintenance equipment.~~

All building improvements are depreciated over a five to ten-year estimated useful life. We expense as incurred all recurring expenditures that do not improve the value of the asset or extend its useful life.

For the nine months ended September 30, 2005, our actual improvements to real estate totaled approximately $167.3 million. This includes the following detail (amounts in thousands except for unit and per unit amounts):

~~Capitalized Improvements to Real Estate~~
~~For the Nine Months Ended September 30, 2005~~

Total Units (1)

Replacements

Avg. Per
Unit

Building
Improvements

Avg. Per
Unit

Total

Avg. Per
Unit

Established Properties (2)

148,198

$
43,850

$
296

$
63,303

$
427

$
107,153

$
723

New Acquisition Properties (3)

23,468

4,022

204

12,557

637

16,579

841

Other (4)

7,879

16,719

26,823

43,542

Total

179,545

$
64,591

$
102,683

$
167,274

~~(1)~~ ~~Total units exclude 16,030 unconsolidated units.~~

~~(2)~~ ~~Wholly Owned Properties acquired prior to January 1, 2003.~~

~~(3)~~ ~~Wholly Owned Properties acquired during 2003, 2004 and 2005. Per unit amounts are based on a weighted average of 19,707 units.~~

~~(4)~~ Includes properties either Partially Owned or sold during the period, commercial space, condominium conversions and $4.5 million included in building improvements spent on eight specific assets related to major renovations and repositioning of these assets.

~~The Operating Partnership expects to fund approximately $60.0~~~~million for capital expenditures for replacements and building improvements for all consolidated properties, exclusive of condominium conversion properties, for the remainder of 2005.~~

During the nine months ended September 30, 2005, the Operating Partnership’s total non-real estate capital additions, such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Operating Partnership’s property management offices and its corporate offices, were approximately $12.4million. The Operating Partnership expects to fund approximately $5.5 million in total additions to non-real estate property for the remainder of 2005, the majority of which includes software licenses and hardware related to the Operating Partnership’s pricing and procurement initiatives.

~~Improvements to real estate and additions to non-real estate property were funded from net cash provided by operating activities.~~

~~Derivative Instruments~~

In the normal course of business, the Operating Partnership is exposed to the effect of interest rate changes. The Operating Partnership limits these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.

The Operating Partnership has a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Operating Partnership has not sustained a material loss from those instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives.

~~See Note 11 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments at September 30, 2005.~~

~~Other~~

Total distributions paid in October 2005 amounted to $145.5 million (excluding distributions on Partially Owned Properties), which included certain distributions declared during the third quarter ended September 30, 2005.

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 revolving credit facilities. The Operating Partnership considers its cash provided by operating activities to be adequate to meet ~~operating~~operating/capital 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 and financing of construction and development activities ~~and capital improvements~~ through the issuance of unsecured notes and equity securities, including additional OP Units, and proceeds received from the disposition of certain properties. In addition, the Operating Partnership has significant unencumbered properties available to secure additional mortgage borrowings in the event that the public capital markets are unavailable or the cost of alternative sources of capital is too high. The fair value of and cash flow from these unencumbered properties are in excess of the requirements the Operating Partnership must maintain in order to comply with covenants under its unsecured notes and ~~revolving credit facilities.~~line of credit. Of t~~he $15.3~~the $16.7 billion in investment in real estate on the Operating Partnership’s balance sheet at ~~September 30, 2005, $9.6~~March 31, 2006, $10.7 billion or ~~62.8%~~64.1%, was unencumbered.

The Operating Partnership has a revolving credit facility with potential borrowings offor up to $1.0 billion. This facility matures in May 2008 and may, among other potential uses, be used to fund property acquisitions, costs for certain properties under development and short term liquidity requirements. ~~In addition, the Operating Partnership closed on a new one-year revolving credit facility expiring on August 29, 2006 with potential borrowings of $600.0 million.~~ As of ~~November 4, 2005, $705.0~~May 3, 2006, $220.0 million was outstanding under ~~these facilities (and $40.5 million was restricted~~this facility.

See Note 16 in the Notes to Consolidated Financial Statements for discussion of the events which occurred subsequent to March 31, 2006.

