Item 15. Exhibits and Financial Statement Schedules.

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Item 15. Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Report:


(1)	Financial Statements: See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.


(2)	Exhibits: See the Exhibit Index.


(3)	Financial Statement Schedules: See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.

SIGNATURES

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



		EQUITY RESIDENTIAL

		By:	/s/ David J. Neithercut
			David J. Neithercut President and Chief Executive Officer (Principal Executive Officer)
		Date:	February 25, 2016



		ERP OPERATING LIMITED PARTNERSHIP BY: EQUITY RESIDENTIAL ITS GENERAL PARTNER

		By:	/s/ David J. Neithercut
			David J. Neithercut President and Chief Executive Officer (Principal Executive Officer)
		Date:	February 25, 2016

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

POWER OF ATTORNEY

KNOW ALL MEN/WOMEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints David J. Neithercut, Mark J. Parrell and Ian S. Kaufman, or any of them, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in any and all capacities, to do all acts and things which said attorneys and agents, or any of them, deem advisable to enable the company to comply with the Securities Exchange Act of 1934, as amended, and any requirements or regulations of the Securities and Exchange Commission in respect thereof, in connection with the company’s filing of an annual report on Form 10-K for the company’s fiscal year 2015, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign his or her name as a trustee or officer, or both, of the company, as indicated below opposite his or her signature, to the Form 10-K, and any amendment thereto; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each registrant and in the capacities set forth below and on the dates indicated:



Name	Title	Date

/s/ David J. Neithercut	President, Chief Executive Officer and Trustee	February 25, 2016
David J. Neithercut	(Principal Executive Officer)

/s/ Mark J. Parrell	Executive Vice President and Chief Financial Officer	February 25, 2016
Mark J. Parrell	(Principal Financial Officer)

/s/ Ian S. Kaufman	Senior Vice President and Chief Accounting Officer	February 25, 2016
Ian S. Kaufman	(Principal Accounting Officer)

/s/ John W. Alexander	Trustee	February 25, 2016
John W. Alexander

/s/ Charles L. Atwood	Trustee	February 25, 2016
Charles L. Atwood

/s/ Linda Walker Bynoe	Trustee	February 25, 2016
Linda Walker Bynoe

/s/ Connie K. Duckworth	Trustee	February 25, 2016
Connie K. Duckworth

/s/ Mary Kay Haben	Trustee	February 25, 2016
Mary Kay Haben

/s/ Bradley A. Keywell	Trustee	February 25, 2016
Bradley A. Keywell

/s/ John E. Neal	Trustee	February 25, 2016
John E. Neal

/s/ Mark S. Shapiro	Trustee	February 25, 2016
Mark S. Shapiro

/s/ Stephen E. Sterrett	Trustee	February 25, 2016
Stephen E. Sterrett

/s/ B. Joseph White	Trustee	February 25, 2016
B. Joseph White

/s/ Gerald A. Spector	Vice Chairman of the Board of Trustees	February 25, 2016
Gerald A. Spector

/s/ Samuel Zell	Chairman of the Board of Trustees	February 25, 2016
Samuel Zell

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP



		PAGE
FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT

Report of Independent Registered Public Accounting Firm (Equity Residential)		F-2

Report of Independent Registered Public Accounting Firm (ERP Operating Limited Partnership)		F-3

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (Equity Residential)		F-4

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (ERP Operating Limited Partnership)		F-5

Financial Statements of Equity Residential:

Consolidated Balance Sheets as of December 31, 2015 and 2014		F-6

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2015, 2014 and 2013		F-7 to F-8

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013		F-9 to F-12

Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 2014 and 2013		F-13 to F-14

Financial Statements of ERP Operating Limited Partnership:

Consolidated Balance Sheets as of December 31, 2015 and 2014		F-15

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2015, 2014 and 2013		F-16 to F-17

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013		F-18 to F-21

Consolidated Statements of Changes in Capital for the years ended December 31, 2015, 2014 and 2013		F-22 to F-23

Notes to Consolidated Financial Statements of Equity Residential and ERP Operating Limited Partnership		F-24 to F-66

SCHEDULE FILED AS PART OF THIS REPORT

Schedule III – Real Estate and Accumulated Depreciation of Equity Residential and ERP Operating Limited Partnership		S-1 to S-14

All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the consolidated financial statements or notes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders

Equity Residential

We have audited the accompanying consolidated balance sheets of Equity Residential (the “Company”) as of December 31, 2015 and 2014 and the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Equity Residential at December 31, 2015 and 2014 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 11 to the consolidated financial statements, the Company changed its method for reporting discontinued operations as a result of the adoption of Accounting Standards Update No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," effective January 1, 2014.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Equity Residential’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2016 expressed an unqualified opinion thereon.



	/s/ ERNST & YOUNG LLP
	ERNST & YOUNG LLP

Chicago, Illinois
February 25, 2016

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

ERP Operating Limited Partnership

We have audited the accompanying consolidated balance sheets of ERP Operating Limited Partnership (the “Operating Partnership”) as of December 31, 2015 and 2014 and the related consolidated statements of operations and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ERP Operating Limited Partnership at December 31, 2015 and 2014 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 11 to the consolidated financial statements, the Operating Partnership changed its method for reporting discontinued operations as a result of the adoption of Accounting Standards Update No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," effective January 1, 2014.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ERP Operating Limited Partnership's internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2016 expressed an unqualified opinion thereon.



	/s/ ERNST & YOUNG LLP
	ERNST & YOUNG LLP

Chicago, Illinois
February 25, 2016

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Trustees and Shareholders

Equity Residential

We have audited Equity Residential’s (the “Company”) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO Criteria). Equity Residential’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Equity Residential maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO Criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Equity Residential as of December 31, 2015 and 2014 and the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2015 and our report dated February 25, 2016 expressed an unqualified opinion thereon.



	/s/ ERNST & YOUNG LLP
	ERNST & YOUNG LLP

Chicago, Illinois
February 25, 2016

F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Partners

ERP Operating Limited Partnership

We have audited ERP Operating Limited Partnership's (the “Operating Partnership”) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO Criteria). ERP Operating Limited Partnership's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership's internal control over financial reporting based on our audit.

In our opinion, ERP Operating Limited Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO Criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of ERP Operating Limited Partnership as of December 31, 2015 and 2014 and the related consolidated statements of operations and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2015 and our report dated February 25, 2016 expressed an unqualified opinion thereon.



	/s/ ERNST & YOUNG LLP
	ERNST & YOUNG LLP

Chicago, Illinois
February 25, 2016

F-5

EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share amounts)



	December 31, 2015			December 31, 2014
ASSETS
Investment in real estate
Land	$	5,864,046		$	6,295,404
Depreciable property	18,027,087			19,851,504
Projects under development	1,122,376			1,343,919
Land held for development	168,843			184,556
Investment in real estate	25,182,352			27,675,383
Accumulated depreciation	(4,905,406		)	(5,432,805		)
Investment in real estate, net	20,276,946			22,242,578
Real estate held for sale	2,181,135			—
Cash and cash equivalents	42,276			40,080
Investments in unconsolidated entities	68,101			105,434
Deposits – restricted	55,893			72,303
Escrow deposits – mortgage	56,946			48,085
Deferred financing costs, net	54,004			58,380
Other assets	422,027			383,754
Total assets	$	23,157,328		$	22,950,614

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,704,870		$	5,086,515
Notes, net	5,876,352			5,425,346
Line of credit and commercial paper	387,276			333,000
Accounts payable and accrued expenses	187,124			153,590
Accrued interest payable	85,221			89,540
Other liabilities	366,387			389,915
Security deposits	77,582			75,633
Distributions payable	209,378			188,566
Total liabilities	11,894,190			11,742,105

Commitments and contingencies

Redeemable Noncontrolling Interests – Operating Partnership	566,783			500,733
Equity:
Shareholders’ equity:
Preferred Shares of beneficial interest, $0.01 par value;
100,000,000 shares authorized; 745,600 shares issued and outstanding as of December 31, 2015 and 1,000,000 shares issued and outstanding as of December 31, 2014	37,280			50,000
Common Shares of beneficial interest, $0.01 par value;
1,000,000,000 shares authorized; 364,755,444 shares issued and outstanding as of December 31, 2015 and 362,855,454 shares issued and outstanding as of December 31, 2014	3,648			3,629
Paid in capital	8,572,365			8,536,340
Retained earnings	2,009,091			1,950,639
Accumulated other comprehensive (loss)	(152,016		)	(172,152		)
Total shareholders’ equity	10,470,368			10,368,456
Noncontrolling Interests:
Operating Partnership	221,379			214,411
Partially Owned Properties	4,608			124,909
Total Noncontrolling Interests	225,987			339,320
Total equity	10,696,355			10,707,776
Total liabilities and equity	$	23,157,328		$	22,950,614

See accompanying notes

F-6

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per share data)



	Year Ended December 31,
	2015			2014			2013
REVENUES
Rental income	$	2,736,578		$	2,605,311		$	2,378,004
Fee and asset management	8,387			9,437			9,698
Total revenues	2,744,965			2,614,748			2,387,702

EXPENSES
Property and maintenance	479,160			473,098			449,427
Real estate taxes and insurance	339,802			325,401			293,999
Property management	81,185			79,636			84,342
Fee and asset management	5,021			5,429			6,460
Depreciation	765,895			758,861			978,973
General and administrative	65,082			50,948			62,179
Total expenses	1,736,145			1,693,373			1,875,380

Operating income	1,008,820			921,375			512,322

Interest and other income	7,372			4,462			5,283
Other expenses	(2,942		)	(9,073		)	(29,630		)
Interest:
Expense incurred, net	(444,069		)	(457,191		)	(586,854		)
Amortization of deferred financing costs	(10,801		)	(11,088		)	(22,197		)
Income (loss) before income and other taxes, income (loss) from investments in unconsolidated entities, net gain (loss) on sales of real estate properties and land parcels and discontinued operations	558,380			448,485			(121,076		)
Income and other tax (expense) benefit	(917		)	(1,394		)	(1,169		)
Income (loss) from investments in unconsolidated entities	15,025			(7,952		)	(58,156		)
Net gain on sales of real estate properties	335,134			212,685			—
Net (loss) gain on sales of land parcels	(1		)	5,277			12,227
Income (loss) from continuing operations	907,621			657,101			(168,174		)
Discontinued operations, net	397			1,582			2,073,527
Net income	908,018			658,683			1,905,353
Net (income) loss attributable to Noncontrolling Interests:
Operating Partnership	(34,241		)	(24,831		)	(75,278		)
Partially Owned Properties	(3,657		)	(2,544		)	538
Net income attributable to controlling interests	870,120			631,308			1,830,613
Preferred distributions	(3,357		)	(4,145		)	(4,145		)
Premium on redemption of Preferred Shares	(3,486		)	—			—
Net income available to Common Shares	$	863,277		$	627,163		$	1,826,468

Earnings per share – basic:
Income (loss) from continuing operations available to Common Shares	$	2.37		$	1.73		$	(0.47	)
Net income available to Common Shares	$	2.37		$	1.74		$	5.16
Weighted average Common Shares outstanding	363,498			361,181			354,305

Earnings per share – diluted:
Income (loss) from continuing operations available to Common Shares	$	2.36		$	1.72		$	(0.47	)
Net income available to Common Shares	$	2.36		$	1.73		$	5.16
Weighted average Common Shares outstanding	380,620			377,735			354,305

Distributions declared per Common Share outstanding	$	2.21		$	2.00		$	1.85

See accompanying notes

F-7

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per share data)



	Year Ended December 31,
	2015			2014			2013
Comprehensive income:
Net income	$	908,018		$	658,683		$	1,905,353
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year	2,219			(33,306		)	18,771
Losses reclassified into earnings from other comprehensive income	18,244			16,868			20,141
Other comprehensive income (loss) – other instruments:
Unrealized holding gains arising during the year	—			—			583
(Gains) realized during the year	—			—			(2,122		)
Other comprehensive (loss) income – foreign currency:
Currency translation adjustments arising during the year	(327		)	(552		)	613
Other comprehensive income (loss)	20,136			(16,990		)	37,986
Comprehensive income	928,154			641,693			1,943,339
Comprehensive (income) attributable to Noncontrolling Interests	(38,668		)	(26,728		)	(76,204		)
Comprehensive income attributable to controlling interests	$	889,486		$	614,965		$	1,867,135

See accompanying notes

F-8

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)



	Year Ended December 31,
	2015			2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	908,018		$	658,683		$	1,905,353
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	765,895			758,861			1,013,353
Amortization of deferred financing costs	10,801			11,088			22,425
Amortization of above/below market leases	3,382			3,222			898
Amortization of discounts and premiums on debt	(9,492		)	(13,520		)	(156,439		)
Amortization of deferred settlements on derivative instruments	18,075			16,334			19,607
Write-off of pursuit costs	3,208			3,607			5,184
(Income) loss from investments in unconsolidated entities	(15,025		)	7,952			58,156
Distributions from unconsolidated entities – return on capital	4,741			5,570			2,481
Net (gain) on sales of investment securities and other investments	(526		)	(57		)	(4,203		)
Net (gain) on sales of real estate properties	(335,134		)	(212,685		)	—
Net loss (gain) on sales of land parcels	1			(5,277		)	(12,227		)
Net (gain) on sales of discontinued operations	—			(179		)	(2,036,505		)
Realized/unrealized loss (gain) on derivative instruments	3,055			(60		)	70
Compensation paid with Company Common Shares	34,607			27,543			35,474
Changes in assets and liabilities:
(Increase) decrease in deposits – restricted	(1,794		)	(1,740		)	3,684
Decrease in mortgage deposits	258			1,452			1,813
(Increase) decrease in other assets	(41,803		)	21,773			3,742
(Decrease) increase in accounts payable and accrued expenses	(1,667		)	17,797			6,229
(Decrease) increase in accrued interest payable	(4,319		)	11,231			(9,219		)
Increase in other liabilities	12,269			8,437			15,401
Increase (decrease) in security deposits	1,949			4,041			(6,361		)
Net cash provided by operating activities	1,356,499			1,324,073			868,916

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Archstone, net of cash acquired	—			—			(4,000,875		)
Investment in real estate – acquisitions	(331,336		)	(469,989		)	(108,308		)
Investment in real estate – development/other	(653,897		)	(530,387		)	(377,442		)
Capital expenditures to real estate	(182,113		)	(185,957		)	(135,816		)
Non-real estate capital additions	(3,991		)	(5,286		)	(4,134		)
Interest capitalized for real estate and unconsolidated entities under development	(59,885		)	(52,782		)	(47,321		)
Proceeds from disposition of real estate, net	504,748			522,647			4,551,454
Investments in unconsolidated entities	(23,019		)	(15,768		)	(66,471		)
Distributions from unconsolidated entities – return of capital	51,144			103,793			25,471
Proceeds from sale of investment securities and other investments	2,535			57			4,878
Decrease in deposits on real estate acquisitions and investments, net	17,874			33,004			143,694
(Increase) decrease in mortgage deposits	(531		)	798			7,893
Consolidation of previously unconsolidated properties	—			(44,796		)	—
Net cash (used for) investing activities	(678,471		)	(644,666		)	(6,977		)

See accompanying notes

F-9

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)



	Year Ended December 31,
	2015			2014			2013
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs	$	(6,425	)	$	(10,982	)	$	(16,526	)
Mortgage deposits	(8,588		)	(7,699		)	(5,631		)
Mortgage notes payable:
Proceeds	—			—			902,886
Lump sum payoffs	(359,244		)	(88,788		)	(2,532,682		)
Scheduled principal repayments	(9,275		)	(11,869		)	(12,658		)
Notes, net:
Proceeds	746,391			1,194,277			1,245,550
Lump sum payoffs	(300,000		)	(1,250,000		)	(400,000		)
Line of credit and commercial paper:
Line of credit proceeds	3,770,000			7,167,000			9,832,000
Line of credit repayments	(4,103,000		)	(6,949,000		)	(9,717,000		)
Commercial paper proceeds	3,931,227			—			—
Commercial paper repayments	(3,545,028		)	—			—
(Payments on) settlement of derivative instruments	(13,938		)	(758		)	(44,063		)
Proceeds from Employee Share Purchase Plan (ESPP)	4,404			3,392			3,401
Proceeds from exercise of options	59,508			82,573			17,252
Common Shares repurchased and retired	—			(1,777		)	—
Redemption of Preferred Shares	(12,720		)	—			—
Premium on redemption of Preferred Shares	(3,486		)	—			—
Payment of offering costs	(79		)	(41		)	(1,047		)
Other financing activities, net	(49		)	(49		)	(48		)
Acquisition of Noncontrolling Interests – Partially Owned Properties	—			(5,501		)	—
Contributions – Noncontrolling Interests – Partially Owned Properties	—			5,684			27,660
Contributions – Noncontrolling Interests – Operating Partnership	3			3			5
Distributions:
Common Shares	(784,748		)	(776,659		)	(681,610		)
Preferred Shares	(3,357		)	(4,145		)	(4,145		)
Noncontrolling Interests – Operating Partnership	(30,869		)	(30,744		)	(27,897		)
Noncontrolling Interests – Partially Owned Properties	(6,559		)	(7,778		)	(6,442		)
Net cash (used for) financing activities	(675,832		)	(692,861		)	(1,420,995		)
Net increase (decrease) in cash and cash equivalents	2,196			(13,454		)	(559,056		)
Cash and cash equivalents, beginning of year	40,080			53,534			612,590
Cash and cash equivalents, end of year	$	42,276		$	40,080		$	53,534

See accompanying notes

F-10

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)



	Year Ended December 31,
	2015			2014			2013
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	436,748		$	443,125		$	722,963
Net cash paid for income and other taxes	$	1,264		$	1,517		$	1,152
Real estate acquisitions/dispositions/other:
Mortgage loans assumed	$	—		$	28,910		$	—
Amortization of deferred financing costs:
Investment in real estate, net	$	—		$	—		$	(152	)
Deferred financing costs, net	$	10,801		$	11,088		$	22,577
Amortization of discounts and premiums on debt:
Mortgage notes payable	$	(13,126	)	$	(15,904	)	$	(158,625	)
Notes, net	$	2,557		$	2,384		$	2,186
Line of credit and commercial paper	$	1,077		$	—		$	—
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(169	)	$	(534	)	$	(534	)
Accumulated other comprehensive income	$	18,244		$	16,868		$	20,141
Write-off of pursuit costs:
Investment in real estate, net	$	2,804		$	2,541		$	4,956
Deposits – restricted	$	330		$	—		$	25
Other assets	$	74		$	1,066		$	203
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	(17,340	)	$	4,610		$	53,066
Other liabilities	$	2,315		$	3,342		$	5,090
Distributions from unconsolidated entities – return on capital:
Investments in unconsolidated entities	$	4,606		$	5,360		$	2,448
Other liabilities	$	135		$	210		$	33
Realized/unrealized loss (gain) on derivative instruments:
Other assets	$	(3,573	)	$	10,160		$	(17,139	)
Notes, net	$	2,058		$	1,597		$	(1,523	)
Other liabilities	$	2,351		$	21,489		$	(39	)
Accumulated other comprehensive income	$	2,219		$	(33,306	)	$	18,771
Acquisition of Archstone, net of cash acquired:
Investment in real estate, net	$	—		$	39,929		$	(8,687,355	)
Investments in unconsolidated entities	$	—		$	(33,993	)	$	(225,568	)
Deposits – restricted	$	—		$	—		$	(528	)
Escrow deposits – mortgage	$	—		$	—		$	(37,582	)
Deferred financing costs, net	$	—		$	—		$	(25,780	)
Other assets	$	—		$	(2,586	)	$	(215,622	)
Mortgage notes payable	$	—		$	—		$	3,076,876
Accounts payable and accrued expenses	$	—		$	(146	)	$	16,984
Accrued interest payable	$	—		$	—		$	11,305
Other liabilities	$	—		$	(3,204	)	$	117,299
Security deposits	$	—		$	—		$	10,965
Issuance of Common Shares	$	—		$	—		$	1,929,868
Noncontrolling Interests – Partially Owned Properties	$	—		$	—		$	28,263
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(59,885	)	$	(52,717	)	$	(45,533	)
Investments in unconsolidated entities	$	—		$	(65	)	$	(1,788	)
Investments in unconsolidated entities:
Investments in unconsolidated entities	$	(1,404	)	$	(6,318	)	$	(13,656	)
Other liabilities	$	(21,615	)	$	(9,450	)	$	(52,815	)

See accompanying notes

F-11

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)



	Year Ended December 31,
	2015			2014			2013
SUPPLEMENTAL INFORMATION (continued):
Consolidation of previously unconsolidated properties:
Investment in real estate, net	$	—		$	(64,319	)	$	—
Investments in unconsolidated entities	$	—		$	(847	)	$	—
Accounts payable and accrued expenses	$	—		$	1,987		$	—
Other liabilities	$	—		$	18,383		$	—
(Payments on) settlement of derivative instruments:
Other assets	$	1,848		$	6,623		$	(50	)
Other liabilities	$	(15,786	)	$	(7,381	)	$	(44,013	)
Other:
Foreign currency translation adjustments	$	327		$	552		$	(613	)

See accompanying notes

F-12

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands)



	Year Ended December 31,
SHAREHOLDERS’ EQUITY	2015			2014			2013

PREFERRED SHARES
Balance, beginning of year	$	50,000		$	50,000		$	50,000
Partial redemption of 8.29% Series K Cumulative Redeemable	(12,720		)	—			—
Balance, end of year	$	37,280		$	50,000		$	50,000

COMMON SHARES, $0.01 PAR VALUE
Balance, beginning of year	$	3,629		$	3,605		$	3,251
Conversion of OP Units into Common Shares	2			1			1
Issuance of Common Shares	—			—			345
Exercise of share options	14			21			5
Employee Share Purchase Plan (ESPP)	1			—			1
Share-based employee compensation expense:
Restricted shares	2			2			2
Balance, end of year	$	3,648		$	3,629		$	3,605

