Filed pursuant to Rule 433
Registration No. 333-105850
ERP OPERATING LIMITED PARTNERSHIP
$400,000,000 5.375% NOTES
DUE AUGUST 1, 2016
FINAL PRICING TERMS – JANUARY 11, 2006
Issuer: |
| ERP Operating Limited Partnership |
Maturity: |
| August 1, 2016 |
Settlement Date: |
| January 19, 2006 |
Par Amount: |
| $400,000,000 |
Benchmark: |
| Treasury 4.500% due November 2015 |
Treasury Yield: |
| 4.456% |
Treasury Price: |
| $100-11 |
Reoffer Spread: |
| Ten year treasury plus 98 basis points |
Yield to Maturity: |
| 5.436% |
Public Offering Price: |
| 99.513% |
Net Proceeds: |
| $395,452,000 |
Interest Payment Dates: |
| Semi-annually on the 1st of each February and August |
First Coupon: |
| August 1, 2006 |
Make Whole: |
| Treasury rate plus 20 basis points |
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Joint-Lead/Joint-Book |
| J.P. Morgan Securities Inc. |
Co-Managers: |
| Commerzbank Capital Markets Corp. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling JPMorgan collect at 1-212-834-4533 or Wachovia Securities at 1-800-326-5897.