Capitalization of Fixed Assets and ~~dedicated~~Improvements to ~~support letters~~Real Estate

Our policy with respect to capital expenditures is generally to capitalize expenditures that improve the value of ~~credit)~~the property or extend the useful life of the component asset of the property. We track improvements to real estate in two major categories and several subcategories:

·Replacements (inside the unit). These include:

·carpets and hardwood floors;

·appliances;

·mechanical equipment such as individual furnace/air units, hot water heaters, etc;

·furniture and fixtures such as kitchen/bath cabinets, light fixtures, ceiling fans, sinks, tubs, toilets, mirrors, countertops, etc;

·flooring such as vinyl, linoleum or tile; and

·blinds/shades.

All replacements are depreciated over a five-year estimated useful life. We expense as incurred all make-ready maintenance and turnover costs such as cleaning, interior painting of individual units and the repair of any replacement item noted above.

·Building improvements (outside the unit). These include:

·roof replacement and major repairs;

·paving or major resurfacing of parking lots, curbs and sidewalks;

·amenities and common areas such as pools, exterior sports and playground equipment, lobbies, clubhouses, laundry rooms, alarm and security systems and offices;

·major building mechanical equipment systems;

·interior and exterior structural repair and exterior painting and siding;

·major landscaping and grounds improvement; and

·vehicles and office and maintenance equipment.

All building improvements are depreciated over a five to ten-year estimated useful life. We capitalize building improvements and upgrades only if the item: (i) exceeds $2,500 (selected projects must exceed $10,000); (ii) extends the useful life of the asset; and (iii) improves the value of the asset.

For the quarter ended March 31, 2006, our actual improvements to real estate totaled approximately $51.4 million. This includes the following detail (amounts in thousands except for unit and per unit amounts):

Capitalized Improvements to Real Estate For the Quarter Ended March 31, 2006

	Total Units (1)	Replacements		Avg. Per Unit		Building Improvements		Avg. Per Unit		Total		Avg. Per Unit

Established Properties (2)	144,257	$	13,090	$	91	$	20,042	$	139	$	33,132	$	230
New Acquisition Properties (3)	23,738	1,900		85		4,828		217		6,728		302
Other (4)	9,727	4,308				7,246				11,554
Total	177,722	$	19,298			$	32,116			$	51,414

(1) Total units exclude 10,846 unconsolidated units and 3,672 military housing (fee managed) units.

(2) Wholly Owned Properties acquired prior to January 1, 2004.

(3) Wholly Owned Properties acquired during 2004, 2005 and 2006. Per unit amounts are based on a weighted average of 22,237 units.

(4) Includes properties either Partially Owned or sold during the period, commercial space, condominium conversions and $2.2 million included in building improvements spent on eight specific assets related to major renovations and repositioning of these assets.

The Operating Partnership expects to fund approximately $127.0million for capital expenditures for replacements and building improvements for all consolidated properties, exclusive of condominium conversion properties, for the remainder of 2006. This includes an average of approximately $1,000 per unit for capital improvements for established properties.

During the quarter ended March 31, 2006, the Operating Partnership’s total non-real estate capital additions, such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Operating Partnership’s property management offices and its corporate offices, were approximately $1.6million. The Operating Partnership expects to fund approximately $9.2 million in total additions to non-real estate property for the remainder of 2006.

Improvements to real estate and additions to non-real estate property were funded from net cash provided by operating activities.

Derivative Instruments

See Note 11 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments at March 31, 2006.

Other

Total distributions paid in April 2006 amounted to $146.6 million (excluding distributions on Partially Owned Properties), which included certain distributions declared during the first quarter ended March 31, 2006.

On March 2, 2006, the Operating Partnership announced that it has retained JP Morgan to assist in the possible sale of its Lexford Housing division. As of May 3, 2006, the division is currently comprised of 289 properties consisting of 26,118 apartment units located in ten states and a property management business located in Columbus, Ohio. Exploration of a sale does not mandate that a sale or other transaction will follow. EQR’s Board of Trustees has not approved any specific transaction.