PAID IN CAPITAL
Balance, beginning of year	$	8,536,340		$	8,561,500		$	6,542,355
Common Share Issuance:
Conversion of OP Units into Common Shares	4,964			2,364			1,698
Issuance of Common Shares	—			—			1,929,523
Exercise of share options	59,494			82,552			17,247
Employee Share Purchase Plan (ESPP)	4,403			3,392			3,400
Conversion of restricted shares to restricted units	(70		)	—			—
Share-based employee compensation expense:
Restricted shares	15,064			9,902			13,262
Share options	3,756			7,349			10,514
ESPP discount	884			859			632
Common Shares repurchased and retired	—			(1,777		)	—
Offering costs	(79		)	(41		)	(1,047		)
Supplemental Executive Retirement Plan (SERP)	1,380			7,374			(422		)
Acquisition of Noncontrolling Interests – Partially Owned Properties	—			(2,308		)	—
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership	(64,378		)	(139,818		)	79,667
Adjustment for Noncontrolling Interests ownership in Operating Partnership	10,607			4,992			(35,329		)
Balance, end of year	$	8,572,365		$	8,536,340		$	8,561,500

RETAINED EARNINGS
Balance, beginning of year	$	1,950,639		$	2,047,258		$	887,355
Net income attributable to controlling interests	870,120			631,308			1,830,613
Common Share distributions	(804,825		)	(723,782		)	(666,565		)
Preferred Share distributions	(3,357		)	(4,145		)	(4,145		)
Premium on redemption of Preferred Shares – cash charge	(3,486		)	—			—
Balance, end of year	$	2,009,091		$	1,950,639		$	2,047,258

See accompanying notes

F-13

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

(Amounts in thousands)



	Year Ended December 31,
SHAREHOLDERS’ EQUITY (continued)	2015			2014			2013

ACCUMULATED OTHER COMPREHENSIVE (LOSS)
Balance, beginning of year	$	(172,152	)	$	(155,162	)	$	(193,148	)
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year	2,219			(33,306		)	18,771
Losses reclassified into earnings from other comprehensive income	18,244			16,868			20,141
Accumulated other comprehensive income (loss) – other instruments:
Unrealized holding gains arising during the year	—			—			583
(Gains) realized during the year	—			—			(2,122		)
Accumulated other comprehensive (loss) income – foreign currency:
Currency translation adjustments arising during the year	(327		)	(552		)	613
Balance, end of year	$	(152,016	)	$	(172,152	)	$	(155,162	)

NONCONTROLLING INTERESTS

OPERATING PARTNERSHIP
Balance, beginning of year	$	214,411		$	211,412		$	159,606
Issuance of restricted units to Noncontrolling Interests	3			3			5
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner	(4,966		)	(2,365		)	(1,699		)
Conversion of restricted shares to restricted units	70			—			—
Equity compensation associated with Noncontrolling Interests	21,503			11,969			13,609
Net income attributable to Noncontrolling Interests	34,241			24,831			75,278
Distributions to Noncontrolling Interests	(31,604		)	(28,676		)	(26,277		)
Change in carrying value of Redeemable Noncontrolling Interests – Operating Partnership	(1,672		)	2,229			(44,439		)
Adjustment for Noncontrolling Interests ownership in Operating Partnership	(10,607		)	(4,992		)	35,329
Balance, end of year	$	221,379		$	214,411		$	211,412

PARTIALLY OWNED PROPERTIES
Balance, beginning of year	$	124,909		$	126,583		$	77,688
Net income (loss) attributable to Noncontrolling Interests	3,657			2,544			(538		)
Contributions by Noncontrolling Interests	—			5,684			27,660
Distributions to Noncontrolling Interests	(6,608		)	(7,827		)	(6,490		)
Acquisition of Archstone	—			—			28,263
Acquisition of Noncontrolling Interests – Partially Owned Properties	—			(2,244		)	—
Deconsolidation of previously consolidated Noncontrolling Interests	(117,350		)	—			—
Other	—			169			—
Balance, end of year	$	4,608		$	124,909		$	126,583

See accompanying notes

F-14

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)



	December 31, 2015			December 31, 2014
ASSETS
Investment in real estate
Land	$	5,864,046		$	6,295,404
Depreciable property	18,027,087			19,851,504
Projects under development	1,122,376			1,343,919
Land held for development	168,843			184,556
Investment in real estate	25,182,352			27,675,383
Accumulated depreciation	(4,905,406		)	(5,432,805		)
Investment in real estate, net	20,276,946			22,242,578
Real estate held for sale	2,181,135			—
Cash and cash equivalents	42,276			40,080
Investments in unconsolidated entities	68,101			105,434
Deposits – restricted	55,893			72,303
Escrow deposits – mortgage	56,946			48,085
Deferred financing costs, net	54,004			58,380
Other assets	422,027			383,754
Total assets	$	23,157,328		$	22,950,614

LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable	$	4,704,870		$	5,086,515
Notes, net	5,876,352			5,425,346
Line of credit and commercial paper	387,276			333,000
Accounts payable and accrued expenses	187,124			153,590
Accrued interest payable	85,221			89,540
Other liabilities	366,387			389,915
Security deposits	77,582			75,633
Distributions payable	209,378			188,566
Total liabilities	11,894,190			11,742,105

Commitments and contingencies

Redeemable Limited Partners	566,783			500,733
Capital:
Partners' Capital:
Preference Units	37,280			50,000
General Partner	10,585,104			10,490,608
Limited Partners	221,379			214,411
Accumulated other comprehensive (loss)	(152,016		)	(172,152		)
Total partners' capital	10,691,747			10,582,867
Noncontrolling Interests – Partially Owned Properties	4,608			124,909
Total capital	10,696,355			10,707,776
Total liabilities and capital	$	23,157,328		$	22,950,614

See accompanying notes

F-15

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per Unit data)



	Year Ended December 31,
	2015			2014			2013
REVENUES
Rental income	$	2,736,578		$	2,605,311		$	2,378,004
Fee and asset management	8,387			9,437			9,698
Total revenues	2,744,965			2,614,748			2,387,702

EXPENSES
Property and maintenance	479,160			473,098			449,427
Real estate taxes and insurance	339,802			325,401			293,999
Property management	81,185			79,636			84,342
Fee and asset management	5,021			5,429			6,460
Depreciation	765,895			758,861			978,973
General and administrative	65,082			50,948			62,179
Total expenses	1,736,145			1,693,373			1,875,380

Operating income	1,008,820			921,375			512,322
Interest and other income	7,372			4,462			5,283
Other expenses	(2,942		)	(9,073		)	(29,630		)
Interest:
Expense incurred, net	(444,069		)	(457,191		)	(586,854		)
Amortization of deferred financing costs	(10,801		)	(11,088		)	(22,197		)
Income (loss) before income and other taxes, income (loss) from investments in unconsolidated entities, net gain (loss) on sales of real estate properties and land parcels and discontinued operations	558,380			448,485			(121,076		)
Income and other tax (expense) benefit	(917		)	(1,394		)	(1,169		)
Income (loss) from investments in unconsolidated entities	15,025			(7,952		)	(58,156		)
Net gain on sales of real estate properties	335,134			212,685			—
Net (loss) gain on sales of land parcels	(1		)	5,277			12,227
Income (loss) from continuing operations	907,621			657,101			(168,174		)
Discontinued operations, net	397			1,582			2,073,527
Net income	908,018			658,683			1,905,353
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(3,657		)	(2,544		)	538
Net income attributable to controlling interests	$	904,361		$	656,139		$	1,905,891
ALLOCATION OF NET INCOME:
Preference Units	$	3,357		$	4,145		$	4,145
Premium on redemption of Preference Units	$	3,486		$	—		$	—

General Partner	$	863,277		$	627,163		$	1,826,468
Limited Partners	34,241			24,831			75,278
Net income available to Units	$	897,518		$	651,994		$	1,901,746

Earnings per Unit – basic:
Income (loss) from continuing operations available to Units	$	2.37		$	1.73		$	(0.47	)
Net income available to Units	$	2.37		$	1.74		$	5.16
Weighted average Units outstanding	377,074			374,899			368,038

Earnings per Unit – diluted:
Income (loss) from continuing operations available to Units	$	2.36		$	1.72		$	(0.47	)
Net income available to Units	$	2.36		$	1.73		$	5.16
Weighted average Units outstanding	380,620			377,735			368,038

Distributions declared per Unit outstanding	$	2.21		$	2.00		$	1.85

See accompanying notes

F-16

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per Unit data)



	Year Ended December 31,
	2015			2014			2013
Comprehensive income:
Net income	$	908,018		$	658,683		$	1,905,353
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year	2,219			(33,306		)	18,771
Losses reclassified into earnings from other comprehensive income	18,244			16,868			20,141
Other comprehensive income (loss) – other instruments:
Unrealized holding gains arising during the year	—			—			583
(Gains) realized during the year	—			—			(2,122		)
Other comprehensive (loss) income – foreign currency:
Currency translation adjustments arising during the year	(327		)	(552		)	613
Other comprehensive income (loss)	20,136			(16,990		)	37,986
Comprehensive income	928,154			641,693			1,943,339
Comprehensive (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(3,657		)	(2,544		)	538
Comprehensive income attributable to controlling interests	$	924,497		$	639,149		$	1,943,877

See accompanying notes

F-17

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)



	Year Ended December 31,
	2015			2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	908,018		$	658,683		$	1,905,353
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	765,895			758,861			1,013,353
Amortization of deferred financing costs	10,801			11,088			22,425
Amortization of above/below market leases	3,382			3,222			898
Amortization of discounts and premiums on debt	(9,492		)	(13,520		)	(156,439		)
Amortization of deferred settlements on derivative instruments	18,075			16,334			19,607
Write-off of pursuit costs	3,208			3,607			5,184
(Income) loss from investments in unconsolidated entities	(15,025		)	7,952			58,156
Distributions from unconsolidated entities – return on capital	4,741			5,570			2,481
Net (gain) on sales of investment securities and other investments	(526		)	(57		)	(4,203		)
Net (gain) on sales of real estate properties	(335,134		)	(212,685		)	—
Net loss (gain) on sales of land parcels	1			(5,277		)	(12,227		)
Net (gain) on sales of discontinued operations	—			(179		)	(2,036,505		)
Realized/unrealized loss (gain) on derivative instruments	3,055			(60		)	70
Compensation paid with Company Common Shares	34,607			27,543			35,474
Changes in assets and liabilities:
(Increase) decrease in deposits – restricted	(1,794		)	(1,740		)	3,684
Decrease in mortgage deposits	258			1,452			1,813
(Increase) decrease in other assets	(41,803		)	21,773			3,742
(Decrease) increase in accounts payable and accrued expenses	(1,667		)	17,797			6,229
(Decrease) increase in accrued interest payable	(4,319		)	11,231			(9,219		)
Increase in other liabilities	12,269			8,437			15,401
Increase (decrease) in security deposits	1,949			4,041			(6,361		)
Net cash provided by operating activities	1,356,499			1,324,073			868,916

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Archstone, net of cash acquired	—			—			(4,000,875		)
Investment in real estate – acquisitions	(331,336		)	(469,989		)	(108,308		)
Investment in real estate – development/other	(653,897		)	(530,387		)	(377,442		)
Capital expenditures to real estate	(182,113		)	(185,957		)	(135,816		)
Non-real estate capital additions	(3,991		)	(5,286		)	(4,134		)
Interest capitalized for real estate and unconsolidated entities under development	(59,885		)	(52,782		)	(47,321		)
Proceeds from disposition of real estate, net	504,748			522,647			4,551,454
Investments in unconsolidated entities	(23,019		)	(15,768		)	(66,471		)
Distributions from unconsolidated entities – return of capital	51,144			103,793			25,471
Proceeds from sale of investment securities and other investments	2,535			57			4,878
Decrease in deposits on real estate acquisitions and investments, net	17,874			33,004			143,694
(Increase) decrease in mortgage deposits	(531		)	798			7,893
Consolidation of previously unconsolidated properties	—			(44,796		)	—
Net cash (used for) investing activities	(678,471		)	(644,666		)	(6,977		)

See accompanying notes

F-18

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)



	Year Ended December 31,
	2015			2014			2013
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs	$	(6,425	)	$	(10,982	)	$	(16,526	)
Mortgage deposits	(8,588		)	(7,699		)	(5,631		)
Mortgage notes payable:
Proceeds	—			—			902,886
Lump sum payoffs	(359,244		)	(88,788		)	(2,532,682		)
Scheduled principal repayments	(9,275		)	(11,869		)	(12,658		)
Notes, net:
Proceeds	746,391			1,194,277			1,245,550
Lump sum payoffs	(300,000		)	(1,250,000		)	(400,000		)
Line of credit and commercial paper:
Line of credit proceeds	3,770,000			7,167,000			9,832,000
Line of credit repayments	(4,103,000		)	(6,949,000		)	(9,717,000		)
Commercial paper proceeds	3,931,227			—			—
Commercial paper repayments	(3,545,028		)	—			—
(Payments on) settlement of derivative instruments	(13,938		)	(758		)	(44,063		)
Proceeds from EQR's Employee Share Purchase Plan (ESPP)	4,404			3,392			3,401
Proceeds from exercise of EQR options	59,508			82,573			17,252
OP units repurchased and retired	—			(1,777		)	—
Redemption of Preference Units	(12,720		)	—			—
Premium on redemption of Preference Units	(3,486		)	—			—
Payment of offering costs	(79		)	(41		)	(1,047		)
Other financing activities, net	(49		)	(49		)	(48		)
Acquisition of Noncontrolling Interests – Partially Owned Properties	—			(5,501		)	—
Contributions – Noncontrolling Interests – Partially Owned Properties	—			5,684			27,660
Contributions – Limited Partners	3			3			5
Distributions:
OP Units – General Partner	(784,748		)	(776,659		)	(681,610		)
Preference Units	(3,357		)	(4,145		)	(4,145		)
OP Units – Limited Partners	(30,869		)	(30,744		)	(27,897		)
Noncontrolling Interests – Partially Owned Properties	(6,559		)	(7,778		)	(6,442		)
Net cash (used for) financing activities	(675,832		)	(692,861		)	(1,420,995		)
Net increase (decrease) in cash and cash equivalents	2,196			(13,454		)	(559,056		)
Cash and cash equivalents, beginning of year	40,080			53,534			612,590
Cash and cash equivalents, end of year	$	42,276		$	40,080		$	53,534

See accompanying notes

F-19

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)



	Year Ended December 31,
	2015			2014			2013
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	436,748		$	443,125		$	722,963
Net cash paid for income and other taxes	$	1,264		$	1,517		$	1,152
Real estate acquisitions/dispositions/other:
Mortgage loans assumed	$	—		$	28,910		$	—
Amortization of deferred financing costs:
Investment in real estate, net	$	—		$	—		$	(152	)
Deferred financing costs, net	$	10,801		$	11,088		$	22,577
Amortization of discounts and premiums on debt:
Mortgage notes payable	$	(13,126	)	$	(15,904	)	$	(158,625	)
Notes, net	$	2,557		$	2,384		$	2,186
Line of credit and commercial paper	$	1,077		$	—		$	—
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(169	)	$	(534	)	$	(534	)
Accumulated other comprehensive income	$	18,244		$	16,868		$	20,141
Write-off of pursuit costs:
Investment in real estate, net	$	2,804		$	2,541		$	4,956
Deposits – restricted	$	330		$	—		$	25
Other assets	$	74		$	1,066		$	203
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	(17,340	)	$	4,610		$	53,066
Other liabilities	$	2,315		$	3,342		$	5,090
Distributions from unconsolidated entities – return on capital:
Investments in unconsolidated entities	$	4,606		$	5,360		$	2,448
Other liabilities	$	135		$	210		$	33
Realized/unrealized loss (gain) on derivative instruments:
Other assets	$	(3,573	)	$	10,160		$	(17,139	)
Notes, net	$	2,058		$	1,597		$	(1,523	)
Other liabilities	$	2,351		$	21,489		$	(39	)
Accumulated other comprehensive income	$	2,219		$	(33,306	)	$	18,771
Acquisition of Archstone, net of cash acquired:
Investment in real estate, net	$	—		$	39,929		$	(8,687,355	)
Investments in unconsolidated entities	$	—		$	(33,993	)	$	(225,568	)
Deposits – restricted	$	—		$	—		$	(528	)
Escrow deposits – mortgage	$	—		$	—		$	(37,582	)
Deferred financing costs, net	$	—		$	—		$	(25,780	)
Other assets	$	—		$	(2,586	)	$	(215,622	)
Mortgage notes payable	$	—		$	—		$	3,076,876
Accounts payable and accrued expenses	$	—		$	(146	)	$	16,984
Accrued interest payable	$	—		$	—		$	11,305
Other liabilities	$	—		$	(3,204	)	$	117,299
Security deposits	$	—		$	—		$	10,965
Issuance of OP Units	$	—		$	—		$	1,929,868
Noncontrolling Interests – Partially Owned Properties	$	—		$	—		$	28,263
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(59,885	)	$	(52,717	)	$	(45,533	)
Investments in unconsolidated entities	$	—		$	(65	)	$	(1,788	)
Investments in unconsolidated entities:
Investments in unconsolidated entities	$	(1,404	)	$	(6,318	)	$	(13,656	)
Other liabilities	$	(21,615	)	$	(9,450	)	$	(52,815	)

See accompanying notes

F-20

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)



	Year Ended December 31,
	2015			2014			2013
SUPPLEMENTAL INFORMATION (continued):
Consolidation of previously unconsolidated properties:
Investment in real estate, net	$	—		$	(64,319	)	$	—
Investments in unconsolidated entities	$	—		$	(847	)	$	—
Accounts payable and accrued expenses	$	—		$	1,987		$	—
Other liabilities	$	—		$	18,383		$	—
(Payments on) settlement of derivative instruments:
Other assets	$	1,848		$	6,623		$	(50	)
Other liabilities	$	(15,786	)	$	(7,381	)	$	(44,013	)
Other:
Foreign currency translation adjustments	$	327		$	552		$	(613	)

See accompanying notes

F-21

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(Amounts in thousands)



	Year Ended December 31,
PARTNERS' CAPITAL	2015			2014			2013

PREFERENCE UNITS
Balance, beginning of year	$	50,000		$	50,000		$	50,000
Partial redemption of 8.29% Series K Cumulative Redeemable	(12,720		)	—			—
Balance, end of year	$	37,280		$	50,000		$	50,000

GENERAL PARTNER
Balance, beginning of year	$	10,490,608		$	10,612,363		$	7,432,961
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner	4,966			2,365			1,699
Issuance of OP Units	—			—			1,929,868
Exercise of EQR share options	59,508			82,573			17,252
EQR's Employee Share Purchase Plan (ESPP)	4,404			3,392			3,401
Conversion of EQR restricted shares to restricted units	(70		)	—			—
Share-based employee compensation expense:
EQR restricted shares	15,066			9,904			13,264
EQR share options	3,756			7,349			10,514
EQR ESPP discount	884			859			632
OP Units repurchased and retired	—			(1,777		)	—
Net income available to Units – General Partner	863,277			627,163			1,826,468
OP Units – General Partner distributions	(804,825		)	(723,782		)	(666,565		)
Offering costs	(79		)	(41		)	(1,047		)
Supplemental Executive Retirement Plan (SERP)	1,380			7,374			(422		)
Acquisition of Noncontrolling Interests – Partially Owned Properties	—			(2,308		)	—
Change in market value of Redeemable Limited Partners	(64,378		)	(139,818		)	79,667
Adjustment for Limited Partners ownership in Operating Partnership	10,607			4,992			(35,329		)
Balance, end of year	$	10,585,104		$	10,490,608		$	10,612,363

LIMITED PARTNERS
Balance, beginning of year	$	214,411		$	211,412		$	159,606
Issuance of restricted units to Limited Partners	3			3			5
Conversion of OP Units held by Limited Partners into OP Units held by General Partner	(4,966		)	(2,365		)	(1,699		)
Conversion of EQR restricted shares to restricted units	70			—			—
Equity compensation associated with Units – Limited Partners	21,503			11,969			13,609
Net income available to Units – Limited Partners	34,241			24,831			75,278
Units – Limited Partners distributions	(31,604		)	(28,676		)	(26,277		)
Change in carrying value of Redeemable Limited Partners	(1,672		)	2,229			(44,439		)
Adjustment for Limited Partners ownership in Operating Partnership	(10,607		)	(4,992		)	35,329
Balance, end of year	$	221,379		$	214,411		$	211,412

ACCUMULATED OTHER COMPREHENSIVE (LOSS)
Balance, beginning of year	$	(172,152	)	$	(155,162	)	$	(193,148	)
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year	2,219			(33,306		)	18,771
Losses reclassified into earnings from other comprehensive income	18,244			16,868			20,141
Accumulated other comprehensive income (loss) – other instruments:
Unrealized holding gains arising during the year	—			—			583
(Gains) realized during the year	—			—			(2,122		)
Accumulated other comprehensive (loss) income – foreign currency:
Currency translation adjustments arising during the year	(327		)	(552		)	613
Balance, end of year	$	(152,016	)	$	(172,152	)	$	(155,162	)

See accompanying notes

F-22

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Continued)

(Amounts in thousands)



	Year Ended December 31,
	2015			2014			2013
NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
Balance, beginning of year	$	124,909		$	126,583		$	77,688
Net income (loss) attributable to Noncontrolling Interests	3,657			2,544			(538		)
Contributions by Noncontrolling Interests	—			5,684			27,660
Distributions to Noncontrolling Interests	(6,608		)	(7,827		)	(6,490		)
Acquisition of Archstone	—			—			28,263
Acquisition of Noncontrolling Interests – Partially Owned Properties	—			(2,244		)	—
Deconsolidation of previously consolidated Noncontrolling Interests	(117,350		)	—			—
Other	—			169			—
Balance, end of year	$	4,608		$	124,909		$	126,583

See accompanying notes

F-23

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.	Business

Equity Residential (“EQR”), a Maryland real estate investment trust (“REIT”) formed in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. 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 has elected to be taxed as a REIT. References to the "Company," "we," "us" or "our" mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the "Operating Partnership" mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.

EQR is the general partner of, and as of December 31, 2015 owned an approximate 96.2% ownership interest in, ERPOP. All of the Company's property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues public equity from time to time but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company's ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

As of December 31, 2015, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 394 properties located in 12 states and the District of Columbia consisting of 109,652 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):



	Properties	Apartment Units
Wholly Owned Properties	367	98,608
Master-Leased Properties – Consolidated	3	853
Partially Owned Properties – Consolidated	19	3,771
Partially Owned Properties – Unconsolidated	3	1,281
Military Housing	2	5,139
	394	109,652

The “Wholly Owned Properties” are accounted for under the consolidation method of accounting. The "Master-Leased Properties – Consolidated" are wholly owned by the Company but the entire project is leased to a third party corporate housing provider. These properties are consolidated and reflected as real estate assets while the master leases are accounted for as operating leases. The “Partially Owned Properties – Consolidated” are controlled by the Company but have partners with noncontrolling interests and are accounted for under the consolidation method of accounting. The “Partially Owned Properties – Unconsolidated” are controlled by the Company's partners but the Company has noncontrolling interests and are accounted for under the equity method of accounting. The “Military Housing” properties consist of investments in limited liability companies that, as a result of the terms of the operating agreements, are accounted for as management contract rights with all fees recognized as fee and asset management revenue.

The Company maintains long-term ground leases for 14 operating properties. The Company owns the building and improvements and leases the land underlying the improvements under long-term ground leases. The expiration dates for these leases range from 2026 through 2110. These properties are consolidated and reflected as real estate assets while the ground leases are accounted for as operating leases.


2.	Summary of Significant Accounting Policies

Basis of Presentation

Due to the Company’s ability as general partner to control either through ownership or by contract the Operating Partnership and its subsidiaries, the Operating Partnership and each such subsidiary has been consolidated with the Company for financial reporting purposes, except for three unconsolidated operating properties and our military housing properties.

F-24

Real Estate Assets and Depreciation of Investment in Real Estate

An acquiring entity is required to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. In addition, an acquiring entity is required to expense acquisition-related costs as incurred, value noncontrolling interests at fair value at the acquisition date and expense restructuring costs associated with an acquired business.

The Company allocates the purchase price of properties to net tangible and identified intangible assets acquired based on their fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets/liabilities acquired. The Company allocates the purchase price of acquired real estate to various components as follows:


•	Land – Based on actual purchase price adjusted to fair value (as necessary) if acquired separately or market research/comparables if acquired with an operating property.


•	Furniture, Fixtures and Equipment – Ranges between $10,000 and $25,000 per apartment unit acquired as an estimate of the fair value of the appliances and fixtures inside an apartment unit. The per-apartment unit amount applied depends on the economic age of the apartment building acquired. Depreciation is calculated on the straight-line method over an estimated useful life of five to ten years.


•	Lease Intangibles – The Company considers the value of acquired in-place leases and above/below market leases and the amortization period is the average remaining term of each respective acquired lease. In-place residential leases' average term at acquisition approximates six months. In-place retail leases' term at acquisition approximates the average remaining term of all acquired retail leases. See Note 4 for more information on above and below market leases.

•

Lease Intangibles – The Company considers the value of acquired in-place leases and above/below market leases and the amortization period is the average remaining term of each respective acquired lease. In-place residential leases' average term at acquisition approximates six months. In-place retail leases' term at acquisition approximates the average remaining term of all acquired retail leases. See Note 4 for more information on above and below market leases.


•	Other Intangible Assets – The Company considers whether it has acquired other intangible assets, including any customer relationship intangibles and the amortization period is the estimated useful life of the acquired intangible asset.


•	Building – Based on the fair value determined on an “as-if vacant” basis. Depreciation is calculated on the straight-line method over an estimated useful life of thirty years.


•	Site Improvements – Based on replacement cost, which approximates fair value. Depreciation is calculated on the straight-line method over an estimated useful life of eight years.


•	Long-Term Debt – The Company calculates the fair value by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings.

Replacements inside an apartment unit such as appliances and carpeting are depreciated over an estimated useful life of five to ten years. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred and significant renovations and improvements that improve and/or extend the useful life of the asset are capitalized over their estimated useful life, generally five to fifteen years. Initial direct leasing costs are expensed as incurred as such expense approximates the deferral and amortization of initial direct leasing costs over the lease terms. Property sales or dispositions are recorded when title transfers to unrelated third parties, contingencies have been removed and sufficient cash consideration has been received by the Company. Upon disposition, the related costs and accumulated depreciation are removed from the respective accounts. Any gain or loss on sale is recognized in accordance with accounting principles generally accepted in the United States.

The Company classifies real estate assets as real estate held for sale when it is probable a property will be disposed of (see below and Note 4 for further discussion).

The Company classifies properties under development and/or expansion and properties in the lease-up phase (including land) as construction-in-progress until construction has been completed and certificates of occupancy permits have been obtained.

Impairment of Long-Lived Assets

The Company periodically evaluates its long-lived assets, including its investments in real estate, for indicators of impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions and legal and environmental concerns, as well as the Company’s ability to hold and its intent with regard to

F-25

each asset. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted. If impairment indicators exist, the Company performs the following:


▪	For long-lived assets to be held and used, the Company compares the expected future undiscounted cash flows for the long-lived asset against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset.

▪

For long-lived assets to be held and used, the Company compares the expected future undiscounted cash flows for the long-lived asset against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset.


▪	For long-lived assets to be disposed of, an impairment loss is recognized when the estimated fair value of the asset, less the estimated cost to sell, is less than the carrying amount of the asset measured at the time that the Company has determined it will sell the asset. Long-lived assets held for sale and the related liabilities are separately reported, with the long-lived assets reported at the lower of their carrying amounts or their estimated fair values, less their costs to sell, and are not depreciated after reclassification to real estate held for sale.

▪

For long-lived assets to be disposed of, an impairment loss is recognized when the estimated fair value of the asset, less the estimated cost to sell, is less than the carrying amount of the asset measured at the time that the Company has determined it will sell the asset. Long-lived assets held for sale and the related liabilities are separately reported, with the long-lived assets reported at the lower of their carrying amounts or their estimated fair values, less their costs to sell, and are not depreciated after reclassification to real estate held for sale.

Cost Capitalization

See the Real Estate Assets and Depreciation of Investment in Real Estate section for a discussion of the Company’s policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. In addition, the Company capitalizes an allocation of the payroll and associated costs of employees directly responsible for and who spend their time on the execution and supervision of major capital and/or renovation projects. These costs are reflected on the balance sheets as increases to depreciable property.

For all development projects, the Company uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. The Company capitalizes interest, real estate taxes and insurance and payroll and associated costs for those individuals directly responsible for and who spend 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 sheets as construction-in-progress for each specific property. The Company 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 renovations at selected properties when additional incremental employees are hired.

During the years ended December 31, 2015, 2014 and 2013, the Company capitalized $22.3 million, $22.4 million and $16.5 million, respectively, of payroll and associated costs of employees directly responsible for and who spend their time on the execution and supervision of development activities as well as major capital and/or renovation projects.

Cash and Cash Equivalents

The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements purchased with a maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions. The combined account balances at one or more institutions typically exceed the Federal Depository Insurance Corporation (“FDIC”) insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the risk is not significant, as the Company does not anticipate the financial institutions’ non-performance.

Investment Securities

Investment securities are included in other assets in the consolidated balance sheets. These securities are classified as held-to-maturity and carried at amortized cost if management has the positive intent and ability to hold the securities to maturity. Otherwise, the securities are classified as available-for-sale and carried at estimated fair value with unrealized gains and losses included in accumulated other comprehensive (loss), a separate component of shareholders’ equity/partners' capital. As of December 31, 2015 and 2014, the Company did not hold any investment securities.

Deferred Financing Costs

Deferred financing costs include fees and costs incurred to obtain the Company’s line of credit and long-term financings. These costs are amortized over the terms of the related debt. Unamortized financing costs are written off when debt is retired before the maturity date. The accumulated amortization of such deferred financing costs was $45.4 million and $37.7 million at December 31, 2015 and 2014, respectively.

F-26

Fair Value of Financial Instruments, Including Derivative Instruments

The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments. The Company, 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 Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.

In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments. The Company may also use derivatives to manage its exposure to foreign exchange rates or manage commodity prices in the daily operations of the business.

The Company 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 Company has not sustained a material loss from these instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives it currently has in place.

The Company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. In addition, fair value adjustments will affect either shareholders’ equity/partners' capital or net income depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if so, the nature of the hedging activity. When the terms of an underlying transaction are modified, or when the underlying transaction is terminated or completed, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income each period until the instrument matures. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market each period. The Company does not use derivatives for trading or speculative purposes.

Revenue Recognition

Rental income attributable to residential leases is recorded on a straight-line basis, which is not materially different than if it were recorded when due from residents and recognized monthly as it was earned. 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. Rental income attributable to retail/commercial leases is also recorded on a straight-line basis. Retail/commercial leases generally have five to ten year lease terms with market based renewal options. Fee and asset management revenue and interest income are recorded on an accrual basis.

Share-Based Compensation

The Company expenses share-based compensation such as restricted shares, restricted units and share options. Any common share of beneficial interest, $0.01 par value per share (the "Common Shares") issued pursuant to EQR's incentive equity compensation and employee share purchase plans will result in ERPOP issuing units of partnership interest ("OP Units") to EQR on a one-for-one basis, with ERPOP receiving the net cash proceeds of such issuances. See Note 12 for further discussion.

The fair value of the option grants are recognized over the requisite service/vesting period of the options. The fair value for the Company's share options was estimated at the time the share options were granted using the Black-Scholes option pricing model with the primary grant in each year having the following weighted average assumptions:



	2015	2014	2013
Expected volatility (1)	26.6%	27.0%	26.9%
Expected life (2)	5 years	5 years	5 years
Expected dividend yield (3)	3.13%	3.78%	4.12%
Risk-free interest rate (4)	1.29%	1.50%	0.84%
Option valuation per share	$13.68	$9.12	$7.90


(1)	Expected volatility – Estimated based on the historical ten-year volatility of EQR’s share price measured on a monthly basis.


(2)	Expected life – Approximates the actual weighted average life of all share options granted since the Company went public in 1993.


(3)	Expected dividend yield – Calculated by averaging the historical annual yield on EQR shares for a period matching the expected life of each grant, with the annual yield calculated by dividing actual dividends by the average price of EQR’s shares in a given year.


(4)	Risk-free interest rate – The most current U.S. Treasury rate available prior to the grant date for a period matching the expected life of each grant.

F-27

The valuation method and assumptions are the same as those the Company used in accounting for option expense in its consolidated financial statements. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. This model is only one method of valuing options. Because the Company’s share options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, the actual value of the options to the recipient may be significantly different.

Income and Other Taxes

Due to the structure of EQR 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. In addition, ERPOP generally is not liable for federal income taxes as the partners recognize their proportionate share of income or loss in their tax returns; therefore no provision for federal income taxes has been made at the ERPOP level. Historically, the Company has generally only incurred certain state and local income, excise and franchise taxes. The Company has elected Taxable REIT Subsidiary (“TRS”) status for certain of its corporate subsidiaries and as a result, these entities will incur both federal and state income taxes on any taxable income of such entities after consideration of any net operating losses.

Deferred tax assets and liabilities applicable to the TRS are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates for which the temporary differences are expected to be recovered or settled. The effects of changes in tax rates on deferred tax assets and liabilities are recognized in earnings in the period enacted. The Company’s deferred tax assets are generally the result of tax affected suspended interest deductions, net operating losses, differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of December 31, 2015, the Company has recorded a deferred tax asset of approximately $40.8 million, which is fully offset by a valuation allowance due to the uncertainty of realization.

The Company provided for income, franchise and excise taxes allocated as follows in the consolidated statements of operations and comprehensive income for the years ended December 31, 2015, 2014 and 2013 (amounts in thousands):



	Year Ended December 31,
	2015		2014		2013
Income and other tax expense (benefit) (1)	$	917	$	1,394	$	1,169
Discontinued operations, net (2)	15		8		449
Provision for income, franchise and excise taxes (3)	$	932	$	1,402	$	1,618


(1)	Primarily includes state and local income, excise and franchise taxes.


(2)	Primarily represents state and local income, excise and franchise taxes on operating properties sold prior to January 1, 2014 and included in discontinued operations. The amounts included in discontinued operations for the years ending December 31, 2015 and 2014 represent trailing activity for properties sold in 2013 and prior years. None of the properties sold during the years ended December 31, 2015 and 2014 met the new criteria for reporting discontinued operations.

(2)

Primarily represents state and local income, excise and franchise taxes on operating properties sold prior to January 1, 2014 and included in discontinued operations. The amounts included in discontinued operations for the years ending December 31, 2015 and 2014 represent trailing activity for properties sold in 2013 and prior years. None of the properties sold during the years ended December 31, 2015 and 2014 met the new criteria for reporting discontinued operations.


(3)	All provisions for income tax amounts are current and none are deferred.

The Company’s TRSs have approximately $19.4 million of net operating loss ("NOL") carryforwards available as of January 1, 2016 that will expire between 2030 and 2032.

During the years ended December 31, 2015, 2014 and 2013, the Company’s tax treatment of dividends and distributions were as follows:



	Year Ended December 31,
	2015		2014		2013
Tax treatment of dividends and distributions:
Ordinary dividends	$	1.591	$	1.475	$	0.662
Qualified dividends	0.037		0.088		0.050
Long-term capital gain	0.443		0.280		0.870
Unrecaptured section 1250 gain	0.139		0.157		0.268
Dividends and distributions declared per
Common Share/Unit outstanding	$	2.210	$	2.000	$	1.850

F-28

The unaudited cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes as of December 31, 2015 and 2014 was approximately $17.0 billion and $16.7 billion, respectively.

Noncontrolling Interests

A noncontrolling interest in a subsidiary (minority interest) is in most cases an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and separate from the parent company's equity. In addition, consolidated net income is required to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and the amount of consolidated net income attributable to the parent and the noncontrolling interest are required to be disclosed on the face of the consolidated statements of operations and comprehensive income. See Note 3 for further discussion.

Operating Partnership: Net income is allocated to noncontrolling interests based on their respective ownership percentage of the Operating Partnership. The ownership percentage is calculated by dividing the number of OP Units held by the noncontrolling interests by the total OP Units held by the noncontrolling interests and EQR. Issuance of additional Common Shares and OP Units changes the ownership interests of both the noncontrolling interests and EQR. Such transactions and the related proceeds are treated as capital transactions.

Partially Owned Properties: The Company reflects noncontrolling interests in partially owned properties on the balance sheet for the portion of properties consolidated by the Company that are not wholly owned by the Company. The earnings or losses from those properties attributable to the noncontrolling interests are generally based on ownership percentage and are reflected as noncontrolling interests in partially owned properties in the consolidated statements of operations and comprehensive income.

Partners' Capital

The "Limited Partners" of ERPOP include various individuals and entities that contributed their properties to ERPOP in exchange for OP Units. The "General Partner" of ERPOP is EQR. Net income is allocated to the Limited Partners based on their respective ownership percentage of ERPOP. The ownership percentage is calculated by dividing the number of OP Units held by the Limited Partners by the total OP Units held by the Limited Partners and the General Partner. Issuance of additional Common Shares and OP Units changes the ownership interests of both the Limited Partners and EQR. Such transactions and the related proceeds are treated as capital transactions.

Redeemable Noncontrolling Interests – Operating Partnership / Redeemable Limited Partners

The Company classifies Redeemable Noncontrolling Interests – Operating Partnership / Redeemable Limited Partners in the mezzanine section of the consolidated balance sheets for the portion of OP Units that EQR is required, either by contract or securities law, to deliver registered Common Shares to the exchanging OP Unit holder. The redeemable noncontrolling interest units / redeemable limited partner units are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. See Note 3 for further discussion.

Use of Estimates

In preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Reclassifications

Certain reclassifications considered necessary for a fair presentation have been made to the prior period financial statements in order to conform to the current year presentation. These reclassifications have not changed the results of operations or equity/capital.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the "FASB") issued a comprehensive new revenue recognition standard entitled Revenue from Contracts with Customers that will supersede nearly all existing revenue recognition guidance.

F-29

The new standard specifically excludes lease revenue. The new standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Companies will likely need to use more judgment and make more estimates than under current revenue recognition guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration, if any, to include in the transaction price and allocating the transaction price to each separate performance obligation. The new standard will be effective for the Company beginning on January 1, 2018 and early adoption will be permitted beginning on January 1, 2017. The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect recognized as of the date of adoption. The Company has not yet selected a transition method and is currently evaluating the impact of adopting the new standard on its consolidated results of operations and financial position.

In August 2014, the FASB issued a new standard that will explicitly require management to assess an entity's ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. In connection with each annual and interim period, management will assess whether there is substantial doubt about an entity's ability to continue as a going concern within one year after the issuance date. Disclosures will be required if conditions give rise to substantial doubt. However, to determine the specific disclosures, management will need to assess whether its plans will alleviate substantial doubt. The new standard is effective for the annual period ending after December 15, 2016 and for interim periods thereafter. The Company does not expect that this will have a material effect on its consolidated results of operations or financial position.

In February 2015, the FASB issued new consolidation guidance which makes changes to both the variable interest model and the voting model. Among other changes, the new standard specifically eliminates the presumption in the current voting model that a general partner controls a limited partnership or similar entity unless that presumption can be overcome. Generally, only a single limited partner that is able to exercise substantive kick-out rights will consolidate. The Company adopted the new standard as required effective January 1, 2016. While adoption of the new standard did not result in any changes to conclusions about whether a joint venture was consolidated or unconsolidated, the Company has determined that certain of its joint ventures will now qualify as variable interest entities and therefore will require additional disclosures.

In April 2015, the FASB issued a new standard which requires companies to present debt financing costs as a direct deduction from the carrying amount of the associated debt liability rather than as an asset, consistent with the presentation of debt discounts on the consolidated balance sheets. Companies will be permitted to present debt issuance costs related to line of credit arrangements as an asset and amortize these costs over the term of the arrangement, regardless of whether there are any outstanding borrowings on the arrangement. The new standard must be applied retrospectively to all prior periods presented in the consolidated financial statements. The Company adopted this standard as required effective January 1, 2016 and other than presentation on the consolidated balance sheets, it did not have a material effect on its consolidated results of operations or financial position.

In January 2016, the FASB issued a new standard which requires companies to measure all equity securities with readily determinable fair values at fair value on the balance sheet, with changes in fair value recognized in net income. The new standard will be effective for the Company beginning on January 1, 2018. The Company does not expect that this will have a material effect on its consolidated results of operations or financial position.

Other

The Company is the controlling partner in various consolidated partnerships owning 19 properties and 3,771 apartment units having a noncontrolling interest book value of $4.6 million at December 31, 2015. The Company is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries. Of the consolidated entities described above, the Company is the controlling partner in limited-life partnerships owning six properties having a noncontrolling interest deficit balance of $11.5 million. These six partnership agreements contain provisions that require the partnerships to be liquidated through the sale of their assets upon reaching a date specified in each respective partnership agreement. The Company, as controlling partner, has an obligation to cause the property owning partnerships to distribute the proceeds of liquidation to the Noncontrolling Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of their assets warrant a distribution based on the partnership agreements. As of December 31, 2015, the Company estimates the value of Noncontrolling Interest distributions for these six properties would have been approximately $75.1 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 six 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 December 31, 2015 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 Noncontrolling Interests in the Company's Partially Owned Properties is subject to change. To the extent that the partnerships' underlying assets are worth less than the underlying liabilities, the Company has no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.

F-30


3.	Equity, Capital and Other Interests

Equity and Redeemable Noncontrolling Interests of Equity Residential

The following tables present the changes in the Company’s issued and outstanding Common Shares and “Units” (which includes OP Units and restricted units (formerly known as Long-Term Incentive Plan ("LTIP") Units)) for the years ended December 31, 2015, 2014 and 2013:



	2015		2014		2013
Common Shares
Common Shares outstanding at January 1,	362,855,454		360,479,260		325,054,654
Common Shares Issued:
Conversion of OP Units	208,307		94,671		67,939
Issuance of Common Shares	—		—		34,468,085
Exercise of share options	1,456,363		2,086,380		586,017
Employee Share Purchase Plan (ESPP)	68,462		68,807		73,468
Restricted share grants, net	168,142		169,722		229,097
Common Shares Other:
Conversion of restricted shares to restricted units	(1,284	)	(12,146	)	—
Repurchased and retired	—		(31,240	)	—
Common Shares outstanding at December 31,	364,755,444		362,855,454		360,479,260
Units
Units outstanding at January 1,	14,298,691		14,180,376		13,968,758
Restricted unit grants, net	335,496		200,840		279,557
Conversion of restricted shares to restricted units	1,284		12,146		—
Conversion of OP Units to Common Shares	(208,307	)	(94,671	)	(67,939	)
Units outstanding at December 31,	14,427,164		14,298,691		14,180,376
Total Common Shares and Units outstanding at December 31,	379,182,608		377,154,145		374,659,636
Units Ownership Interest in Operating Partnership	3.8	%	3.8	%	3.8	%

The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of restricted units, are collectively referred to as the “Noncontrolling Interests – Operating Partnership”. Subject to certain exceptions (including the “book-up” requirements of restricted units), the Noncontrolling Interests – Operating Partnership may exchange their Units with EQR for Common Shares on a one-for-one basis. The carrying value of the Noncontrolling Interests – Operating Partnership (including redeemable interests) is allocated based on the number of Noncontrolling Interests – Operating Partnership Units in total in proportion to the number of Noncontrolling Interests – Operating Partnership Units in total plus the number of Common Shares. Net income is allocated to the Noncontrolling Interests – Operating Partnership based on the weighted average ownership percentage during the period.