Off-Balance Sheet Arrangements and Contractual Obligations

The Operating Partnership has co-invested in various properties that are unconsolidated and accounted for under the equity method of accounting. Management does not believe these investments have a materially different impact upon the Operating Partnership’s liquidity, capital resources, credit or market risk than its property management and ownership activities. The nature and business purpose of these ventures are as follows:

•· Institutional Ventures –— During 2000 and 2001, the Operating Partnership entered into ventures with an unaffiliated partner. At the respective closing dates, the Operating Partnership sold and/or contributed 45 properties containing 10,846 units to these ventures and retained a 25% ownership interest in the ventures. The Operating Partnership’s joint venture partner contributed cash equal to 75% of the agreed-upon equity value of the properties comprising the ventures, which was then distributed to the Operating Partnership. The Operating Partnership’s strategy with respect to these ventures was to reduce its concentration of properties in a variety of markets.

•~~Other –~~ As of ~~September 30, 2005,~~March 31, 2006, the Operating Partnership has ownership interests in eleven properties containing 1,451 units acquired in a prior merger. The current weighted average ownership percentage is 10.7%. The Operating Partnership’s strategy with respect to these interests is either to acquire a majority ownership or sell the Operating Partnership’s interest.

~~As of September 30, 2005, the Operating Partnership has five~~six projects totaling ~~1,465~~1,711 units in various stages

of development with estimated completion dates ranging through ~~March 31, 2007.~~June 30, 2008. The development agreements currently in place are discussed in detail in Note 14 of the Operating Partnership’s Consolidated Financial Statements.

See also Notes 2 and 6 in the Notes to Consolidated Financial Statements for additional discussion regarding the Operating Partnership’s investments in ~~unconsolidated~~partially owned entities.

The Operating Partnership’s guaranty of a credit enhancement agreement with respect to certain tax-exempt bonds issued to finance certain public improvements at a multifamily development project was terminated effective May 2, 2005 as the tax-exempt bonds were redeemed in full and the associated letter of credit was cancelled.

The Operating Partnership’s contractual obligations for the next five years and thereafter have not changed materially from the amounts and disclosures included in its annual report on Form 10-K, other than as it relates to scheduled debt maturities. See the updated debt maturity schedule included in Liquidity and Capital Resources for further discussion.

Critical Accounting Policies and Estimates

The Operating Partnership has identified six significant accounting policies as critical accounting policies. These critical accounting policies are those that have the most impact on the reporting of our financial condition and those requiring significant judgments and estimates. With respect to these critical accounting policies, management believes that the application of judgments and assessments is consistently applied and produces financial information that fairly presents the results of operations for all periods presented. The six critical accounting policies are:

Impairment of Long-Lived Assets, Including Goodwill

The Operating Partnership periodically evaluates its long-lived assets, including its investments in real estate and goodwill, for indicators of permanent impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each asset and legal and environmental concerns. Future events could occur which would cause the Operating Partnership to conclude that impairment indicators exist and an impairment loss is warranted.

Depreciation of Investment in Real Estate

The Operating Partnership depreciates the building component of its investment in real estate over a 30-year estimated useful life, building improvements over a 5-year to 10-year estimated useful life and both the furniture, fixtures and equipment and replacements components over a 5-year estimated useful life, all of which are judgmental determinations.

Cost Capitalization

See the Capitalization of Fixed Assets and Improvements to Real Estate section for discussion of the policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. In addition, the Operating Partnership capitalizes the payroll and associated costs of employees directly responsible for and who spend all of their time on the supervision of major capital and/or renovation projects. These costs are reflected on the balance sheet as an increase to depreciable property.

The Operating Partnership follows the guidance in SFAS No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,, for all development projects and uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. The Operating Partnership capitalizes interest, real estate taxes and insurance and payroll and associated costs for those individuals directly responsible for and who spend all of their time on development activities, with capitalization ceasing no later than 90 days following issuance of the certificate of occupancy. These costs are reflected on the balance sheet as construction in progress for each specific property. The Operating Partnership expenses as incurred all payroll costs of on-site employees working directly at our

properties, except as noted above on our development properties prior to certificate of occupancy issuance and on specific major renovation at selected properties when additional incremental employees are hired.