The Operating Partnership has the right but not the obligation to make a cash payment instead of issuing Common Shares to any and all holders of Noncontrolling Interests – Operating Partnership Units requesting an exchange of their OP Units with EQR. Once the Operating Partnership elects not to redeem the Noncontrolling Interests – Operating Partnership Units for cash, EQR is obligated to deliver Common Shares to the exchanging holder of the Noncontrolling Interests – Operating Partnership Units.

The Noncontrolling Interests – Operating Partnership Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests – Operating Partnership are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership”. Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Noncontrolling Interests – Operating Partnership are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership Units that are classified in permanent equity at December 31, 2015 and 2014.

F-31

The carrying value of the Redeemable Noncontrolling Interests – Operating Partnership is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership Units in proportion to the number of Noncontrolling Interests – Operating Partnership Units in total. Such percentage of the total carrying value of Units which is ascribed to the Redeemable Noncontrolling Interests – Operating Partnership is then adjusted to the greater of carrying value or fair market value as described above. As of December 31, 2015, the Redeemable Noncontrolling Interests – Operating Partnership have a redemption value of approximately $566.8 million, which represents the value of Common Shares that would be issued in exchange with the Redeemable Noncontrolling Interests – Operating Partnership Units.

The following table presents the changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership for the years ended December 31, 2015, 2014 and 2013, respectively (amounts in thousands):



	2015		2014			2013
Balance at January 1,	$	500,733	$	363,144		$	398,372
Change in market value	64,378		139,818			(79,667		)
Change in carrying value	1,672		(2,229		)	44,439
Balance at December 31,	$	566,783	$	500,733		$	363,144

Net proceeds from EQR Common Share and Preferred Share (see definition below) offerings are contributed by EQR to ERPOP. 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). As a result, the net offering proceeds from Common Shares and Preferred Shares are allocated between shareholders’ equity and Noncontrolling Interests – Operating Partnership to account for the change in their respective percentage ownership of the underlying equity of ERPOP.

The Company’s declaration of trust authorizes it to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (the “Preferred Shares”), with specific rights, preferences and other attributes as the Board of Trustees may determine, which may include preferences, powers and rights that are senior to the rights of holders of the Company’s Common Shares.

The following table presents the Company’s issued and outstanding Preferred Shares as of December 31, 2015 and 2014:



				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Share (2)		December 31, 2015		December 31, 2014
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized:
8.29% Series K Cumulative Redeemable Preferred; liquidation value $50 per share; 745,600 shares issued and outstanding at December 31, 2015 and 1,000,000 shares issued and outstanding at December 31, 2014 (3) (4)	12/10/26		$4.145	$	37,280	$	50,000
				$	37,280	$	50,000


(1)	On or after the redemption date, redeemable preferred shares may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.


(2)	Dividends on Preferred Shares are payable quarterly.


(3)	Effective January 26, 2015, the Company repurchased and retired 196,400 Series K Preferred Shares with a par value of $9.82 million for total cash consideration of approximately $12.7 million. As a result of this partial redemption, the Company incurred a cash charge of approximately $2.8 million which was recorded as a premium on the redemption of Preferred Shares.


(4)	Effective November 12, 2015, the Company repurchased and retired 58,000 Series K Preferred Shares with a par value of $2.9 million for total cash consideration of approximately $3.6 million. As a result of this partial redemption, the Company incurred a cash charge of approximately $0.7 million which was recorded as a premium on the redemption of Preferred Shares.

Capital and Redeemable Limited Partners of ERP Operating Limited Partnership

The following tables present the changes in the Operating Partnership's issued and outstanding Units and in the limited partners' Units for the years ended December 31, 2015, 2014 and 2013:

F-32



	2015		2014		2013
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,	377,154,145		374,659,636		339,023,412
Issued to General Partner:
Issuance of OP Units	—		—		34,468,085
Exercise of EQR share options	1,456,363		2,086,380		586,017
EQR's Employee Share Purchase Plan (ESPP)	68,462		68,807		73,468
EQR's restricted share grants, net	168,142		169,722		229,097
Issued to Limited Partners:
Restricted unit grants, net	335,496		200,840		279,557
OP Units Other:
Repurchased and retired	—		(31,240	)	—
General and Limited Partner Units outstanding at December 31,	379,182,608		377,154,145		374,659,636
Limited Partner Units
Limited Partner Units outstanding at January 1,	14,298,691		14,180,376		13,968,758
Limited Partner restricted unit grants, net	335,496		200,840		279,557
Conversion of EQR restricted shares to restricted units	1,284		12,146		—
Conversion of Limited Partner OP Units to EQR Common Shares	(208,307	)	(94,671	)	(67,939	)
Limited Partner Units outstanding at December 31,	14,427,164		14,298,691		14,180,376
Limited Partner Units Ownership Interest in Operating Partnership	3.8	%	3.8	%	3.8	%

The Limited Partners of the Operating Partnership as of December 31, 2015 include various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of restricted units. Subject to certain exceptions (including the “book-up” requirements of restricted units), Limited Partners may exchange their Units with EQR for Common Shares on a one-for-one basis. The carrying value of the Limited Partner Units (including redeemable interests) is allocated based on the number of Limited Partner Units in total in proportion to the number of Limited Partner Units in total plus the number of General Partner Units. Net income is allocated to the Limited Partner Units based on the weighted average ownership percentage during the period.

The Operating Partnership has the right but not the obligation to make a cash payment instead of issuing Common Shares to any and all holders of Limited Partner Units requesting an exchange of their OP Units with EQR. Once the Operating Partnership elects not to redeem the Limited Partner Units for cash, EQR is obligated to deliver Common Shares to the exchanging limited partner.

The Limited Partner Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Limited Partner Units are differentiated and referred to as “Redeemable Limited Partner Units”. Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer's control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Limited Partner Units are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Limited Partner Units that are classified in permanent equity at December 31, 2015 and 2014.

The carrying value of the Redeemable Limited Partner Units is allocated based on the number of Redeemable Limited Partner Units in proportion to the number of Limited Partner Units in total. Such percentage of the total carrying value of Limited Partner Units which is ascribed to the Redeemable Limited Partner Units is then adjusted to the greater of carrying value or fair market value as described above. As of December 31, 2015, the Redeemable Limited Partner Units have a redemption value of approximately $566.8 million, which represents the value of Common Shares that would be issued in exchange with the Redeemable Limited Partner Units.

The following table presents the changes in the redemption value of the Redeemable Limited Partners for the years ended December 31, 2015, 2014 and 2013, respectively (amounts in thousands):

F-33



	2015		2014			2013
Balance at January 1,	$	500,733	$	363,144		$	398,372
Change in market value	64,378		139,818			(79,667		)
Change in carrying value	1,672		(2,229		)	44,439
Balance at December 31,	$	566,783	$	500,733		$	363,144

EQR contributes all net proceeds from its various equity offerings (including proceeds from exercise of options for Common Shares) to ERPOP. 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” as of December 31, 2015 and 2014:



				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Unit (2)		December 31, 2015		December 31, 2014
Preference Units:
8.29% Series K Cumulative Redeemable Preference Units; liquidation value $50 per unit; 745,600 units issued and outstanding at December 31, 2015 and 1,000,000 units issued and outstanding at December 31, 2014 (3) (4)	12/10/26		$4.145	$	37,280	$	50,000
				$	37,280	$	50,000


(1)	On or after the redemption date, redeemable preference units 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 Company Preferred Shares.


(2)	Dividends on Preference Units are payable quarterly.

(3)

Effective January 26, 2015, the Operating Partnership repurchased and retired 196,400 Series K Preference Units with a par value of $9.82 million for total cash consideration of approximately $12.7 million, in conjunction with the concurrent redemption of the corresponding Company Preferred Shares. As a result of this partial redemption, the Operating Partnership incurred a cash charge of approximately $2.8 million which was recorded as a premium on the redemption of Preference Units.

(4)

Effective November 12, 2015, the Operating Partnership repurchased and retired 58,000 Series K Preference Units with a par value of $2.9 million for total cash consideration of approximately $3.6 million, in conjunction with the concurrent redemption of the corresponding Company Preferred Shares. As a result of this partial redemption, the Operating Partnership incurred a cash charge of approximately $0.7 million which was recorded as a premium on the redemption of Preference Units.

Other

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC on July 30, 2013 and expires on July 30, 2016. Per the terms of ERPOP's partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP 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).

On February 27, 2013, the Company issued 34,468,085 Common Shares to an affiliate of Lehman Brothers Holdings Inc. as partial consideration for the portion of the Archstone Portfolio acquired by the Company (as discussed in Note 4 below). The shares had a total value of $1.9 billion based on the February 27, 2013 closing price of EQR Common Shares of $55.99 per share. Concurrent with this transaction, ERPOP issued 34,468,085 OP Units to EQR. On March 7, 2013, EQR filed a shelf registration statement relating to the resale of these shares by the selling shareholders.

In September 2009, the Company announced the establishment of an At-The-Market (“ATM”) share offering program which would allow EQR to sell Common Shares from time to time into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOP's partnership agreement, EQR contributes the net proceeds from all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). On July 30, 2013, the Board of Trustees approved an increase to the amount of shares which may be offered under the ATM program to 13.0 million Common Shares and extended the program maturity to July 2016. EQR has not issued any shares under this program since September 14, 2012.

F-34

Effective July 30, 2013, the Board of Trustees approved an increase and modification to the Company's share repurchase program to allow for the potential repurchase of up to 13.0 million Common Shares. Considering the repurchase activity for the year ended December 31, 2014 (see discussion below), EQR has remaining authorization to repurchase an additional 12,968,760 of its shares as of December 31, 2015.

During the year ended December 31, 2014, EQR repurchased 31,240 of its Common Shares at an average price of $56.87 per share for total consideration of $1.8 million. These shares were retired subsequent to the repurchases. Concurrent with these transactions, ERPOP repurchased and retired 31,240 OP Units previously issued to EQR. All of the shares repurchased during the year ended December 31, 2014 were repurchased from employees at the then current market prices to cover the minimum statutory tax withholding obligations related to the vesting of employees' restricted shares. No shares were repurchased during the years ended December 31, 2015 and 2013.

During the year ended December 31, 2014, the Company acquired all of its partners' interests in one consolidated partially owned property consisting of 268 apartment units and one consolidated partially owned land parcel for $5.5 million. In conjunction with these transactions, the Company reduced paid in capital (included in general partner's capital in the Operating Partnership's financial statements) by $2.3 million, Noncontrolling Interests – Partially Owned Properties by $2.2 million and other liabilities by $1.0 million.

During the year ended December 31, 2014, the Operating Partnership issued the 3.00% Series P Cumulative Redeemable Preference Units with a liquidation value of approximately $18.4 million in conjunction with the buyout of its partner's 95% interest in a previously unconsolidated development property. The Series P Preference Units are classified as a liability due in part to the fact that the holder can put the units back to the Operating Partnership for cash. Dividends are paid quarterly on the Series P Preference Units. See Note 4 for further discussion of the buyout.


4.	Real Estate, Real Estate Held for Sale and Lease Intangibles

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of December 31, 2015 and 2014 (amounts in thousands):



	2015			2014
Land	$	5,864,046		$	6,295,404
Depreciable property:
Buildings and improvements	16,336,829			17,974,337
Furniture, fixtures and equipment	1,207,098			1,365,276
In-Place lease intangibles	483,160			511,891
Projects under development:
Land	284,995			466,764
Construction-in-progress	837,381			877,155
Land held for development:
Land	120,007			145,366
Construction-in-progress	48,836			39,190
Investment in real estate	25,182,352			27,675,383
Accumulated depreciation	(4,905,406		)	(5,432,805		)
Investment in real estate, net	$	20,276,946		$	22,242,578

The following table summarizes the carrying amounts for the Company's above and below market ground and retail lease intangibles as of December 31, 2015 and 2014 (amounts in thousands):

F-35



Description	Balance Sheet Location	2015			2014
Assets
Ground lease intangibles – below market	Other Assets	$	178,251		$	178,251
Retail lease intangibles – above market	Other Assets	1,260			1,260
Lease intangible assets		179,511			179,511
Accumulated amortization		(13,451		)	(8,913		)
Lease intangible assets, net		$	166,060		$	170,598

Liabilities
Ground lease intangibles – above market	Other Liabilities	$	2,400		$	2,400
Retail lease intangibles – below market	Other Liabilities	5,270			5,270
Lease intangible liabilities		7,670			7,670
Accumulated amortization		(3,414		)	(2,258		)
Lease intangible liabilities, net		$	4,256		$	5,412

During the years ended December 31, 2015, 2014 and 2013, the Company amortized approximately $4.3 million, $4.3 million and $3.6 million, respectively, of above and below market ground lease intangibles which is included (net increase) in property and maintenance expense in the accompanying consolidated statements of operations and comprehensive income and approximately $0.9 million, $1.1 million and $2.7 million, respectively, of above and below market retail lease intangibles which is included (net increase) in rental income in the accompanying consolidated statements of operations and comprehensive income.

The following table provides a summary of the aggregate amortization expense for above and below market ground lease intangibles and retail lease intangibles for each of the next five years (amounts in thousands):



	2016			2017			2018			2019			2020

Ground lease intangibles	$	4,321		$	4,321		$	4,321		$	4,321		$	4,321
Retail lease intangibles	(896		)	(540		)	(71		)	(71		)	(71		)
Total	$	3,425		$	3,781		$	4,250		$	4,250		$	4,250

Acquisitions and Dispositions

During the year ended December 31, 2015, the Company acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):



	Properties	Apartment Units	Purchase Price
Rental Properties – Consolidated (1)	4	625	$	296,037
Land Parcels (2)	—	—	27,800
Total	4	625	$	323,837


(1)	Purchase price includes an allocation of approximately $44.7 million to land and $251.3 million to depreciable property.


(2)	The Company acquired three contiguous land parcels in San Francisco during 2015 which will be combined for future development.

During the year ended December 31, 2014, the Company acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):



	Properties	Apartment Units	Purchase Price
Rental Properties – Consolidated (1)	6	1,353	$	469,850
Land Parcels	—	—	28,790
Total	6	1,353	$	498,640


(1)	Purchase price includes an allocation of approximately $95.3 million to land and $374.6 million to depreciable property.

F-36

The Company also acquired the 95% equity interest it did not previously own in one unconsolidated development project with a stabilized real estate value of $87.5 million and an adjusted purchase price of $64.2 million. The Company paid cash of approximately $44.8 million and issued the Series P Preference Units with a liquidation value of approximately $18.4 million to complete the buyout (see Note 3). The Company recognized a revaluation loss of approximately $3.5 million, which is included in income (loss) from investments in unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income, in conjunction with this buyout.

During the year ended December 31, 2015, the Company disposed of the following to unaffiliated parties (sales price in thousands):



	Properties	Apartment Units	Sales Price
Consolidated:
Rental Properties (1)	8	1,857	$	513,312
Total	8	1,857	$	513,312


(1)	Includes a 193,230 square foot medical office building adjacent to our Longfellow Place property in Boston with a sales price of approximately $123.3 million which is not included in the Company's property and apartment unit counts.

The Company recognized a net gain on sales of real estate properties of approximately $335.1 million on the above sales.

During the year ended December 31, 2014, the Company disposed of the following to unaffiliated parties (sales price in thousands):



	Properties	Apartment Units	Sales Price
Consolidated:
Rental Properties	10	3,092	$	466,968
Land Parcels (three)	—	—	62,602
Unconsolidated:
Rental Properties (1)	1	388	62,500
Total	11	3,480	$	592,070


(1)	The Company owned an 85% interest in this unconsolidated rental property. Sale price listed is the gross sale price.

The Company recognized a net gain on sales of real estate properties of approximately $212.7 million, a net gain on sales of unconsolidated entities of approximately $4.9 million (included in income (loss) from investments in unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income) and a net gain on sales of land parcels of approximately $5.3 million on the above sales.

Starwood Disposition

Following the approval by the Company's Board of Trustees, the Company executed an agreement with controlled affiliates of Starwood Capital Group ("Starwood") on October 23, 2015 to sell a portfolio of 72 operating properties consisting of 23,262 apartment units located in five markets across the United States for $5.365 billion (the "Starwood Transaction"). As of December 31, 2015, Starwood had deposited $250.0 million in cash into escrow as earnest money, which was non-refundable unless the Company defaulted on the sales agreement. On January 26 and 27, 2016, the Company closed on the sale of all of the portfolio described above. As a result, the Starwood Transaction meets the held for sale criteria at December 31, 2015. In accordance with this classification, the Company ceased depreciation on all assets in the Starwood portfolio as of November 1, 2015 and the following assets are classified as held for sale in the accompanying consolidated balance sheets at December 31, 2015 (amounts in thousands):

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	2015
Land	$	602,737
Depreciable property:
Buildings and improvements	2,386,489
Furniture, fixtures and equipment	335,565
In-Place lease intangibles	35,554
Real estate held for sale before accumulated depreciation	3,360,345
Accumulated depreciation	(1,179,210		)
Real estate held for sale	$	2,181,135

The following table provides the operating segments/locations of the properties and apartment units sold in the Starwood Transaction, which represents substantially all of the assets in the Company's non-core South Florida and Denver markets and certain non-core assets in the Washington D.C., Seattle and other (Inland Empire, CA) markets. The sale of these properties represents the continuation of the Company's long-term strategy of investing in high barrier to entry/core urban markets. See Notes 11 and 18 for further discussion.



Markets/Metro Areas	Properties	Apartment Units
Non-core – South Florida	33	10,742
Non-core – Denver	18	6,635
Washington D.C.	10	3,020
Seattle	8	1,721
Non-core – other (Inland Empire, CA)	3	1,144
Total	72	23,262

Archstone Acquisition

On February 27, 2013, the Company, AvalonBay Communities, Inc. (“AVB”) and certain of their respective subsidiaries completed their previously announced acquisition (the "Archstone Acquisition" or the "Archstone Transaction") from Archstone Enterprise LP ("Archstone" or “Enterprise”) (which subsequently changed its name to Jupiter Enterprise LP), an affiliate of Lehman Brothers Holdings Inc. (“Lehman”) and its affiliates, of all of the assets of Enterprise (including interests in various entities affiliated with Enterprise), constituting a portfolio of apartment properties and other assets (the “Archstone Portfolio”).

The Company acquired assets representing approximately 60% of the Archstone Portfolio which consisted principally of high-quality apartment properties in major markets in the United States. The acquisition allowed the Company to accelerate the completion of its strategic shift into coastal apartment markets. Pursuant to the Archstone Transaction, the Company acquired directly or indirectly, 71 wholly owned, stabilized properties consisting of 20,160 apartment units, one partially owned and consolidated stabilized property consisting of 432 apartment units, one partially owned and unconsolidated stabilized property consisting of 336 apartment units, three consolidated master-leased properties consisting of 853 apartment units, four projects in various stages of construction (two consolidated and two unconsolidated) consisting of 964 apartment units and fourteen land sites for approximately $9.0 billion. During the year ended December 31, 2013, the Company recorded revenues and net operating income ("NOI") of $514.7 million and $352.8 million, respectively, from the acquired assets.

The consideration paid by the Company in connection with the Archstone Acquisition consisted of cash of approximately $4.0 billion (inclusive of $2.0 billion of Archstone secured mortgage principal paid off in conjunction with the closing), 34,468,085 Common Shares (which shares had a total value of $1.9 billion based on the February 27, 2013 closing price of EQR common shares of $55.99 per share) issued to the seller and the assumption of approximately $3.1 billion of mortgage debt (inclusive of a net mark-to-market premium of $127.9 million) and approximately 60% of all of the other assets and liabilities related to the Archstone Portfolio. The cash consideration was funded with proceeds from the issuance of 21,850,000 Common Shares (which shares had a total value of approximately $1.2 billion based on a price of $54.75 per share) in the November/December 2012 public equity offering, asset sales of approximately $4.5 billion that were completed during the year ended December 31, 2013, the Company's $750.0 million unsecured term loan facility (which was subsequently paid off in the second quarter of 2014) and the Company's revolving credit facility.

The Company owns the building and improvements and leases the land underlying the improvements under long-term ground leases that expire beginning in 2042 and running through 2103 for nine of the operating properties acquired and discussed

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above. These properties are consolidated and reflected as real estate assets while the ground leases are accounted for as operating leases. The Company also leases the three master-leased properties discussed above to third party operators and earns monthly net rental income.

The Company accounted for the acquisition under the acquisition method in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations (“ASC 805”), and the accounting for this business combination was complete and final as of February 28, 2014. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which the Company determined using Level 1, Level 2 and Level 3 inputs (amounts in thousands):




Land	$	2,239,000
Depreciable property:
Buildings and improvements	5,765,538
Furniture, fixtures and equipment	61,470
In-Place lease intangibles	304,830
Projects under development	36,583
Land held for development	244,097
Investments in unconsolidated entities	230,608
Other assets	195,260
Other liabilities	(108,997		)
Net assets acquired	$	8,968,389

The fair values of investment in real estate were determined using internally developed models that were based on market assumptions and comparable sales data as well as external valuations performed by unrelated third parties. The market assumptions used as inputs to the Company’s fair value model include construction costs, leasing assumptions, growth rates, discount rates, terminal capitalization rates and development yields. The Company used data on its existing portfolio of properties and its recent acquisition and development properties, as well as similar market data from third party sources, when available, in determining these inputs (Level 2 and 3). The fair value of Noncontrolling Interests was calculated similar to the investment in real estate described above. The fair value of mortgage debt was calculated using indicative rates, leverage and coverage provided by lenders of similar loans (Level 2). The Common Shares issued to an affiliate of Lehman Brothers Holdings Inc. were valued using the quoted market price of Common Shares (Level 1).

The following table summarizes the acquisition date fair values of the above and below market ground and retail lease intangibles, which we determined using Level 2 and Level 3 inputs (amounts in thousands):



Description	Balance Sheet Location	Fair Value
Ground lease intangibles – below market	Other Assets	$	178,251
Retail lease intangibles – above market	Other Assets	1,260

Ground lease intangibles – above market	Other Liabilities	2,400
Retail lease intangibles – below market	Other Liabilities	8,040

As of December 31, 2015, the Company has incurred cumulative Archstone-related expenses of approximately $83.1 million, of which approximately $13.5 million of this total was financing-related and approximately $69.6 million was merger costs. During the years ended December 31, 2015 and 2014, the Company expensed nominal amounts of direct merger costs. During the year ended December 31, 2013, the Company expensed $19.9 million of direct merger costs primarily related to investment banking and legal/accounting fees, which were included in other expenses in the accompanying consolidated statements of operations and comprehensive income. During the years ended December 31, 2015, 2014 and 2013, the Company also expensed $2.7 million, $4.3 million and $54.0 million, respectively, of indirect merger costs primarily related to severance and retention obligations, office leases and German operations/sales that were incurred through our 60% interest in unconsolidated joint ventures with AVB, which were included in income (loss) from investments in unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. The indirect merger costs expensed during the year ended December 31, 2015 were offset by $18.6 million received related to the favorable settlement of a lawsuit, which reduced income (loss) from investments in unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. Finally, during the year ended December 31, 2013, the Company expensed $2.5 million of financing-related costs, which were

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included in interest expense in the accompanying consolidated statements of operations and comprehensive income.

Unaudited Pro Forma Financial Information

Equity Residential

The following table illustrates the effect on net income, earnings per share – basic and earnings per share – diluted as if the Company had consummated the Archstone Acquisition as of January 1, 2012 (amounts in thousands, except per share amounts):



	Year Ended December 31, 2013
Total revenues	$	2,485,438
Income from continuing operations	203,286
Discontinued operations, net	2,074,072
Net income	2,277,358
Net income available to Common Shares	2,183,756
Earnings per share - basic:
Net income available to Common Shares	$	6.07
Weighted average Common Shares outstanding (1)	359,688
Earnings per share - diluted:
Net income available to Common Shares	$	6.05
Weighted average Common Shares outstanding (1)	375,861


(1)	Includes an adjustment for Common Shares issued to the public in November/December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition.

ERP Operating Limited Partnership

The following table illustrates the effect on net income, earnings per Unit – basic and earnings per Unit – diluted as if the Operating Partnership had consummated the Archstone Acquisition as of January 1, 2012 (amounts in thousands, except per Unit amounts):



	Year Ended December 31, 2013
Total revenues	$	2,485,438
Income from continuing operations	203,286
Discontinued operations, net	2,074,072
Net income	2,277,358
Net income available to Units	2,273,798
Earnings per Unit - basic:
Net income available to Units	$	6.07
Weighted average Units outstanding (1)	373,421
Earnings per Unit - diluted:
Net income available to Units	$	6.05
Weighted average Units outstanding (1)	375,861


(1)	Includes an adjustment for Common Shares issued to the public in November/December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition. Concurrent with these transactions, ERPOP issued the same number of OP Units to EQR.

For the year ended December 31, 2013, acquisition costs of $19.9 million and severance/retention and other costs of $54.1 million related to the Archstone Acquisition are not expected to have a continuing impact on the Company's financial results and therefore have been excluded from these pro forma results. The pro forma results also do not include the impact of any synergies or lower borrowing costs that the Company has or may achieve as a result of the acquisition or any strategies that management has or may consider in order to more efficiently manage the Company's operations, nor do they give pro forma effect to any other acquisitions, dispositions or capital markets transactions (excluding the equity offering in November/December 2012 which proceeds were used for the Archstone Acquisition) that the Company completed during the period presented. These pro forma results are not necessarily indicative of the operating results that would have been obtained had the Archstone Acquisition occurred

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at the beginning of the period presented, nor are they necessarily indicative of future operating results.

Other

In December 2011, the Company and Toll Brothers (NYSE: TOL) jointly acquired a vacant land parcel at 400 Park Avenue South in New York City. The Company's and Toll Brothers' allocated portions of the purchase price were approximately $76.1 million and $57.9 million, respectively. The acquisition was financed through contributions by the Company and Toll Brothers of approximately $102.5 million and $75.7 million, respectively, which included the land purchase noted above, restricted deposits and taxes and fees. Until the core and shell of the building were complete, the building and land were owned jointly and were required to be consolidated on the Company's balance sheet as the Company was the managing member and Toll Brothers did not have substantive kick-out or participating rights. In July 2015, the Company recorded the master condominium declaration for this development project and as a result, the Toll Brothers’ portion of the property was deconsolidated from the Company's balance sheet. The Company now solely owns the rental portion of the building (floors 2-22) and the ground floor retail and Toll Brothers solely owns the for sale portion of the building (floors 23-40). The joint venture no longer owns any real property. In conjunction with this transaction, the Company reduced investment in real estate by $116.7 million, noncontrolling interest by $117.3 million and accrued retainage by $1.1 million and increased other liabilities by $1.7 million (to account for Toll Brothers' restricted cash still held by the Company). The deconsolidation of the Toll Brothers' portion of the project had no impact on the consolidated results of operations and comprehensive income.


5.	Commitments to Acquire/Dispose of Real Estate

The Company has entered into separate agreements to acquire the following (purchase price in thousands):



	Properties	Apartment Units	Purchase Price
Rental Properties	3	549	$	242,880
Total	3	549	$	242,880

In addition to the properties that were subsequently disposed of as discussed in Note 18, the Company has entered into separate agreements to dispose of the following (sales price in thousands):



	Properties	Apartment Units	Sales Price
Land Parcels (two)	—	—	$	14,886
Total	—	—	$	14,886

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


6.	Investments in Partially Owned Entities

The Company has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following tables and information summarize the Company’s investments in partially owned entities as of December 31, 2015 (amounts in thousands except for project and apartment unit amounts):

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	Consolidated			Unconsolidated
	Operating			Operating

Total projects	19			3

Total apartment units	3,771			1,281

Balance sheet information at 12/31/15 (at 100%):
ASSETS
Investment in real estate	$	689,574		$	290,891
Accumulated depreciation	(216,697		)	(30,662		)
Investment in real estate, net	472,877			260,229
Cash and cash equivalents	23,445			7,044
Investments in unconsolidated entities	49,408			—
Deposits – restricted	346			289
Deferred financing costs, net	1,792			6
Other assets	26,567			448
Total assets	$	574,435		$	268,016

LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable (1)	$	343,429		$	174,846
Accounts payable & accrued expenses	1,698			733
Accrued interest payable	1,223			691
Other liabilities	786			347
Security deposits	2,036			645
Total liabilities	349,172			177,262

Noncontrolling Interests – Partially Owned Properties/Partners' equity	4,608			90,878
Company equity/General and Limited Partners' Capital	220,655			(124		)
Total equity/capital	225,263			90,754
Total liabilities and equity/capital	$	574,435		$	268,016



	Consolidated			Unconsolidated
	Operating			Operating
Operating information for the year ended 12/31/15 (at 100%):
Operating revenue	$	94,349		$	32,285
Operating expenses	26,081			12,061

Net operating income	68,268			20,224
Depreciation	22,216			12,350
General and administrative/other	330			255

Operating income	45,722			7,619
Interest and other income	12			(1		)
Other expenses	(50		)	—
Interest:
Expense incurred, net	(15,459		)	(9,390		)
Amortization of deferred financing costs	(349		)	(2		)

Income (loss) before income and other taxes and (loss) from investments in unconsolidated entities	29,876			(1,774		)
Income and other tax (expense) benefit	(35		)	(18		)
(Loss) from investments in unconsolidated entities	(1,501		)	—

Net income (loss)	$	28,340		$	(1,792	)


(1)	All debt is non-recourse to the Company.

Note: The above tables exclude the Company's interests in unconsolidated joint ventures entered into with AVB in connection with the Archstone Transaction. These ventures owned certain non-core Archstone assets and succeeded to certain residual Archstone liabilities/litigation, as well as responsibility for tax protection arrangements and third-party preferred interests in former Archstone

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subsidiaries. The preferred interests had an aggregate liquidation value of $42.2 million at December 31, 2015. The ventures are owned 60% by the Company and 40% by AVB.

During the year ended December 31, 2014, the Company and its joint venture partners sold one consolidated partially owned land parcel and recognized a net gain on the sale of approximately $1.1 million as well as one unconsolidated partially owned property consisting of 388 apartment units and recognized a net gain on the sale of approximately $4.9 million.

The Company is the controlling partner in various consolidated partnership properties having an aggregate noncontrolling interest book value of $4.6 million at December 31, 2015. The Company does not have any variable interest entities as of December 31, 2015.

Operating Properties

The Company has a 75% equity interest in the Wisconsin Place joint venture. The project contains a mixed-use site located in Chevy Chase, Maryland consisting of residential, retail, office and accessory uses, including underground parking facilities. The joint venture owns the 432 unit residential component, but has no ownership interest in the retail and office components. At December 31, 2015, the residential component had a net book value of $175.8 million. The Company is the managing member and its partner does not have substantive kick-out or participating rights. As a result, the entity that owns the residential component is required to be consolidated on the Company's balance sheet. The joint venture also retains an unconsolidated interest in an entity that owns the land underlying the entire project and owns and operates the parking facility. At December 31, 2015, the basis of this investment was $49.4 million. The Company does not have substantive kick-out or participating rights in the entity. As a result, the entity that owns the land and owns and operates the parking facility is unconsolidated and recorded using the equity method of accounting.

The Company has a 20% equity interest in the Waterton Tenside joint venture which owns a 336 unit apartment property located in Atlanta, Georgia and had a basis of $3.9 million at December 31, 2015. The partner is the managing member and developed the project. The project is encumbered by a non-recourse mortgage loan that has a current outstanding balance of $29.4 million, bears interest at 3.66% and matures December 1, 2018. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

The Company has a 20% equity interest in each of the Nexus Sawgrass and Domain joint ventures. The Nexus Sawgrass joint venture owns a 501 unit apartment property located in Sunrise, Florida and had a basis of $5.1 million at December 31, 2015. The Domain joint venture owns a 444 unit apartment property located in San Jose, California and had a basis of $10.0 million at December 31, 2015. Nexus Sawgrass and Domain were completed and stabilized during the quarters ended September 30, 2014 and March 31, 2015, respectively. Construction on both projects was predominantly funded with long-term, non-recourse secured loans from the partner. The mortgage loan on Nexus Sawgrass has a current unconsolidated outstanding balance of $48.6 million, bears interest at 5.60% and matures January 1, 2021. The mortgage loan on Domain has a current unconsolidated outstanding balance of $96.8 million, bears interest at 5.75% and matures January 1, 2022. While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the projects and gave certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. As a result, the entities are unconsolidated and recorded using the equity method of accounting. The Company currently has no further funding obligations related to these projects.

Other

On February 27, 2013, in connection with the Archstone Acquisition, subsidiaries of the Company and AVB entered into three limited liability company agreements (collectively, the “Residual JV”). The Residual JV owned certain non-core Archstone assets and succeeded to certain residual Archstone liabilities/litigation. The Residual JV is owned 60% by the Company and 40% by AVB. The Company's initial investment was $147.6 million and the Company's basis at December 31, 2015 was a net obligation of $0.3 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Residual JV is unconsolidated and recorded using the equity method of accounting.

During the years ended December 31, 2015, 2014 and 2013, the Company received approximately $51.0 million, $83.5 million and $18.9 million, respectively, in distributions from the Residual JV as a result of the winddown/sale of assets owned by the Residual JV and litigation settlements received by the Residual JV. The Company's pro rata share of the proceeds/distributions that have been repatriated to the Residual JV and received by the Company as a result of the German dispositions and winddown activity was approximately $3.5 million, $79.6 million and $18.9 million during the years ended December 31, 2015, 2014 and 2013, respectively. The Company's pro rata share of the proceeds related to the sale of other real estate assets owned by the

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Residual JV was approximately $30.7 million and $3.9 million, respectively, during the years ended December 31, 2015 and 2014. The Company’s pro rata share of the litigation settlements received by the Residual JV was approximately $16.8 million during the year ended December 31, 2015. As of December 31, 2015, the Residual JV has sold all of the real estate assets that were acquired as part of the Archstone Acquisition, including all of the German assets.

On February 27, 2013, in connection with the Archstone Acquisition, a subsidiary of the Company and AVB entered into a limited liability company agreement (the “Legacy JV”), through which they assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements. During the year ended December 31, 2015, the Legacy JV distributed $27.9 million to its preferred interests holders for accrued and unpaid dividends, of which the Company's pro rata share was approximately $16.7 million. At December 31, 2015, the remaining preferred interests had an aggregate liquidation value of $42.2 million, our share of which is included in other liabilities in the accompanying consolidated balance sheets. Obligations of the Legacy JV are borne 60% by the Company and 40% by AVB. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.


7.	Deposits – Restricted and Escrow Deposits – Mortgage

The following table presents the Company’s restricted deposits as of December 31, 2015 and 2014 (amounts in thousands):



	December 31, 2015		December 31, 2014
Earnest money on pending acquisitions	$	1,000	$	580
Restricted deposits on real estate investments	6,077		24,701
Resident security and utility deposits	48,458		46,516
Other	358		506
Totals	$	55,893	$	72,303

The following table presents the Company’s escrow deposits as of December 31, 2015 and 2014 (amounts in thousands):



	December 31, 2015		December 31, 2014
Real estate taxes and insurance	$	1,977	$	2,235
Replacement reserves	3,962		3,431
Mortgage principal reserves/sinking funds	50,155		41,567
Other	852		852
Totals	$	56,946	$	48,085


8.	Debt

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. EQR guarantees the Operating Partnership’s revolving credit facility up to the maximum amount and for the full term of the facility.

Mortgage Notes Payable

As of December 31, 2015, the Company had outstanding mortgage debt of approximately $4.7 billion.

During the year ended December 31, 2015, the Company repaid $368.5 million of mortgage loans.

The Company recorded $0.6 million of write-offs of unamortized deferred financing costs during the year ended December 31, 2015 as additional interest expense related to debt extinguishment of mortgages. The Company also recorded $1.4 million of write-offs of net unamortized premiums during the year ended December 31, 2015 as a reduction of interest expense related to debt extinguishment of mortgages.

As of December 31, 2015, the Company had $668.8 million of secured debt subject to third party credit enhancement.

As of December 31, 2015, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through May 1, 2061. At December 31, 2015, the interest rate range on the Company’s mortgage debt was 0.01% to 7.25%.

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During the year ended December 31, 2015, the weighted average interest rate on the Company’s mortgage debt was 4.23%.

The historical cost, net of accumulated depreciation, of encumbered properties was $6.0 billion and $6.9 billion at December 31, 2015 and 2014, respectively.

As of December 31, 2014, the Company had outstanding mortgage debt of approximately $5.1 billion.

During the year ended December 31, 2014, the Company:


▪	Repaid $100.7 million of mortgage loans; and


▪	Assumed $28.9 million of mortgage debt on one acquired property.

The Company recorded approximately $0.3 million of prepayment penalties during the year ended December 31, 2014 as additional interest expense related to debt extinguishment of mortgages. The Company also recorded $1.9 million of write-offs of net unamortized premiums during the year ended December 31, 2014 as a reduction of interest expense related to debt extinguishment of mortgages.

As of December 31, 2014, the Company had $700.5 million of secured debt subject to third party credit enhancement.

As of December 31, 2014, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through May 1, 2061. At December 31, 2014, the interest rate range on the Company’s mortgage debt was 0.03% to 7.25%. During the year ended December 31, 2014, the weighted average interest rate on the Company’s mortgage debt was 4.21%.

Notes

The following tables summarize the Company’s unsecured note balances and certain interest rate and maturity date information as of and for the years ended December 31, 2015 and 2014, respectively:



December 31, 2015 (Amounts in thousands)	Net Principal Balance		Interest Rate Ranges	Weighted Average Interest Rate	Maturity Date Ranges
Fixed Rate Public Notes (1)	$	5,423,012	3.00% - 7.57%	5.30%	2016 - 2045
Floating Rate Public Notes (1)	453,340		(1)	0.93%	2019
Totals	$	5,876,352



December 31, 2014 (Amounts in thousands)	Net Principal Balance		Interest Rate Ranges	Weighted Average Interest Rate	Maturity Date Ranges
Fixed Rate Public Notes (1)	$	4,974,154	3.00% - 7.57%	5.45%	2015 - 2044
Floating Rate Public Notes (1)	451,192		(1)	1.15%	2019
Totals	$	5,425,346


(1)	Fair value interest rate swaps convert the $450.0 million 2.375% notes due July 1, 2019 to a floating interest rate of 90-Day LIBOR plus 0.61%.

The Company’s unsecured public debt contains certain financial and operating covenants including, among other things, maintenance of certain financial ratios. The Company was in compliance with its unsecured public debt covenants for both the years ended December 31, 2015 and 2014.

During the year ended December 31, 2015, the Company:


▪	Repaid $300.0 million of 6.584% unsecured notes at maturity;


▪	Issued $450.0 million of ten-year 3.375% fixed rate public notes, receiving net proceeds of $447.5 million before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of 3.81% after

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termination of various forward starting swaps in conjunction with the issuance (see Note 9 for further discussion); and


▪	Issued $300.0 million of thirty-year 4.50% fixed rate public notes, receiving net proceeds of $298.9 million before underwriting fees and other expenses, at an all-in effective interest rate of 4.55%.

During the year ended December 31, 2014, the Company:


▪	Repaid $500.0 million of 5.250% unsecured notes at maturity;


▪	Repaid its $750.0 million unsecured term loan facility in conjunction with the note issuances discussed below and wrote-off approximately $0.6 million of unamortized deferred financing costs as additional interest expense;


▪	Issued $450.0 million of five-year 2.375% fixed rate public notes, receiving net proceeds of $449.6 million before underwriting fees and other expenses, at an all-in effective interest rate of 2.52% and swapped the notes to a floating interest rate in conjunction with the issuance (see Note 9 for further discussion); and


•	Issued $750.0 million of thirty-year 4.50% fixed rate public notes, receiving net proceeds of $744.7 million before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of 4.57% after termination of various forward starting swaps in conjunction with the issuance (see Note 9 for further discussion).

Line of Credit and Commercial Paper

On January 11, 2013, the Company replaced its existing $1.75 billion facility with a $2.5 billion unsecured revolving credit facility maturing April 1, 2018. The Company has the ability to increase available borrowings by an additional $500.0 million by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments. The interest rate on advances under the facility will generally be LIBOR plus a spread (currently 0.95%) and the Company pays an annual facility fee (currently 15 basis points). Both the spread and the facility fee are dependent on the credit rating of the Company's long-term debt.

On February 2, 2015 the Company entered into an unsecured commercial paper note program in the United States. The Company may borrow up to a maximum of $500.0 million under this program subject to market conditions. The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the Company's other unsecured senior indebtedness. As of December 31, 2015, there was a balance of $387.3 million on the commercial paper program ($387.5 million in principal outstanding net of an unamortized discount of $0.2 million). The notes bear interest at various floating rates with a weighted average of 0.56% for the year ended December 31, 2015 and a weighted average maturity of 19 days as of December 31, 2015.

As of December 31, 2015, the amount available on the revolving credit facility was $2.07 billion (net of $45.1 million which was restricted/dedicated to support letters of credit and net of $387.5 million outstanding on the commercial paper program). During the year ended December 31, 2015, the weighted average interest rate on the revolving credit facility was 1.07%. As of December 31, 2014, the amount available on the revolving credit facility was $2.12 billion (net of $43.8 million which was restricted/dedicated to support letters of credit and net of the $333.0 million outstanding on the revolving credit facility). During the year ended December 31, 2014, the weighted average interest rate on the revolving credit facility was 0.95%.

Other

The following table provides a summary of the aggregate payments of principal on all debt for each of the next five years and thereafter as of December 31, 2015 (amounts in thousands):



Year	Total (1)
2016	$	1,352,813
2017	1,347,846
2018	180,461
2019	1,281,127
2020	1,679,432
Thereafter	5,173,079
Net Unamortized (Discount)	(46,260		)
Total	$	10,968,498


(1)	Premiums and discounts are amortized over the life of the debt. See Note 18 for discussion of the debt amounts repaid subsequent to December 31, 2015.

F-46


9.	Derivative and Other Fair Value Instruments

A three-level valuation hierarchy exists for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:


•	Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.


•	Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.


•	Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s derivative positions are valued using models developed by the respective counterparty as well as models developed internally by the Company that use as their basis readily observable market parameters (such as forward yield curves and credit default swap data). Employee holdings other than Common Shares within the supplemental executive retirement plan (the “SERP”) are valued using quoted market prices for identical assets and are included in other assets and other liabilities on the consolidated balance sheets. Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners are valued using the quoted market price of Common Shares. The fair values disclosed for mortgage notes payable and unsecured debt (including its line of credit and commercial paper) were calculated using indicative rates provided by lenders of similar loans in the case of mortgage notes payable and the private unsecured debt (including its line of credit and commercial paper) and quoted market prices for each underlying issuance in the case of the public unsecured notes.

The carrying values of the Company’s mortgage notes payable and unsecured debt (including its commercial paper) were approximately $4.7 billion and $6.3 billion, respectively, at December 31, 2015. The fair values of the Company’s mortgage notes payable and unsecured debt (including its commercial paper) were approximately $4.6 billion (Level 2) and $6.5 billion (Level 2), respectively, at December 31, 2015. The carrying values of the Company’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.1 billion and $5.8 billion, respectively, at December 31, 2014. The fair values of the Company’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.1 billion (Level 2) and $6.1 billion (Level 2), respectively, at December 31, 2014. The fair values of the Company’s financial instruments (other than mortgage notes payable, unsecured notes, line of credit, commercial paper and derivative instruments), including cash and cash equivalents and other financial instruments, approximate their carrying or contract values.

The following table summarizes the Company’s consolidated derivative instruments at December 31, 2015 (dollar amounts are in thousands):



	Fair Value Hedges (1)			Forward Starting Swaps (2)
Current Notional Balance	$	450,000		$	50,000
Lowest Possible Notional	$	450,000		$	50,000
Highest Possible Notional	$	450,000		$	50,000
Lowest Interest Rate	2.375		%	2.500		%
Highest Interest Rate	2.375		%	2.500		%
Earliest Maturity Date	2019			2026
Latest Maturity Date	2019			2026

F-47


(1)	Fair Value Hedges – Converts outstanding fixed rate unsecured notes ($450.0 million 2.375% notes due July 1, 2019) to a floating interest rate of 90-Day LIBOR plus 0.61%.