Fair Value of Financial Instruments, Including Derivative Instruments

The valuation of financial instruments under SFAS No. 107 and SFAS No. 133 and its amendments (SFAS Nos. 137/138/149) requires the Operating Partnership to make estimates and judgments that affect the fair value of the instruments. The Operating Partnership, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Operating Partnership bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial ~~instruments.~~

statements.

Revenue Recognition

Rental income attributable to leases is recorded when due from residents and is recognized monthly as it is earned, which is not materially different than on a straight-line basis. Leases entered into between a resident and a property for the rental of an apartment unit are generally year-to-year, renewable upon consent of both parties on an annual or monthly basis. Fee and asset management revenue and interest income are recorded on an accrual basis.

Stock-Based Compensation

The Company ~~elected to account~~accounts for its stock-based compensation in accordance with SFAS No. ~~123 and its amendment (SFAS No. 148)~~123(R), ~~Accounting for Stock Based Compensation~~ Share-Based Payment, effective ~~in the first quarter of 2003,~~January 1, 2006, which ~~resulted~~results in compensation expense being recorded based on the fair value of the stock compensation granted.

The Company elected the “Prospective Method” which requires expensing of employee awards granted or modified after January 1, 2003. Compensation expense under all of the Company’s plans is generally recognized over periods ranging from three months to five years. See Note 2 in the Notes to Consolidated Financial Statements for further discussion and comparative information regarding application of the fair value method to all outstanding employee awards.

Any Common Shares issued pursuant to EQR’s incentive equity compensation and employee share purchase plans will result in the Operating Partnership issuing OP Units to EQR on a one-for-one basis, with the Operating Partnership receiving the net cash proceeds of such issuances.

Funds From Operations

For the ~~nine months~~quarter ended ~~September 30, 2005,~~March 31, 2006, Funds From Operations (“FFO”) available to OP Units ~~increased $100.5~~decreased $55.4 million, or ~~21.0%, as compared to the nine months ended September 30, 2004.~~

~~For the quarter ended September 30, 2005, FFO available to OP Units increased $22.9 million, or 15.0%~~24.1%, as compared to the quarter ended ~~September 30, 2004.~~

March 31, 2005. This decrease is primarily attributable to approximately $57.1 million of other income recognized in 2005 related to eBay, Inc’s acquisition of the Operating Partnership’s interest in Rent.com.

The following is a reconciliation of net income to FFO available to OP Units for the ~~nine months and~~ quarters ended ~~September 30, 2005~~March 31, 2006 and ~~2004:~~2005:

Funds From Operations
(Amounts in thousands)
(Unaudited)

Nine Months Ended
September 30,

Quarter Ended
September 30,

2005

2004

2005

2004

Net income

$
689,543

$
359,261

$
286,787

$
99,168

Adjustments:

Depreciation

378,123

334,352

129,701

116,170

Depreciation – Non-real estate additions

(3,928
)
(4,025
)
(1,243
)
(1,308
)

Depreciation – Partially Owned and Unconsolidated Properties

2,136

2,828

2,774

(880
)
Net (gain) on sales of unconsolidated entities

(124
)
(4,407
)
—

(2
)
Discontinued operations:

Depreciation

13,028

33,530

2,182

9,951

Net (gain) on sales of discontinued operations

(513,419
)
(207,653
)
(254,178
)
(58,394
)
Net incremental gain on sales of condominium units

56,667

15,669

27,631

7,199

Net gain on sales of land parcels

10,366

5,483

—

(53
)

FFO (1)(2)

632,392

535,038

193,654

171,851

Preferred distributions

(45,446
)
(55,896
)
(14,124
)
(18,403
)
Premium on redemption of Preference Units