(2)	Forward Starting Swaps – Designed to partially fix interest rates in advance of a planned future debt issuance. This swap has a mandatory counterparty termination in 2017, and is targeted to a 2016 issuance.

The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying consolidated balance sheets at December 31, 2015 and 2014, respectively (amounts in thousands):



				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	12/31/2015		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges	Other Assets	$	3,655	$	—	$	3,655	$	—
Supplemental Executive Retirement Plan	Other Assets	105,942		105,942		—		—
Total		$	109,597	$	105,942	$	3,655	$	—

Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	673	$	—	$	673	$	—
Supplemental Executive Retirement Plan	Other Liabilities	105,942		105,942		—		—
Total		$	106,615	$	105,942	$	673	$	—

Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	566,783	$	—	$	566,783	$	—



				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	12/31/2014		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges	Other Assets	$	1,597	$	—	$	1,597	$	—
Forward Starting Swaps	Other Assets	332		—		332		—
Supplemental Executive Retirement Plan	Other Assets	104,463		104,463		—		—
Total		$	106,392	$	104,463	$	1,929	$	—

Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	14,104	$	—	$	14,104	$	—
Supplemental Executive Retirement Plan	Other Liabilities	104,463		104,463		—		—
Total		$	118,567	$	104,463	$	14,104	$	—

Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	500,733	$	—	$	500,733	$	—

F-48

The following tables provide a summary of the effect of fair value hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2015, 2014 and 2013, respectively (amounts in thousands):



December 31, 2015 Type of Fair Value Hedge	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative		Hedged Item	Income Statement Location of Hedged Item Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps	Interest expense	$	2,058	Fixed rate debt	Interest expense	$	(2,058	)
Total		$	2,058			$	(2,058	)



December 31, 2014 Type of Fair Value Hedge	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative		Hedged Item	Income Statement Location of Hedged Item Gain/(Loss)	Amount of Gain/(Loss)Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps	Interest expense	$	1,597	Fixed rate debt	Interest expense	$	(1,597	)
Total		$	1,597			$	(1,597	)



December 31, 2013 Type of Fair Value Hedge	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative			Hedged Item	Income Statement Location of Hedged Item Gain/(Loss)	Amount of Gain/(Loss)Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps	Interest expense	$	(1,523	)	Fixed rate debt	Interest expense	$	1,523
Total		$	(1,523	)			$	1,523

The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2015, 2014 and 2013, respectively (amounts in thousands):



	Effective Portion							Ineffective Portion
December 31, 2015 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative			Location of Gain/(Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income			Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	$	(814	)	Interest expense	$	(18,244	)	Interest expense	$	(3,033	)
Total	$	(814	)		$	(18,244	)		$	(3,033	)



	Effective Portion							Ineffective Portion
December 31, 2014 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative			Location of Gain/(Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income			Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	$	(33,215	)	Interest expense	$	(16,868	)	Interest expense	$	91
Total	$	(33,215	)		$	(16,868	)		$	91

F-49



	Effective Portion						Ineffective Portion
December 31, 2013 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative		Location of Gain/(Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income			Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps/Treasury Locks	$	18,771	Interest expense	$	(20,141	)	N/A	$	—
Total	$	18,771		$	(20,141	)		$	—

As of December 31, 2015 and 2014, there were approximately $151.8 million and $172.2 million in deferred losses, net, included in accumulated other comprehensive (loss), respectively, related to derivative instruments. Based on the estimated fair values of the net derivative instruments at December 31, 2015, the Company may recognize an estimated $24.7 million of accumulated other comprehensive (loss) as additional interest expense during the year ending December 31, 2016.

In May 2015, the Company paid a net $15.1 million to settle nine forward starting ten-year swaps in conjunction with the issuance of $450.0 million of ten-year fixed rate public notes. The ineffective portion of approximately $30,000 and accrued interest of approximately $1.2 million were recorded as increases to interest expense. The remaining amount of approximately $13.9 million will be deferred as a component of accumulated other comprehensive (loss) and recognized as an increase to interest expense over the first 9 years and 10.5 months of the notes.

During the year ended December 31, 2015, the Company recorded approximately $3.0 million of deferred accumulated other comprehensive (loss) as additional interest expense due to the ineffectiveness of certain forward starting swaps.

In June 2014, the Company paid a net $2.0 million to settle seven forward starting ten-year swaps in conjunction with the issuance of $750.0 million of thirty-year fixed rate public notes. The ineffective portion of approximately $0.1 million was recorded as a decrease to interest expense and accrued interest of approximately $1.3 million was recorded as an increase to interest expense. The remaining amount of approximately $0.8 million will be deferred as a component of accumulated other comprehensive (loss) and recognized as an increase to interest expense over the first nine years and ten months of the notes.

In April 2013, the Company paid approximately $44.7 million to settle three forward starting swaps in conjunction with the issuance of $500.0 million of ten-year fixed rate public notes. The accrued interest of $0.7 million was recorded as interest expense. The remaining amount of $44.0 million will be deferred as a component of accumulated other comprehensive (loss) and recognized as an increase to interest expense over the approximate term of the notes.

During the year ended December 31, 2013, the Company sold all of its investment securities, receiving proceeds of approximately $2.8 million, and recorded a $2.1 million realized gain on sale (specific identification) which is included in interest and other income.

F-50


10.	Earnings Per Share and Earnings Per Unit

Equity Residential

The following tables set forth the computation of net income per share – basic and net income per share – diluted for the Company (amounts in thousands except per share amounts):



	Year Ended December 31,
	2015			2014			2013
Numerator for net income per share – basic:
Income (loss) from continuing operations	$	907,621		$	657,101		$	(168,174	)
Allocation to Noncontrolling Interests – Operating Partnership, net	(34,226		)	(24,771		)	6,834
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(3,657		)	(2,544		)	538
Preferred distributions	(3,357		)	(4,145		)	(4,145		)
Premium on redemption of Preferred Shares	(3,486		)	—			—
Income (loss) from continuing operations available to Common Shares, net of Noncontrolling Interests	862,895			625,641			(164,947		)
Discontinued operations, net of Noncontrolling Interests	382			1,522			1,991,415
Numerator for net income per share – basic	$	863,277		$	627,163		$	1,826,468
Numerator for net income per share – diluted (1):
Income from continuing operations	$	907,621		$	657,101
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(3,657		)	(2,544		)
Preferred distributions	(3,357		)	(4,145		)
Premium on redemption of Preferred Shares	(3,486		)	—
Income from continuing operations available to Common Shares	897,121			650,412
Discontinued operations, net	397			1,582
Numerator for net income per share – diluted (1)	$	897,518		$	651,994		$	1,826,468
Denominator for net income per share – basic and diluted (1):
Denominator for net income per share – basic	363,498			361,181			354,305
Effect of dilutive securities:
OP Units	13,576			13,718
Long-term compensation shares/units	3,546			2,836
Denominator for net income per share – diluted (1)	380,620			377,735			354,305
Net income per share – basic	$	2.37		$	1.74		$	5.16
Net income per share – diluted	$	2.36		$	1.73		$	5.16
Net income per share – basic:
Income (loss) from continuing operations available to Common Shares, net of Noncontrolling Interests	$	2.37		$	1.73		$	(0.47	)
Discontinued operations, net of Noncontrolling Interests	—			0.01			5.63
Net income per share – basic	$	2.37		$	1.74		$	5.16
Net income per share – diluted (1):
Income (loss) from continuing operations available to Common Shares	$	2.36		$	1.72		$	(0.47	)
Discontinued operations, net	—			0.01			5.63
Net income per share – diluted	$	2.36		$	1.73		$	5.16


(1)	Potential common shares issuable from the assumed conversion of OP Units and the exercise/vesting of long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per share calculation as the Company had a loss from continuing operations for the year ended December 31, 2013.

Note: For additional disclosures regarding the employee share options and restricted shares, see Notes 2 and 12.

ERP Operating Limited Partnership

The following tables set forth the computation of net income per Unit – basic and net income per Unit – diluted for the Operating Partnership (amounts in thousands except per Unit amounts):

F-51



	Year Ended December 31,
	2015			2014			2013
Numerator for net income per Unit – basic and diluted (1):
Income (loss) from continuing operations	$	907,621		$	657,101		$	(168,174	)
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(3,657		)	(2,544		)	538
Allocation to Preference Units	(3,357		)	(4,145		)	(4,145		)
Allocation to premium on redemption of Preference Units	(3,486		)	—			—
Income (loss) from continuing operations available to Units	897,121			650,412			(171,781		)
Discontinued operations, net	397			1,582			2,073,527
Numerator for net income per Unit – basic and diluted (1)	$	897,518		$	651,994		$	1,901,746
Denominator for net income per Unit – basic and diluted (1):
Denominator for net income per Unit – basic	377,074			374,899			368,038
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company's long-term compensation shares/units	3,546			2,836
Denominator for net income per Unit – diluted (1)	380,620			377,735			368,038
Net income per Unit – basic	$	2.37		$	1.74		$	5.16
Net income per Unit – diluted	$	2.36		$	1.73		$	5.16
Net income per Unit – basic:
Income (loss) from continuing operations available to Units	$	2.37		$	1.73		$	(0.47	)
Discontinued operations, net	—			0.01			5.63
Net income per Unit – basic	$	2.37		$	1.74		$	5.16
Net income per Unit – diluted (1):
Income (loss) from continuing operations available to Units	$	2.36		$	1.72		$	(0.47	)
Discontinued operations, net	—			0.01			5.63
Net income per Unit – diluted	$	2.36		$	1.73		$	5.16


(1)	Potential Units issuable from the assumed exercise/vesting of the Company's long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per Unit calculation as the Operating Partnership had a loss from continuing operations for the year ended December 31, 2013.

Note: For additional disclosures regarding the employee share options and restricted shares, see Notes 2 and 12.


11.	Individually Significant Dispositions and Discontinued Operations

In April 2014, the FASB issued new guidance for reporting discontinued operations. Only disposals representing a strategic shift in operations that has a major effect on a company’s operations and financial results will be presented as discontinued operations. Companies are required to expand their disclosures about discontinued operations to provide more information on the assets, liabilities, income and expenses of the discontinued operations. Companies are also required to disclose the pre-tax income attributable to a disposal of a significant part of a company that does not qualify for discontinued operations reporting. Application of this guidance is prospective from the date of adoption and early adoption was permitted, but only for disposals (or classifications as held for sale) that had not been reported in financial statements previously issued. The new standard was effective January 1, 2015, but the Company early adopted it as allowed effective January 1, 2014. Adoption of this standard resulted in and will likely continue to result in substantially fewer of the Company's dispositions meeting the discontinued operations qualifications.

Individually Significant Dispositions

The Company concluded that the Starwood Transaction does not qualify for discontinued operations reporting as it does not represent a strategic shift that will have a major effect on the Company’s operations and financial results. The Company has been investing only in its six core coastal markets (Boston, New York, Washington D.C., Southern California, San Francisco and Seattle) and has not been acquiring or developing any new assets in its other markets. Over the past several years, the Company has been repositioning its portfolio by selling non-core assets and reducing its exposure to non-core markets. However, the Company concluded that the Starwood Transaction does qualify as an individually significant component of the Company as the amount received upon disposal will exceed 10% of total assets and NOI (see definition in Note 17) of the Starwood portfolio represents approximately 16.4%, 16.1% and 16.4%, respectively, of consolidated NOI for the Company for the years ended

F-52

December 31, 2015, 2014 and 2013. In addition, the Starwood Transaction meets the held for sale criteria at December 31, 2015 and is classified as held for sale in the accompanying consolidated balance sheets at December 31, 2015 (see Note 4 for further discussion). In accordance with this classification, the Company ceased depreciation on all assets in the Starwood portfolio as of November 1, 2015. As a result, the following table summarizes the results of operations attributable to the Starwood Transaction for the years ended December 31, 2015, 2014 and 2013 (amounts in thousands):



	Year Ended December 31,
	2015			2014			2013
REVENUES
Rental income	$	427,433		$	401,134		$	373,899
Total revenues	427,433			401,134			373,899

EXPENSES (1)
Property and maintenance	78,189			76,579			75,848
Real estate taxes and insurance	48,403			46,416			44,035
Property management	11			11			11
Depreciation	87,616			104,104			105,015
General and administrative	38			24			22
Total expenses	214,257			227,134			224,931

Operating income	213,176			174,000			148,968

Interest and other income	1			1			2
Other expenses	(35		)	(1		)	—
Interest (2):
Expense incurred, net	(680		)	(701		)	(754		)
Amortization of deferred financing costs	(559		)	(98		)	(98		)
Income and other tax (expense) benefit	(1		)	(3		)	(2		)

Income from operations	211,902			173,198			148,116
Income from operations attributable to Noncontrolling Interests – Partially Owned Properties	—			(14		)	(52		)
Income from operations attributable to controlling interests – Operating Partnership	211,902			173,184			148,064
Income from operations attributable to Noncontrolling Interests – Operating Partnership	(8,083		)	(6,598		)	(5,692		)
Income from operations attributable to controlling interests – Company	$	203,819		$	166,586		$	142,372


(1)	Includes expenses paid in the current period for properties held for sale.


(2)	Includes only interest expense specific to secured mortgage notes payable for properties held for sale which was repaid or will be repaid at or before closing.

Discontinued Operations

The Company has presented separately as discontinued operations in all periods the results of operations for all consolidated assets disposed of and all properties held for sale, if any, for properties sold in 2013 and prior years. The amounts included in discontinued operations for the years ended December 31, 2015 and 2014 represent trailing activity for properties sold in 2013 and prior years. None of the properties sold during the years ended December 31, 2015 and 2014 met the new criteria for reporting discontinued operations.

The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Company owned such assets for properties sold in 2013 and prior years during each of the years ended December 31, 2015, 2014 and 2013 (amounts in thousands).

F-53



	Year Ended December 31,
	2015			2014			2013
REVENUES
Rental income	$	499		$	1,309		$	121,942
Total revenues	499			1,309			121,942

EXPENSES (1)
Property and maintenance	(60		)	(141		)	36,792
Real estate taxes and insurance	65			267			11,903
Property management	—			—			1
Depreciation	—			—			34,380
General and administrative	85			89			85
Total expenses	90			215			83,161

Discontinued operating income	409			1,094			38,781

Interest and other income	3			317			217
Other expenses	—			—			(3		)
Interest (2):
Expense incurred, net	—			—			(1,296		)
Amortization of deferred financing costs	—			—			(228		)
Income and other tax (expense) benefit	(15		)	(8		)	(449		)

Discontinued operations	397			1,403			37,022
Net gain on sales of discontinued operations	—			179			2,036,505

Discontinued operations, net	$	397		$	1,582		$	2,073,527


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


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


12.	Share Incentive Plans

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

On June 16, 2011, the shareholders of EQR approved the Company's 2011 Share Incentive Plan, as amended (the "2011 Plan"). The 2011 Plan reserved 12,980,741 Common Shares for issuance. In conjunction with the approval of the 2011 Plan, no further awards may be granted under the 2002 Share Incentive Plan. The 2011 Plan expires on June 16, 2021. As of December 31, 2015, 7,952,498 shares were available for future issuance.

Pursuant to the 2011 Plan and the 2002 Share Incentive Plan, as restated and amended (collectively the “Share Incentive Plans”), officers, trustees and key employees of the Company may be granted share options to acquire Common Shares (“Options”) including non-qualified share options (“NQSOs”), incentive share options (“ISOs”) and share appreciation rights (“SARs”), or may be granted restricted or non-restricted shares/units (including performance-based awards), subject to conditions and restrictions as described in the Share Incentive Plans. Options, SARs, restricted shares (including performance awards) and restricted units (including performance awards) are sometimes collectively referred to herein as “Awards”.

The Options are generally granted at the fair market value of the Company’s Common Shares at the date of grant, vest in three equal installments over a three-year period, are exercisable upon vesting and expire ten years from the date of grant (see additional valuation discussion in Note 2). The exercise price for all Options under the Share Incentive Plans is equal to the fair market value of the underlying Common Shares at the time the Option is granted. Options exercised result in new Common Shares being issued on the open market. The 2002 Share Incentive Plan, as restated and amended, will terminate at such time as all outstanding Awards have expired or have been exercised/vested. The Board of Trustees may at any time amend or terminate the Share Incentive Plans, but termination will not affect Awards previously granted. Any Options which had vested prior to such a termination would remain exercisable by the holder.

F-54

Restricted shares are generally granted at the fair market value of the Company's Common Shares at the date of grant. Restricted shares that have been awarded through December 31, 2015 generally vest three years from the award date. In addition, the Company’s unvested restricted shareholders have the same voting rights as any other Common Share holder. During the three-year period of restriction, the Company’s unvested restricted shareholders receive quarterly dividend payments on their shares at the same rate and on the same date as any other Common Share holder. As a result, dividends paid on unvested restricted shares are included as a component of retained earnings (included in general partner's capital in the Operating Partnership's financial statements) and have not been considered in reducing net income available to Common Shares/Units in a manner similar to the Company’s preferred share/preference unit dividends for the earnings per share/Unit calculation. If employment is terminated prior to the lapsing of the restriction, the shares are generally canceled.

In December 2008, the Company’s then existing 2002 Share Incentive Plan was amended to allow for the issuance of restricted units (formerly known as long-term incentive plan units) to officers of the Company as an alternative to the Company’s restricted shares. The 2011 Plan also allows for the issuance of restricted units. Restricted units are a class of partnership interests that under certain conditions, including vesting, are convertible by the holder into an equal number of OP Units, which are redeemable by the holder for Common Shares on a one-for-one basis or the cash value of such shares at the option of the Company. In connection with the grant of long-term incentive compensation for services provided during a year, officers of the Company are allowed to choose, on a one-for-one basis, between restricted shares and restricted units. In January 2011, March 2014 and June 2015, certain holders of restricted shares converted these shares into restricted units. Similar to restricted shares, restricted units are generally granted at the fair market value of the Company's Common Shares at the date of grant and generally vest three years from the award date. In addition, restricted unit holders receive quarterly dividend payments on their restricted units at the same rate and on the same date as any other OP Unit holder. As a result, dividends paid on restricted units are included as a component of Noncontrolling Interests – Operating Partnership/Limited Partners' capital and have not been considered in reducing net income available to Common Shares/Units in a manner similar to the Company’s preferred share/preference unit dividends for the earnings per share/Unit calculation. If employment is terminated prior to vesting, the restricted units are generally canceled. A restricted unit will automatically convert to an OP Unit when the capital account of each restricted unit increases (“books-up”) to a specified target. If the capital target is not attained within ten years following the date of issuance, the restricted unit will automatically be canceled and no compensation will be payable to the holder of such canceled restricted unit.

In January 2015, the Company revised its executive compensation program for the Chairman, Chief Executive Officer and certain other Executive Officers. The long-term portion of the revised program will allow these individuals to earn from 0% to 200% of the target number of performance awards, payable in the form of restricted shares and/or restricted units, as determined by the Company’s relative and absolute Total Shareholder Return (“TSR”) over a forward-looking three-year performance period. The Company’s TSR will be compared to pre-established quantitative performance metrics. In connection with the grant of long-term incentive compensation, the individuals are allowed to choose, on a one-for-one basis, between restricted shares and restricted units. The grant date fair value of the awards is estimated using a Monte Carlo model, and the resulting expense is recorded regardless of whether the TSR performance measures are achieved, if the required service is delivered. These awards generally vest three years from the award date. The grant date fair value is amortized into expense over the service period. If the executive is retirement-eligible, the grant date fair value is amortized into expense over the first year. All other awards are amortized into expense over the three year performance/vesting period. In addition, the awards granted as restricted units will receive quarterly partial dividend payments equal to 10% of any common share dividend on the same date as any other OP Unit holder during the three-year performance period. As a result, dividends paid on restricted units are included as a component of Noncontrolling Interests – Operating Partnership/Limited Partners' capital and have not been considered in reducing net income available to Common Shares/Units in a manner similar to the Company’s preferred share/preference unit dividends for the earnings per share/Unit calculation. The awards granted as restricted shares will not receive dividends during the three-year performance period. At the end of the three-year performance period, cumulative dividends will be paid for the three-year performance period for any restricted shares or restricted units actually earned, less any dividends already paid on the restricted units. If employment is terminated prior to vesting, the restricted shares and restricted units are generally canceled. Once the Company's absolute and relative TSR is calculated at the end of the three-year performance period, the executive will earn a certain number of restricted shares and/or restricted units. No payout would be made for any return below 50% of the target performance metric.

All Trustees, with the exception of the Company's non-executive Chairman and employee Trustees, are granted options and restricted shares that vest one-year from the grant date that corresponds to the term for which he or she has been elected to serve. The non-executive Chairman's grants vest over the same term or period as all other employees.

The Company's Share Incentive Plans provide for certain benefits upon retirement. For employees hired prior to January 1, 2009, retirement generally means the termination of employment (other than for cause): (i) on or after age 62; or (ii) prior to age 62 after meeting the requirements of the Rule of 70 (described below). For employees hired after January 1, 2009, retirement generally means the termination of employment (other than for cause) after meeting the requirements of the Rule of 70. For Trustees, retirement generally means termination of service on the Board (other than for cause) on or after age 72.

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The Rule of 70 is met when an employee’s years of service with the Company (which must be at least 15 years) plus his or her age (which must be at least 55 years) on the date of termination equals or exceeds 70 years. In addition, the employee must give the Company at least 6 months’ advance written notice of his or her intention to retire and sign a release upon termination of employment, releasing the Company from customary claims and agreeing to ongoing non-competition and employee non-solicitation provisions.

Under the Company's definitions of retirement, several of its executive officers, including its Chief Executive Officer, and its non-executive Chairman, are retirement eligible.