(4,316
)
—

(4,316
)
—

Premium on redemption of Preference Interests

(4,134
)
(1,117
)
(22
)
(1,117
)
FFO available to OP Units

$
578,496

$
478,025

$
175,192

$
152,331

	Quarter Ended March 31,
	2006			2005
Net income	$	405,548		$	248,280
Adjustments:
Depreciation	143,590			115,231
Depreciation — Non-real estate additions	(1,844		)	(1,294		)
Depreciation — Partially Owned and Unconsolidated Properties	1,550			(250		)
Net gain on sales of unconsolidated entities	(329		)	(124		)
Discontinued operations:
Depreciation	3,181			13,837
Net gain on sales of discontinued operations	(372,501		)	(140,704		)
Net incremental gain on sales of condominium units	7,127			13,482

FFO (1)(2)	186,322			248,458
Preferred distributions	(11,194		)	(16,913		)
Premium on redemption of Preference Interests	(674		)	(1,728		)
FFO available to OP Units	$	174,454		$	229,817

(1) The National Association of Real Estate Investment Trusts (“NAREIT”) defines funds from operations (“FFO”) (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States (“GAAP”)), excluding gains (or losses) from sales of depreciable 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. The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only. Once the Operating Partnership commences the conversion of units to condominiums, it simultaneously discontinues depreciation of such property.

~~(1)~~

(2) The Operating Partnership believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company, because it is a recognized measure of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help compare the operating performance of a company’s real estate between periods or as compared to different companies. FFO in and of itself does not represent net income or net cash flows from operating activities in accordance with GAAP. Therefore, FFO should not be exclusively considered as an alternative to net income or to net cash flows from operating activities as determined by GAAP or as a measure of liquidity. The Operating Partnership’s calculation of FFO may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.

The National Association of Real Estate Investment Trusts (“NAREIT”) defines funds from operations (“FFO”) (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States (“GAAP”)), excluding gains (or losses) from sales of depreciable 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. The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only. Once the Operating Partnership commences the conversion of units to condominiums, it simultaneously discontinues depreciation of such property.

~~(2)~~

The Operating Partnership believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company, because it is a recognized measure of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help compare the operating performance of a company’s real estate between periods or as compared to different companies. FFO in and of itself does not represent net income or net cash flows from operating activities in accordance with GAAP. Therefore, FFO should not be exclusively considered as an alternative to net income or to net cash flows from operating activities in accordance with GAAP. The Operating Partnership’s calculation of FFO may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Operating Partnership’s market risk has not changed materially from the amounts and information reported in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, to the Operating Partnership’s Form 10-K for the year ended December 31, ~~2004.~~2005. See also Note 11 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures:

Effective as of ~~September 30, 2005,~~March 31, 2006, the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management, including the Chief

Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnership’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Operating Partnership in ~~timely alerting them to material information. During~~its Exchange Act filings is recorded, processed, summarized and reported within the ~~fiscal quarter ended September 30, 2005, there~~periods specified in the SEC’s rules and forms.

(b) Changes in Internal Control over Financial Reporting:

There were no changes to the internal ~~controls~~control over financial reporting of the Operating Partnership identified in connection with the Operating Partnership’s evaluation ~~or otherwise~~referred to above that ~~has~~occurred during the first quarter of 2006 that have materially affected, or isare reasonably likely to ~~materially~~ affect, the Operating Partnership’s internal ~~controls~~control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

recorded this as a general and administrative expense in December 2004. Due to a pending appeal, the award is neither final nor enforceable. Accordingly, it is not possible to determine or predict the ultimate outcome of the case. While no assurances can be given, the Operating Partnership does not believe that this lawsuit, if the ultimate outcome is unfavorable, will have a material adverse effect on the Operating Partnership.
There have been no new or significant developments related to the legal proceedings that were discussed in Part I, Item ~~III~~3 of the Operating Partnership’s Form 10-K for the year ended December 31, ~~2004.~~2005.
Item 1A. Risk Factors
There have been no material changes related to the risk factors that were discussed in Part I, Item 1A of the Operating Partnership’s Form 10-K for the year ended December 31, 2005.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) OP Units Issued in the Quarter Ended ~~September 30, 2005~~March 31, 2006
The Operating Partnership issued ~~26,080~~661,962 OP Units having a value of ~~$1.0~~$27.9 million to its limited partners during the ~~third~~first quarter ~~of 2005.~~ended March 31, 2006.
These OP Units were issued in exchange for direct or indirect interests in multifamily properties in private placement transactions under section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). and the rules and regulations promulgated thereunder. In light of the manner of sale and information obtained by the Operating Partnership from persons receiving OP Units in connection with these transactions, the Operating Partnership believes it may rely on this exemption. OP Units are generally exchangeable into Common Shares of EQR on a one-for-one basis or, at the option of EQR and the Operating Partnership, the cash equivalent thereof, at any time one year after the date of issuance.

(c) OP Units Repurchased in the Quarter Ended March 31, 2006
The Operating Partnership repurchased the following OP Units during the first quarter ended March 31, 2006:
Period

Total Number
of OP Units
Purchased (1)

Average Price
Paid Per
Unit (1)

Total Number of
OP Units
Purchased as Part
of Publicly
Announced Plans
or Programs (1)

Dollar Value of
OP Units that
May Yet Be
Purchased Under
the Plans or
Programs (1)

February 2006

719,800

$
43.76

719,800

$
553,499,067

March 2006

300,000

44.19

300,000

540,242,127

First Quarter 2006

1,019,800

$
43.89

1,019,800

(1)The OP Units repurchased during the first quarter 2006 represent OP Units redeemed in response to repurchases of Common Shares in the open market under the Company’s publicly announced share repurchase program approved by its Board of Trustees. Under this program, the Company may repurchase in open market or privately negotiated transactions up to $585.0 million of its Common Shares, with $540.2 million remaining following the above purchases.

Item 6. Exhibits
10.1*
Revolving Credit Agreement dated as of August 30, 2005 among ERP Operating Limited Partnership, Bank of America, N.A., as administrative agent and a bank, Deutsche Bank Trust Company Americas, as syndication agent and a bank, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as documentation agent, and Merrill Lynch Bank USA, as a bank (the “Credit Agreement”).
Fourth amendment to Equity Residential 2002 Share Incentive Plan.
31.1
10.2*
~~Guaranty of Payment made as of August 30, 2005 between Equity Residential and Bank of America, N.A., as administrative agent for the banks party to the Credit Agreement.~~
10.3**
~~Summary of Changes to Equity Residential’s Trustee Compensation.~~
~~31.1~~
Certification of ~~Bruce W. Duncan,~~David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.
31.2
~~31.2~~
Certification of Donna Brandin, Chief Financial Officer of Registrant’s General Partner.
32.1
~~32.1~~
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of ~~Bruce W. Duncan,~~David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.
32.2
~~32.2~~
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Donna Brandin, Chief Financial Officer of Registrant’s General Partner.
*
~~Included as an exhibit to the Operating Partnership’s Form 8-K dated August 30, 2005, filed on September 2, 2005.~~
**
~~Included as an exhibit to the Operating Partnership’s Form 8-K dated September 21, 2005, filed on September 27, 2005.~~
39* Included as an exhibit to EQR’s Form 10-K for the year ended December 31, 2005.

SIGNATURES
Pursuant to the requirements ~~of Section 13 or 15(d)~~ of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.

ERP OPERATING LIMITED PARTNERSHIP
BY: EQUITY RESIDENTIAL
ITS GENERAL PARTNER

~~BY: EQUITY RESIDENTIAL~~
~~ITS GENERAL PARTNER~~

Date:
~~November 7, 2005~~May 8, 2006

By:
~~/s/~~
/s/ Donna Brandin

~~Donna Brandin~~

Donna Brandin
Executive Vice President and

Chief Financial Officer

Date:
~~November 7, 2005~~May 8, 2006

By:
~~/s/~~
/s/ Mark L. Wetzel

Mark L. Wetzel
Senior Vice President and

Chief Accounting Officer

40

EXHIBIT INDEX
Exhibit

Document
31.1

~~31.1~~
Certification of ~~Bruce W. Duncan,~~David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.
31.2
~~31.2~~
Certification of Donna Brandin, Chief Financial Officer of Registrant’s General Partner.
32.1
~~32.1~~
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of ~~Bruce W. Duncan,~~David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.
32.2
~~32.2~~
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Donna Brandin, Chief Financial Officer of Registrant’s General Partner.