For employees hired prior to January 1, 2009 who retire at or after age 62 (or for Trustees who retire at or after age 72), such employee’s or Trustee's unvested restricted shares, restricted units and share options would immediately vest, and share options would continue to be exercisable for the balance of the applicable ten-year option period, as is provided under the Share Incentive Plans. For all other employees (those hired after January 1, 2009 and those hired before such date who choose to retire prior to age 62), upon such retirement under the Rule of 70 definition of retirement of employees, such employee’s unvested restricted shares, restricted units and share options would continue to vest per the original vesting schedule (subject to immediate vesting upon the occurrence of a subsequent change in control of the Company or the employee’s death), and options would continue to be exercisable for the balance of the applicable ten-year option period, subject to the employee’s compliance with the non-competition and employee non-solicitation provisions. The Rule of 70 does not apply to Trustees. For the individuals mentioned above who receive awards under the executive compensation program and retire at or after age 62 (age 72 for the Chairman of the Board) or under the Rule of 70, the award would be prorated in proportion to the number of days worked in the first year of the three-year performance period and the award would continue to vest per the original vesting schedule, subject to the individual’s compliance with the non-competition and employee non-solicitation provisions. The individual would not receive any payout of shares or units until the final payout is determined at the end of the three-year performance period. If an employee violates the non-competition and employee non-solicitation provisions after such retirement, all unvested restricted shares, unvested restricted units and unvested and vested share options at the time of the violation would be void, unless otherwise determined by the Compensation Committee of the Board of Trustees.

The following tables summarize compensation information regarding the restricted shares, restricted units, share options and Employee Share Purchase Plan (“ESPP”) for the three years ended December 31, 2015, 2014 and 2013 (amounts in thousands):



	Year Ended December 31, 2015
	Compensation Expense		Compensation Capitalized		Restricted Units In-Lieu of Bonus (1)		Compensation Equity		Dividends Incurred
Restricted shares (2)	$	13,755	$	1,311	$	—	$	15,066	$	1,160
Restricted units (2)	17,311		538		3,654		21,503		1,619
Share options	2,746		1,010		—		3,756		—
ESPP discount	795		89		—		884		—
Total	$	34,607	$	2,948	$	3,654	$	41,209	$	2,779



	Year Ended December 31, 2014
	Compensation Expense		Compensation Capitalized		Compensation Equity		Dividends Incurred
Restricted shares	$	9,244	$	660	$	9,904	$	1,012
Restricted units	11,049		920		11,969		1,248
Share options	6,453		896		7,349		—
ESPP discount	797		62		859		—
Total	$	27,543	$	2,538	$	30,081	$	2,260

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	Year Ended December 31, 2013
	Compensation Expense		Compensation Capitalized		Compensation Equity		Dividends Incurred
Restricted shares	$	12,185	$	1,079	$	13,264	$	967
Restricted units	13,108		501		13,609		520
Share options	9,569		945		10,514		—
ESPP discount	612		20		632		—
Total	$	35,474	$	2,545	$	38,019	$	1,487


(1)	Beginning in 2015, the Company allows officers the ability to receive immediately vested restricted units (subject to the book-up provisions and two-year hold restriction) in-lieu of any percentage of their annual cash bonus.


(2)	Includes performance awards granted under the executive compensation program.

Compensation expense is generally recognized for Awards as follows:


•	Restricted shares, restricted units and share options – Straight-line method over the vesting period of the options, shares or units regardless of cliff or ratable vesting distinctions.


•	Performance awards – Target amount is recognized under the straight-line method over the vesting period of the shares or units regardless of cliff or ratable vesting distinctions.


•	ESPP discount – Immediately upon the purchase of common shares each quarter.

The Company accelerates the recognition of compensation expense for all Awards for those individuals approaching or meeting the retirement age criteria discussed above. The total compensation expense related to Awards not yet vested at December 31, 2015 is $10.6 million (excluding the accelerated expenses for individuals approaching or meeting the retirement age criteria discussed above), which is expected to be recognized over a weighted average term of 1.31 years.

See Note 2 for additional information regarding the Company’s share-based compensation.

The table below summarizes the Award activity of the Share Incentive Plans for the three years ended December 31, 2015, 2014 and 2013:



	Common Shares Subject to Options		Weighted Average Exercise Price per Option		Restricted Shares		Weighted Average Fair Value per Restricted Share		Restricted Units		Weighted Average Fair Value per Restricted Unit
Balance at December 31, 2012	8,115,255			$41.31	524,953			$46.81	285,034			$48.41
Awards granted (1)	1,006,444			$55.07	246,731			$55.37	281,931			$52.73
Awards exercised/vested (2) (3) (4)	(586,017	)		$29.34	(253,816	)		$36.81	(93,335	)		$32.97
Awards forfeited	(47,819	)		$56.16	(17,634	)		$55.74	(2,374	)		$56.72
Awards expired	(17,331	)		$47.51	—		—		—		—
Balance at December 31, 2013	8,470,532			$43.67	500,234			$55.79	471,256			$55.67
Awards granted (1)	667,877			$56.72	176,457			$56.56	201,507			$53.82
Awards exercised/vested (2) (3) (4)	(2,086,380	)		$39.34	(175,344	)		$53.44	(60,294	)		$53.71
Awards forfeited	(19,022	)		$56.32	(6,735	)		$56.57	(667	)		$52.08
Awards expired	(2,387	)		$55.24	—		—		—		—
Conversion of restricted shares to restricted units	—		—		(12,146	)	—		12,146		—
Balance at December 31, 2014	7,030,620			$46.16	482,466			$56.89	623,948			$53.38
Awards granted (1) (5)	171,150			$80.15	174,112			$79.65	337,505			$81.87
Awards exercised/vested (2) (3) (4)	(1,456,363	)		$42.64	(127,174	)		$60.21	(72,003	)		$57.12
Awards forfeited	(9,550	)		$64.53	(5,970	)		$62.11	(2,009	)		$64.39
Awards expired	(1,492	)		$39.86	—		—		—		—
Conversion of restricted shares to restricted units	—		—		(1,284	)	—		1,284		—
Balance at December 31, 2015	5,734,365			$48.04	522,150			$63.67	888,725			$63.91

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(1)	The weighted average grant date fair value for Options granted during the years ended December 31, 2015, 2014 and 2013 was $13.67 per share, $9.21 per share and $7.97 per share, respectively.


(2)	The aggregate intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 was $52.9 million, $50.8 million and $16.7 million, respectively. These values were calculated as the difference between the strike price of the underlying awards and the per share price at which each respective award was exercised.


(3)	The fair value of restricted shares vested during the years ended December 31, 2015, 2014 and 2013 was $10.2 million, $10.2 million and $13.9 million, respectively.


(4)	The fair value of restricted units vested during the years ended December 31, 2015, 2014 and 2013 was $5.8 million, $3.4 million and $5.1 million, respectively.


(5)	Includes performance awards granted under the executive compensation program.

The following table summarizes information regarding options outstanding and exercisable at December 31, 2015:



	Options Outstanding (1)				Options Exercisable (2)
Range of Exercise Prices	Options	Weighted Average Remaining Contractual Life in Years	Weighted Average Exercise Price		Options	Weighted Average Exercise Price
$18.70 to $24.93	865,289	3.10		$23.07	865,289		$23.07
$24.94 to $37.39	634,733	4.10		$32.97	634,733		$32.97
$37.40 to $43.62	446,345	1.17		$40.53	446,345		$40.53
$43.63 to $49.86	2,056	4.83		$48.63	2,056		$48.63
$49.87 to $56.09	1,969,539	5.58		$53.96	1,278,111		$54.06
$56.10 to $62.32	1,648,650	6.92		$58.65	1,209,674		$59.44
$68.56 to $74.78	2,353	9.49		$71.35	—	—
$74.79 to $81.01	165,400	9.11		$80.27	782		$80.27
$18.70 to $81.01	5,734,365	5.19		$48.04	4,436,990		$45.11
Vested and expected to vest as of December 31, 2015	5,696,241	5.07		$47.96


(1)	The aggregate intrinsic value of options outstanding that are vested and expected to vest as of December 31, 2015 is $191.6 million.


(2)	The aggregate intrinsic value and weighted average remaining contractual life in years of options exercisable as of December 31, 2015 is $161.9 million and 4.6 years, respectively.

Note: The aggregate intrinsic values in Notes (1) and (2) above were both calculated as the excess, if any, between the Company’s closing share price of $81.59 per share on December 31, 2015 and the strike price of the underlying awards.

As of December 31, 2014 and 2013, 5,011,784 Options (with a weighted average exercise price of $42.18) and 6,046,489 Options (with a weighted average exercise price of $38.76) were exercisable, respectively.


13.	Employee Plans

The Company established an Employee Share Purchase Plan to provide each employee and trustee the ability to annually acquire up to $100,000 of Common Shares of EQR. In 2003, EQR's shareholders approved an increase in the aggregate number of Common Shares available under the ESPP to 7,000,000 (from 2,000,000). The Company has 2,970,072 Common Shares available for purchase under the ESPP at December 31, 2015. The Common Shares may be purchased quarterly at a price equal to 85% of the lesser of: (a) the closing price for a share on the last day of such quarter; and (b) the greater of: (i) the closing price for a share on the first day of such quarter, and (ii) the average closing price for a share for all the business days in the quarter. The following table summarizes information regarding the Common Shares issued under the ESPP (the net proceeds noted below were contributed to ERPOP in exchange for OP Units):



	Year Ended December 31,
	2015	2014	2013
	(Amounts in thousands except share and per share amounts)
Shares issued	68,462	68,807	73,468
Issuance price ranges	$63.70 – $65.90	$45.90 – $55.95	$44.26 – $48.17
Issuance proceeds	$4,404	$3,392	$3,401

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The Company established a defined contribution plan (the “401(k) Plan”) to provide retirement benefits for employees that meet minimum employment criteria. Prior to 2014, the Company matched dollar for dollar up to the first 3% of eligible compensation that a participant contributed to the 401(k) Plan. Beginning January 1, 2014, the Company increased its match to 4% of eligible compensation that a participant contributes to the 401(k) Plan for all employees except those defined as highly compensated employees, whose match remains at 3%. Participants are vested in the Company’s contributions over five years. The Company recognized an expense in the amount of $5.5 million, $5.2 million and $4.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.

The Company established the SERP to provide certain officers and trustees an opportunity to defer a portion of their eligible compensation in order to save for retirement. The SERP is restricted to investments in Common Shares, certain marketable securities that have been specifically approved and cash equivalents. The deferred compensation liability represented in the SERP and the securities issued to fund such deferred compensation liability are consolidated by the Company and carried on the Company’s balance sheet, and the Company’s Common Shares held in the SERP are accounted for as a reduction to paid in capital (included in general partner's capital in the Operating Partnership's financial statements).


14.	Distribution Reinvestment Plan

On November 18, 2011, the Company filed with the SEC a Form S-3 Registration Statement to register 4,850,000 Common Shares pursuant to a Distribution Reinvestment and Share Purchase Plan (the "2011 DRIP"), which included the remaining shares available for issuance under a 2008 registration, which terminated as of such date. The registration statement was automatically declared effective the same day and was to expire at the earlier of the date on which all 4,850,000 shares had been issued or November 18, 2014. On September 30, 2014, the Company filed with the SEC a Form S-3 Registration Statement to register 4,790,000 Common Shares under an amended Distribution Reinvestment Plan (the "2014 DRIP"), which included the remaining shares available for issuance under the 2011 DRIP, which terminated as of such date. The registration was automatically declared effective the same day and will expire when all 4,790,000 shares have been issued. The Company has 4,775,789 Common Shares available for issuance under the 2014 DRIP at December 31, 2015.

The 2014 DRIP provides holders of record and beneficial owners of Common Shares and Preferred Shares with a simple and convenient method of reinvesting cash dividends/distributions in additional Common Shares. Common Shares purchased under the 2014 DRIP may, at the option of EQR, be directly issued by EQR or purchased by EQR's transfer agent in the open market using participants' funds. The net proceeds from any Common Share issuances are contributed to ERPOP in exchange for OP Units.


15.	Transactions with Related Parties

Pursuant to the terms of its partnership agreement, ERPOP is required to reimburse EQR for all expenses incurred by EQR in excess of income earned by EQR through its indirect 1% ownership of various entities. Amounts paid on behalf of EQR are reflected in the consolidated statements of operations and comprehensive income as general and administrative expenses.

The Company leases its corporate headquarters from an entity controlled by EQR’s Chairman of the Board of Trustees. The lease terminates on January 31, 2022. Amounts incurred for such office space for the years ended December 31, 2015, 2014 and 2013, respectively, were approximately $2.6 million, $2.5 million and $1.7 million. The Company believes these amounts equal market rates for such rental space.


16.	Commitments and Contingencies

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

The Company is party to a housing discrimination lawsuit brought by a non-profit civil rights organization in April 2006 in the U.S. District Court for the District of Maryland. The suit alleges that the Company designed and built certain of its properties in violation of the accessibility requirements of the Fair Housing Act and Americans With Disabilities Act. The suit seeks actual and punitive damages, injunctive relief (including modification of non-compliant properties), costs and attorneys' fees. The Company believes it has a number of viable defenses, including that a majority of the named properties were completed before the operative dates of the statutes in question and/or were not designed or built by the Company. Accordingly, the Company is defending the suit vigorously. Due to the pendency of the Company's defenses and the uncertainty of many other critical factual and legal issues, it is not possible to determine or predict the outcome of the suit or a possible loss or a range of loss, and no

F-59

amounts have been accrued at December 31, 2015. While no assurances can be given, the Company does not believe that the suit, if adversely determined, would have a material adverse effect on the Company.

The Company has established a reserve related to various litigation matters associated with its Massachusetts properties and periodically assesses the adequacy of the reserve and makes adjustments as necessary. During the year ended December 31, 2015, the Company recorded a reduction to the reserve of approximately $3.0 million, resulting in a total reserve of approximately $3.0 million at December 31, 2015. While no assurances can be given, the Company does not believe that the ultimate resolution of these litigation matters, if adversely determined, would have a material adverse effect on the Company.

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

As of December 31, 2015, the Company has 10 wholly owned projects totaling 3,989 apartment units in various stages of development with commitments to fund of approximately $762.3 million and estimated completion dates ranging through September 30, 2017, as well as other completed development projects that are in various stages of lease up or are stabilized.

As of December 31, 2015, the Company has two completed unconsolidated development projects that are stabilized. Both projects were co-developed with the same third party development partner in different ventures. The development venture agreements with this partner are primarily deal-specific regarding profit-sharing, equity contributions, returns on investment, buy-sell agreements and other customary provisions. The Company currently has no further funding obligations related to these projects. While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the projects and gave certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing operations. The buy-sell arrangements contain provisions that provide the right, but not the obligation, for the Company to acquire the partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events (including at stabilization) described in the development venture agreements. See Note 6 for further discussion.

During the years ended December 31, 2015, 2014 and 2013, total operating lease payments expensed for office space, including a portion of real estate taxes, insurance, repairs and utilities, and including rent due under 12 ground leases, aggregated $17.8 million, $14.7 million and $13.2 million, respectively.

The Company has entered into a retirement benefits agreement with its Chairman of the Board of Trustees and deferred compensation agreements with its Vice Chairman and two former chief executive officers (one of which was fully paid out in January 2013). During the years ended December 31, 2015, 2014 and 2013, the Company recognized compensation expense of $0.4 million, $0.5 million and $0.5 million, respectively, related to these agreements.

The following table summarizes the Company’s contractual obligations for minimum rent payments under operating leases and deferred compensation for the next five years and thereafter as of December 31, 2015:



(Payments)/Receipts Due by Year (in thousands)
	2016			2017			2018			2019			2020			Thereafter			Total
Operating Leases:
Minimum Rent Payments (a)	$	(15,723	)	$	(15,721	)	$	(15,712	)	$	(15,567	)	$	(15,158	)	$	(839,521	)	$	(917,402	)
Minimum Rent Receipts (b)	70,360			56,759			50,134			45,956			42,050			210,149			475,408
Other Long-Term Liabilities:
Deferred Compensation (c)	(1,387		)	(1,724		)	(1,724		)	(1,130		)	(1,080		)	(4,797		)	(11,842		)


(a)	Minimum basic rent due for various office space the Company leases and fixed base rent due on ground leases for 12 properties.


(b)	Minimum basic rent receipts due for various retail/commercial space where the Company is the lessor.


(c)	Estimated payments to the Company's Chairman, Vice Chairman and one former CEO based on actual and planned retirement dates.


17.	Reportable Segments

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the chief operating decision maker. The chief operating decision maker decides how resources are allocated and assesses performance on a recurring basis at least quarterly.

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The Company’s primary business is the acquisition, development and management of multifamily residential properties, which includes the generation of rental and other related income through the leasing of apartment units to residents. The chief operating decision maker evaluates the Company's operating performance geographically by market and both on a same store and non-same store basis. The Company’s operating segments located in its core markets and two of its non-core markets represent its reportable segments (with the aggregation of Los Angeles, Orange County and San Diego into the Southern California reportable segment). The Company's operating segments located in its non-core – other markets that are not material have also been aggregated in the tables presented below. See also Note 4 for further discussion of the Starwood Transaction and the operating segments/locations in which properties are being sold.

The Company’s fee and asset management and development activities are other business activities that do not constitute an operating segment and as such, have been aggregated in the "Other" category in the tables presented below.

All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the three years ended December 31, 2015, 2014 or 2013.

The primary financial measure for the Company’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 (all as reflected in the accompanying consolidated statements of operations and comprehensive income). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’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 a reconciliation of NOI from our rental real estate specific to continuing operations for the years ended December 31, 2015, 2014 and 2013, respectively (amounts in thousands):



	Year Ended December 31,
	2015			2014			2013
Rental income	$	2,736,578		$	2,605,311		$	2,378,004
Property and maintenance expense	(479,160		)	(473,098		)	(449,427		)
Real estate taxes and insurance expense	(339,802		)	(325,401		)	(293,999		)
Property management expense	(81,185		)	(79,636		)	(84,342		)
Total operating expenses	(900,147		)	(878,135		)	(827,768		)
Net operating income	$	1,836,431		$	1,727,176		$	1,550,236

The following tables present NOI for each segment from our rental real estate specific to continuing operations for the years ended December 31, 2015, 2014 and 2013, respectively, as well as total assets and capital expenditures at December 31, 2015 and 2014, respectively (amounts in thousands):

F-61



	Year Ended December 31, 2015						Year Ended December 31, 2014							Year Ended December 31, 2013
	Rental Income		Operating Expenses		NOI		Rental Income		Operating Expenses		NOI			Rental Income			Operating Expenses			NOI
Same store (1)
Boston	$	252,620	$	81,176	$	171,444	$	244,612	$	77,408	$	167,204		$	244,370		$	78,249		$	166,121
New York	474,850		176,654		298,196		455,598		170,549		285,049			438,366			165,329			273,037
San Francisco	376,073		108,003		268,070		340,252		106,425		233,827			312,345			108,218			204,127
Seattle	164,319		50,079		114,240		153,197		50,377		102,820			146,109			49,169			96,940
Southern California	433,431		136,559		296,872		410,094		135,091		275,003			401,516			137,667			263,849
Washington D.C.	455,341		149,190		306,151		451,973		145,523		306,450			448,520			140,708			307,812
Non-core – South Florida	202,714		72,792		129,922		191,729		70,295		121,434			182,620			69,475			113,145
Non-core – Denver	120,938		31,708		89,230		111,190		30,811		80,379			103,124			30,567			72,557
Non-core – other	86,419		31,719		54,700		82,745		30,858		51,887			97,380			36,483			60,897
Total same store	2,566,705		837,880		1,728,825		2,441,390		817,337		1,624,053			2,374,350			815,865			1,558,485

Non-same store/other (2) (3)
Boston	9,028		2,570		6,458		3,637		841		2,796			2,728			651			2,077
New York	9,835		7,460		2,375		42		92		(50		)	—			—			—
San Francisco	6,408		2,974		3,434		15		147		(132		)	—			—			—
Seattle	22,199		6,478		15,721		6,951		2,172		4,779			4,387			1,336			3,051
Southern California	71,719		26,264		45,455		49,663		19,518		30,145			15,016			6,846			8,170
Washington D.C.	21,822		6,313		15,509		17,927		6,115		11,812			13,562			4,086			9,476
Non-core – South Florida	7,912		2,830		5,082		5,480		2,619		2,861			390			810			(420		)
Other (3)	20,950		7,378		13,572		80,206		29,294		50,912			59,994			34,903			25,091
Total non-same store/other	169,873		62,267		107,606		163,921		60,798		103,123			96,077			48,632			47,445

Archstone pre-ownership (4)	—		—		—		—		—		—			(92,423		)	(36,729		)	(55,694		)
Total	$	2,736,578	$	900,147	$	1,836,431	$	2,605,311	$	878,135	$	1,727,176		$	2,378,004		$	827,768		$	1,550,236

(1)

For the years ended December 31, 2015 and 2014, same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2014, less properties subsequently sold, which represented 96,286 apartment units. For the year ended December 31, 2013, same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2013, less properties subsequently sold, which represented 97,911 apartment units and also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(2)

For the years ended December 31, 2015 and 2014, non-same store primarily includes properties acquired after January 1, 2014, plus any properties in lease-up and not stabilized as of January 1, 2014. For the year ended December 31, 2013, non-same store primarily includes properties acquired after January 1, 2013, plus any properties in lease-up and not stabilized as of January 1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.


(3)	Other includes development, other corporate operations and operations prior to sale for properties sold in 2014 and 2015 that do not meet the new discontinued operations criteria.


(4)	Represents pro forma Archstone pre-ownership results for the period January 1, 2013 to February 27, 2013 that is included in 2013 same store results.