38

	Nine Months Ended			Quarter Ended
	September 30, 2004			September 30, 2004
Net income available to OP Units – as reported	$	302,248		$	79,648
Add: Stock-based employee compensation expense included in reported net income:
EQR’s restricted/performance shares	9,399			3,144
EQR’s share options	2,266			718
EQR’s ESPP discount	1,126			188
Deduct: Stock-based employee compensation expense determined under fair value based method for all awards:
EQR’s restricted/performance shares	(9,399		)	(3,144		)
EQR’s share options	(4,207		)	(1,200		)
EQR’s ESPP discount	(1,126		)	(188		)
Net income available to OP Units – pro forma	$	300,307		$	79,166
Earnings per OP Unit:
Basic – as reported	$	1.01		$	0.26
Basic – pro forma	$	1.00		$	0.26
Diluted – as reported	$	1.00		$	0.26
Diluted – pro forma	$	0.99		$	0.26

			Annual
			Dividend			Amounts in thousands
	Redemption Date (1) (2)	Conversion Rate (2)	Rate per Unit (3)			September 30, 2005		December 31, 2004
Preference Units

9 1/8% Series B Cumulative Redeemable Preference Units; liquidation value $250 per unit; 0 and 500,000 units issued and outstanding at September 30, 2005 and December 31, 2004, respectively	10/15/05	N/A			(5)	$	—	$	125,000

9 1/8% Series C Cumulative Redeemable Preference Units; liquidation value $250 per unit; 460,000 units issued and outstanding at September 30, 2005 and December 31, 2004 (4)	9/9/06	N/A	$	22.81252		115,000		115,000

8.60% Series D Cumulative Redeemable Preference Units; liquidation value $250 per unit; 700,000 units issued and outstanding at September 30, 2005 and December 31, 2004 (4)	7/15/07	N/A	$	21.50		175,000		175,000

7.00% Series E Cumulative Convertible Preference Units; liquidation value $25 per unit; 554,696 and 811,724 units issued and outstanding at September 30, 2005 and December 31, 2004, respectively	11/1/98	1.1128	$	1.75		13,868		20,293

7.00% Series H Cumulative Convertible Preference Units; liquidation value $25 per unit; 34,934 and 36,934 units issued and outstanding at September 30, 2005 and December 31, 2004, respectively	6/30/98	1.4480	$	1.75		873		923

8.29% Series K Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,000,000 units issued and outstanding at September 30, 2005 and December 31, 2004	12/10/26	N/A	$	4.145		50,000		50,000

6.48% Series N Cumulative Redeemable Preference Units; liquidation value $250 per unit; 600,000 units issued and outstanding at September 30, 2005 and December 31, 2004 (4)	6/19/08	N/A	$	16.20		150,000		150,000
						$	504,741	$	636,216

	Institutional Joint Ventures			Other			Totals

Total projects	45			11			56		(1)

Total units	10,846			1,451			12,297		(1)

Operating Partnership’s ownership percentage	25.0		%	10.7		%

Operating Partnership’s share of outstanding debt (2)	$	121,200		$	2,847		$	124,047

	Fair Value Hedges (1)			Forward Starting Swaps (2)			Development Cash Flow Hedges (3)
Current Notional Balance	$	370,000		$	300,000		$	30,018
Lowest Possible Notional	$	370,000		$	300,000		$	18,568
Highest Possible Notional	$	370,000		$	300,000		$	65,739
Lowest Interest Rate	3.245		%	4.435		%	3.310		%
Highest Interest Rate	3.787		%	4.589		%	4.530		%
Earliest Maturity Date	2009			2016			2006
Latest Maturity Date	2009			2017			2007
Estimated Asset (Liability) Fair Value	$	(14,134	)	$	7,226		$	24

Description	Revenues			Expenses			NOI

Q3 2005	$	446.6		$	187.4		$	259.2
Q3 2004	$	428.2		$	176.5		$	251.7
Change	$	18.4		$	10.9		$	7.5
Change	4.3		%	6.2		%	3.0		%

				Annual		Annual		Weighted
	Outstanding	Liquidation		Dividend Rate		Dividend		Average		Conversion	OP Unit
Series	Units	Value		Per Unit		Amount		Rate		Ratio	Equivalents
Preference Units:
7.00% Series E	554,696	$	13,868	$	1.75	$	971			1.1128	617,266
7.00% Series H	34,934	873		1.75		61				1.4480	50,584
Preference Interests:
7.625% Series H	190,000	9,500		3.8125		724				1.5108	287,052
7.625% Series I	270,000	13,500		3.8125		1,029				1.4542	392,634
7.625% Series J	230,000	11,500		3.8125		877				1.4108	324,484
Junior Preference Units:
8.00% Series B	7,367	184		2.00		15				1.020408	7,517
Total Convertible Preference Units/Interests	1,286,997	$	49,425			$	3,677	7.44	%		1,679,537

	Total Units (1)	Replacements		Avg. Per Unit		Building Improvements		Avg. Per Unit		Total		Avg. Per Unit
Established Properties (2)	148,198	$	43,850	$	296	$	63,303	$	427	$	107,153	$	723
New Acquisition Properties (3)	23,468	4,022		204		12,557		637		16,579		841
Other (4)	7,879	16,719				26,823				43,542
Total	179,545	$	64,591			$	102,683			$	167,274

Period	Total Number of OP Units Purchased (1)	Average Price Paid Per Unit (1)		Total Number of OP Units Purchased as Part of Publicly Announced Plans or Programs (1)	Dollar Value of OP Units that May Yet Be Purchased Under the Plans or Programs (1)
February 2006	719,800	$	43.76	719,800	$	553,499,067
March 2006	300,000	44.19		300,000	540,242,127
First Quarter 2006	1,019,800	$	43.89	1,019,800

10.1*	Revolving Credit Agreement dated as of August 30, 2005 among ERP Operating Limited Partnership, Bank of America, N.A., as administrative agent and a bank, Deutsche Bank Trust Company Americas, as syndication agent and a bank, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as documentation agent, and Merrill Lynch Bank USA, as a bank (the “Credit Agreement”).	Fourth amendment to Equity Residential 2002 Share Incentive Plan.
31.1
10.2*	~~Guaranty of Payment made as of August 30, 2005 between Equity Residential and Bank of America, N.A., as administrative agent for the banks party to the Credit Agreement.~~

10.3**	~~Summary of Changes to Equity Residential’s Trustee Compensation.~~

~~31.1~~	Certification of ~~Bruce W. Duncan,~~David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.
31.2
~~31.2~~	Certification of Donna Brandin, Chief Financial Officer of Registrant’s General Partner.
32.1
~~32.1~~	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of ~~Bruce W. Duncan,~~David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.
32.2
~~32.2~~	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Donna Brandin, Chief Financial Officer of Registrant’s General Partner.

*	~~Included as an exhibit to the Operating Partnership’s Form 8-K dated August 30, 2005, filed on September 2, 2005.~~

**	~~Included as an exhibit to the Operating Partnership’s Form 8-K dated September 21, 2005, filed on September 27, 2005.~~

				ERP OPERATING LIMITED PARTNERSHIP BY: EQUITY RESIDENTIAL ITS GENERAL PARTNER
			~~BY: EQUITY RESIDENTIAL~~
				~~ITS GENERAL PARTNER~~

Date:	~~November 7, 2005~~May 8, 2006			By:	~~/s/~~	/s/ Donna Brandin
				~~Donna Brandin~~
		Donna Brandin		Executive Vice President and
				Chief Financial Officer

Date:	~~November 7, 2005~~May 8, 2006			By:	~~/s/~~	/s/ Mark L. Wetzel

					Mark L. Wetzel
				Senior Vice President and
				Chief Accounting Officer

Exhibit		Document
31.1
~~31.1~~		Certification of ~~Bruce W. Duncan,~~David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.
31.2
~~31.2~~		Certification of Donna Brandin, Chief Financial Officer of Registrant’s General Partner.
32.1
~~32.1~~		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of ~~Bruce W. Duncan,~~David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.
32.2
~~32.2~~		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Donna Brandin, Chief Financial Officer of Registrant’s General Partner.