F-62



	Year Ended December 31, 2015					Year Ended December 31, 2014
	Total Assets		Capital Expenditures			Total Assets		Capital Expenditures
Same store (1)
Boston	$	1,840,812	$	18,759		$	1,897,740	$	19,254
New York	4,585,328		19,273			4,647,269		22,118
San Francisco	2,653,629		25,813			2,718,174		26,994
Seattle	1,058,090		13,565			1,087,575		14,333
Southern California	2,725,230		29,729			2,809,390		26,713
Washington D.C.	4,169,317		35,522			4,282,317		44,607
Non-core – South Florida	1,109,699		16,297			1,135,553		14,335
Non-core – Denver	506,317		8,341			520,537		5,863
Non-core – other	322,281		6,115			333,398		4,743
Total same store	18,970,703		173,414			19,431,953		178,960

Non-same store/other (2) (3)
Boston	171,832		629			48,323		699
New York	364,475		(8		)	356,064		12
San Francisco	262,851		6			218,415		—
Seattle	453,111		457			335,086		918
Southern California	911,728		6,360			851,812		1,968
Washington D.C.	235,841		677			243,174		467
Non-core – South Florida	64,854		42			67,834		8
Other (3)	1,721,933		536			1,397,953		2,925
Total non-same store/other	4,186,625		8,699			3,518,661		6,997
Total	$	23,157,328	$	182,113		$	22,950,614	$	185,957


(1)	Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2014, less properties subsequently sold, which represented 96,286 apartment units.


(2)	Non-same store primarily includes properties acquired after January 1, 2014, plus any properties in lease-up and not stabilized as of January 1, 2014.


(3)	Other includes development, other corporate operations and capital expenditures for properties sold.

Note: Markets/Metro Areas included in the above Southern California and Non-core – other segments are as follows:

(a) Southern California – Los Angeles, Orange County and San Diego.

(b) Non-core – other – Inland Empire, CA, New England (excluding Boston) and Phoenix.


18.	Subsequent Events/Other

Subsequent Events

Subsequent to December 31, 2015, the Company:


•	Completed the sale of 72 properties consisting of 23,262 apartment units to controlled affiliates of Starwood Capital Group for $5.365 billion on January 26 and 27, 2016 (see Note 4 for further discussion);


•	Sold River Tower in New York, NY consisting of 323 apartment units for $390.0 million;


•	Sold Woodland Park in East Palo Alto, CA consisting of 1,811 apartment units for $412.5 million;


•	In addition to the Starwood Transaction and the sales discussed above, sold six other properties consisting of 766 apartment units and one land parcel for $162.7 million;


•	Retired approximately $1.7 billion in debt principal prior to scheduled maturity using proceeds from the Starwood Transaction and other sales discussed above and incurred approximately $112.4 million in prepayment penalties associated with these debt extinguishments. The payoffs included the following secured and unsecured debt:


◦	Repaid $440.8 million of 6.256% mortgage debt held in a Fannie Mae loan pool maturing in 2017 and

F-63

incurred a prepayment penalty of approximately $29.3 million;


◦	Repaid $41.8 million of various tax-exempt mortgage bonds maturing in 2026 through 2034 and incurred a prepayment penalty of approximately $0.2 million;


◦	Repaid $228.9 million of 5.125% unsecured notes maturing in 2016 and incurred a prepayment penalty of approximately $1.4 million;


◦	Repaid $400.0 million of 5.375% unsecured notes maturing in 2016 and incurred a prepayment penalty of approximately $9.5 million;


◦	Repaid $255.9 million of 5.750% unsecured notes maturing in 2017 and incurred a prepayment penalty of approximately $16.5 million;


◦	Repaid $46.1 million of 7.125% unsecured notes maturing in 2017 and incurred a prepayment penalty of approximately $4.6 million;


◦	Repaid $250.0 million of 4.625% unsecured notes maturing in 2021 and incurred a prepayment penalty of approximately $31.6 million;


◦	Repaid $48.0 million of 7.570% unsecured notes maturing in 2026 and incurred a prepayment penalty of approximately $19.3 million; and


•	Declared a special dividend of $8.00 per share/unit on February 22, 2016 that will be paid on March 10, 2016 to shareholders/unitholders of record as of March 3, 2016 using proceeds from the Starwood Transaction and other sales discussed above.

Other

During the years ended December 31, 2015, 2014 and 2013, the Company incurred charges of $1.0 million, $0.4 million and $0.3 million, respectively, related to property acquisition costs, such as survey, title and legal fees, on the acquisition of operating properties (excluding the Archstone Transaction) and $3.2 million, $3.6 million and $5.2 million, respectively, related to the write-off of various pursuit and out-of-pocket costs for terminated acquisition, disposition and development transactions. These costs, totaling $4.2 million, $4.0 million and $5.5 million, respectively, are included in other expenses in the accompanying consolidated statements of operations and comprehensive income. See Note 4 for details on the property acquisition costs related to the Archstone Transaction.

During the years ended December 31, 2015 and 2014, the Company received $6.0 million and $2.8 million, respectively, for the settlement of various litigation/insurance claims, which are included in interest and other income in the accompanying consolidated statements of operations and comprehensive income.

During the year ended December 31, 2013, the Company sold a technology investment it had previously written off, receiving proceeds of $2.1 million that were recorded as a realized gain on sale and are included in interest and other income in the accompanying consolidated statements of operations and comprehensive income.

During the year ended December 31, 2011, the Company disposed of its corporate housing business for a sales price of approximately $4.0 million, of which the Company provided $2.0 million of seller financing to the buyer. At the time of sale, the full amount of the seller financing was reserved against and the related gain was deferred. During the year ended December 31, 2013, the Company collected $1.5 million, which represented its final reimbursement of the $2.0 million of seller financing. The Company has recognized a cumulative net gain on the sale of approximately $2.9 million.

F-64


19.	Quarterly Financial Data (Unaudited)

Equity Residential

The following unaudited quarterly data has been prepared on the basis of a December 31 year-end. Amounts are in thousands, except for per share amounts.



	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2015	3/31		6/30		9/30		12/31
Total revenues	$	666,371	$	679,112	$	696,289	$	703,193
Operating income	218,171		246,184		257,501		286,964
Income from continuing operations	190,069		298,504		205,375		213,673
Discontinued operations, net	155		114		81		47
Net income *	190,224		298,618		205,456		213,720
Net income available to Common Shares	178,842		285,587		195,859		202,989
Earnings per share – basic:
Net income available to Common Shares	$	0.49	$	0.79	$	0.54	$	0.56
Weighted average Common Shares outstanding	363,098		363,476		363,579		363,828
Earnings per share – diluted:
Net income available to Common Shares	$	0.49	$	0.78	$	0.53	$	0.55
Weighted average Common Shares outstanding	380,327		380,491		380,663		381,220



	First Quarter		Second Quarter		Third Quarter			Fourth Quarter
2014	3/31		6/30		9/30			12/31
Total revenues	$	633,442	$	652,568	$	664,078		$	664,660
Operating income	199,259		228,310		243,274			250,532
Income from continuing operations	81,680		117,210		231,252			226,959
Discontinued operations, net	1,052		510		(62		)	82
Net income *	82,732		117,720		231,190			227,041
Net income available to Common Shares	78,099		111,654		220,707			216,703
Earnings per share – basic:
Net income available to Common Shares	$	0.22	$	0.31	$	0.61		$	0.60
Weighted average Common Shares outstanding	360,470		360,809		361,409			362,018
Earnings per share – diluted:
Net income available to Common Shares	$	0.22	$	0.31	$	0.61		$	0.59
Weighted average Common Shares outstanding	376,384		377,118		377,954			378,886

The Company did not have any extraordinary items or cumulative effect of change in accounting principle during the years ended December 31, 2015 and 2014. Therefore, income before extraordinary items and cumulative effect of change in accounting principle is not shown as it was equal to the net income amounts disclosed above.

F-65

ERP Operating Limited Partnership

The following unaudited quarterly data has been prepared on the basis of a December 31 year-end. Amounts are in thousands, except for per Unit amounts.



	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2015	3/31		6/30		9/30		12/31
Total revenues	$	666,371	$	679,112	$	696,289	$	703,193
Operating income	218,171		246,184		257,501		286,964
Income from continuing operations	190,069		298,504		205,375		213,673
Discontinued operations, net	155		114		81		47
Net income *	190,224		298,618		205,456		213,720
Net income available to Units	185,901		296,941		203,637		211,039
Earnings per Unit – basic:
Net income available to Units	$	0.49	$	0.79	$	0.54	$	0.56
Weighted average Units outstanding	376,696		377,063		377,147		377,380
Earnings per Unit – diluted:
Net income available to Units	$	0.49	$	0.78	$	0.53	$	0.55
Weighted average Units outstanding	380,327		380,491		380,663		381,220



	First Quarter		Second Quarter		Third Quarter			Fourth Quarter
2014	3/31		6/30		9/30			12/31
Total revenues	$	633,442	$	652,568	$	664,078		$	664,660
Operating income	199,259		228,310		243,274			250,532
Income from continuing operations	81,680		117,210		231,252			226,959
Discontinued operations, net	1,052		510		(62		)	82
Net income *	82,732		117,720		231,190			227,041
Net income available to Units	81,192		116,096		229,445			225,261
Earnings per Unit – basic:
Net income available to Units	$	0.22	$	0.31	$	0.61		$	0.60
Weighted average Units outstanding	374,201		374,551		375,116			375,711
Earnings per Unit – diluted:
Net income available to Units	$	0.22	$	0.31	$	0.61		$	0.59
Weighted average Units outstanding	376,384		377,118		377,954			378,886

The Operating Partnership did not have any extraordinary items or cumulative effect of change in accounting principle during the years ended December 31, 2015 and 2014. Therefore, income before extraordinary items and cumulative effect of change in accounting principle is not shown as it was equal to the net income amounts disclosed above.

F-66

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

Overall Summary

December 31, 2015



	Properties (H)	Apartment Units (H)	Investment in Real Estate, Gross		Accumulated Depreciation			Investment in Real Estate, Net		Encumbrances (1)
Investment in Real Estate – Wholly Owned Unencumbered	211	52,513	$	17,437,812,582	$	(3,224,397,212	)	$	14,213,415,370	$	—
Investment in Real Estate – Wholly Owned Encumbered	87	23,686	7,054,964,658		(1,464,311,726		)	5,590,652,932		4,220,456,586
Investment in Real Estate – Wholly Owned Properties	298	76,199	24,492,777,240		(4,688,708,938		)	19,804,068,302		4,220,456,586

Investment in Real Estate – Partially Owned Unencumbered	9	1,661	262,146,372		(96,031,075		)	166,115,297		—
Investment in Real Estate – Partially Owned Encumbered	10	2,110	427,427,967		(120,665,999		)	306,761,968		343,428,578
Investment in Real Estate – Partially Owned Properties	19	3,771	689,574,339		(216,697,074		)	472,877,265		343,428,578

Total Investment in Real Estate	317	79,970	$	25,182,351,579	$	(4,905,406,012	)	$	20,276,945,567	$	4,563,885,164

Real Estate Held For Sale – Wholly Owned Unencumbered	68	21,494	$	3,118,799,507	$	(1,075,431,644	)	$	2,043,367,863	$	—
Real Estate Held For Sale – Wholly Owned Encumbered (2)	4	1,768	241,545,360		(103,778,656		)	137,766,704		140,985,116
Total Real Estate Held For Sale	72	23,262	$	3,360,344,867	$	(1,179,210,300	)	$	2,181,134,567	$	140,985,116

Total Unencumbered Properties	288	75,668	$	20,818,758,461	$	(4,395,859,931	)	$	16,422,898,530	$	—
Total Encumbered Properties	101	27,564	7,723,937,985		(1,688,756,381		)	6,035,181,604		4,704,870,280
Total Investment in Real Estate and Real Estate Held For Sale	389	103,232	$	28,542,696,446	$	(6,084,616,312	)	$	22,458,080,134	$	4,704,870,280


(1)	See attached Encumbrances Reconciliation.


(2)	Includes certain mortgage debt that was required to be paid off prior to closing the Starwood Transaction.

S-1

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

Encumbrances Reconciliation

December 31, 2015



Portfolio/Entity Encumbrances	Number of Properties Encumbered by	See Properties With Note:	Partially Owned Encumbrances		Wholly Owned Encumbrances		Total Amount
EQR-Fanwell 2007 LP	4	I	$	—	$	300,000,000	$	300,000,000
EQR-Wellfan 2008 LP (R)	10	J	—		550,000,000		550,000,000
ASN-Fannie Mae 3	5	K	24,223,525		438,177,000		462,400,525
Archstone Master Property Holdings LLC	13	L	—		800,000,000		800,000,000
Portfolio/Entity Encumbrances	32		24,223,525		2,088,177,000		2,112,400,525
Property Encumbrances – Investment in Real Estate			319,205,053		2,132,279,586		2,451,484,639
Total Encumbrances – Investment in Real Estate			343,428,578		4,220,456,586		4,563,885,164
Property Encumbrances – Real Estate Held For Sale			—		140,985,116		140,985,116
Total Encumbrances per Financial Statements			$	343,428,578	$	4,361,441,702	$	4,704,870,280

S-2

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III – Real Estate and Accumulated Depreciation

(Amounts in thousands)

The changes in total real estate for the years ended December 31, 2015, 2014 and 2013 are as follows:



	2015			2014			2013
Balance, beginning of year	$	27,675,383		$	26,800,948		$	21,008,429
Acquisitions and development	964,645			1,121,423			9,273,492
Improvements	186,104			191,243			139,950
Dispositions and other	(283,435		)	(438,231		)	(3,620,923		)
Balance, end of year (1)	$	28,542,697		$	27,675,383		$	26,800,948

The changes in accumulated depreciation for the years ended December 31, 2015, 2014 and 2013 are as follows:



	2015			2014			2013
Balance, beginning of year	$	5,432,805		$	4,807,709		$	4,912,221
Depreciation	765,895			758,861			1,013,353
Dispositions and other	(114,084		)	(133,765		)	(1,117,865		)
Balance, end of year (1)	$	6,084,616		$	5,432,805		$	4,807,709

(1) Balances at December 31, 2015 include assets classified as real estate held for sale

S-3

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2015



Description					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)			Gross Amount Carried at Close of Period 12/31/15
Apartment Name	Location	Retail/Commercial Space	Date of Construction	Apartment Units (H)	Land		Building & Fixtures		Building & Fixtures			Land		Building & Fixtures (A)		Total (B)		Accumulated Depreciation (C)			Investment in Real Estate, Net at 12/31/15 (B)			Encumbrances
Investment in Real Estate – Wholly Owned Unencumbered:
100 K Street	Washington, D.C.	—	(F)	—	$	15,600,000	$	3,409,415	$	—		$	15,600,000	$	3,409,415	$	19,009,415	$	—			$	19,009,415	$	—
170 Amsterdam	New York, NY	G	2015	236	—		111,609,104		3,648			—		111,612,752		111,612,752		(2,550,383		)		109,062,369		—
175 Kent	Brooklyn, NY	G	2011	113	22,037,831		53,962,169		1,187,580			22,037,831		55,149,749		77,187,580		(10,449,629		)		66,737,951		—
180 Montague (fka Brooklyn Heights)	Brooklyn, NY	G	2000	193	32,400,000		92,675,228		1,964,453			32,400,000		94,639,681		127,039,681		(13,281,633		)		113,758,048		—
1111 Belle Pre (fka The Madison)	Alexandria, VA	G	2014	360	18,937,702		92,822,313		109,202			18,937,702		92,931,515		111,869,217		(8,083,006		)		103,786,211		—
1210 Mass	Washington, D.C.	G	2004	144	9,213,512		36,559,189		1,158,827			9,213,512		37,718,016		46,931,528		(14,010,670		)		32,920,858		—
1401 E. Madison	Seattle, WA	—	(F)	—	10,394,673		2,735,646		—			10,394,673		2,735,646		13,130,319		—				13,130,319		—
1500 Mass Ave	Washington, D.C.	G	1951	556	54,638,298		40,361,702		13,920,874			54,638,298		54,282,576		108,920,874		(18,412,591		)		90,508,283		—
1800 Oak (fka Rosslyn)	Arlington, VA	G	2003	314	31,400,000		109,005,734		2,461,258			31,400,000		111,466,992		142,866,992		(15,629,471		)		127,237,521		—
200 N Lemon Street	Anaheim, CA	—	(F)	—	5,865,235		3,722,655		—			5,865,235		3,722,655		9,587,890		—				9,587,890		—
2nd & Pine (fka 204-206 Pine Street/1610 2nd Avenue)	Seattle, WA	G	(F)	—	22,323,720		73,357,643		—			22,323,720		73,357,643		95,681,363		—				95,681,363		—
2201 Pershing Drive	Arlington, VA	G	2012	188	11,321,198		49,674,175		2,036,904			11,321,198		51,711,079		63,032,277		(7,033,954		)		55,998,323		—
2201 Wilson	Arlington, VA	G	2000	219	21,900,000		78,724,663		1,495,753			21,900,000		80,220,416		102,120,416		(11,064,780		)		91,055,636		—
2400 M St	Washington, D.C.	G	2006	359	30,006,593		114,013,785		3,650,345			30,006,593		117,664,130		147,670,723		(41,374,875		)		106,295,848		—
315 on A	Boston, MA	G	2013	202	14,450,070		115,824,930		169,215			14,450,070		115,994,145		130,444,215		(6,171,735		)		124,272,480		—
340 Fremont (fka Rincon Hill)	San Francisco, CA	—	(F)	—	42,000,000		176,850,680		—			42,000,000		176,850,680		218,850,680		—				218,850,680		—
45 Worthington	Boston, MA	—	(F)	—	—		1,648,869		—			—		1,648,869		1,648,869		—				1,648,869		—
420 East 80th Street	New York, NY	—	1961	155	39,277,000		23,026,984		4,002,776			39,277,000		27,029,760		66,306,760		(11,554,868		)		54,751,892		—
425 Mass	Washington, D.C.	G	2009	559	28,150,000		138,600,000		3,574,977			28,150,000		142,174,977		170,324,977		(34,957,838		)		135,367,139		—
455 I Street (fka 443-459 Eye Street)	Washington, D.C.	G	(F)	—	12,762,857		16,214,611		—			12,762,857		16,214,611		28,977,468		—				28,977,468		—
4885 Edgemoor Lane	Bethesda, MD	—	(F)	—	—		875,185		—			—		875,185		875,185		—				875,185		—
4th and Hill	Los Angeles, CA	—	(F)	—	13,131,456		5,642,930		—			13,131,456		5,642,930		18,774,386		—				18,774,386		—
600 Washington	New York, NY	G	2004	135	32,852,000		43,140,551		580,906			32,852,000		43,721,457		76,573,457		(16,469,799		)		60,103,658		—
660 Washington (fka Boston Common)	Boston, MA	G	2006	420	106,100,000		166,311,679		1,378,724			106,100,000		167,690,403		273,790,403		(23,978,444		)		249,811,959		—
70 Greene	Jersey City, NJ	G	2010	480	28,108,899		236,763,553		838,875			28,108,899		237,602,428		265,711,327		(50,058,634		)		215,652,693		—
71 Broadway	New York, NY	G	1997	238	22,611,600		77,492,171		12,183,139			22,611,600		89,675,310		112,286,910		(35,917,280		)		76,369,630		—
77 Bluxome	San Francisco, CA	—	2007	102	5,249,124		18,609,876		175,686			5,249,124		18,785,562		24,034,686		(3,551,433		)		20,483,253		—
777 Sixth	New York, NY	G	2002	294	65,352,706		65,747,294		1,708,867			65,352,706		67,456,161		132,808,867		(22,000,130		)		110,808,737		—
88 Hillside	Daly City, CA	G	2011	95	7,786,800		31,587,325		1,740,889			7,786,800		33,328,214		41,115,014		(5,965,778		)		35,149,236		—
855 Brannan (fka 801 Brannan)	San Francisco, CA	G	(F)	—	41,363,921		59,118,300		—			41,363,921		59,118,300		100,482,221		—				100,482,221		—
Abington Glen	Abington, MA	—	1968	90	553,105		3,697,396		2,707,619			553,105		6,405,015		6,958,120		(4,378,376		)		2,579,744		—
Alban Towers	Washington, D.C.	—	1934	229	18,900,000		89,794,201		646,083			18,900,000		90,440,284		109,340,284		(12,554,736		)		96,785,548		—
Altitude (fka Village at Howard Hughes, The (Lots 1 & 2))	Los Angeles, CA	—	(F)	—	43,783,485		110,209,151		—			43,783,485		110,209,151		153,992,636		—				153,992,636		—
Alton, The (fka Millikan)	Irvine, CA	—	(F)	—	11,049,027		64,366,946		—			11,049,027		64,366,946		75,415,973		—				75,415,973		—
Arbor Terrace	Sunnyvale, CA	—	1979	175	9,057,300		18,483,642		2,639,125			9,057,300		21,122,767		30,180,067		(13,158,508		)		17,021,559		—
Arboretum (MA)	Canton, MA	—	1989	156	4,685,900		10,992,751		4,207,099			4,685,900		15,199,850		19,885,750		(8,869,308		)		11,016,442		—
Artisan on Second	Los Angeles, CA	—	2008	118	8,000,400		36,074,600		469,032			8,000,400		36,543,632		44,544,032		(7,896,054		)		36,647,978		—
Artistry Emeryville (fka Emeryville)	Emeryville, CA	—	1994	261	12,300,000		61,466,267		1,771,039			12,300,000		63,237,306		75,537,306		(9,620,717		)		65,916,589		—
Avenue Two	Redwood City, CA	—	1972	123	7,995,000		18,005,000		1,647,581			7,995,000		19,652,581		27,647,581		(4,179,196		)		23,468,385		—
Azure (at Mission Bay)	San Francisco, CA	—	2015	273	32,855,115		150,600,329		629			32,855,115		150,600,958		183,456,073		(2,077,524		)		181,378,549		—
Bay Hill	Long Beach, CA	—	2002	160	7,600,000		27,437,239		1,934,347			7,600,000		29,371,586		36,971,586		(11,990,933		)		24,980,653		—
Beatrice, The	New York, NY	G	2010	302	114,351,405		165,648,595		676,595			114,351,405		166,325,190		280,676,595		(29,116,223		)		251,560,372		—
Belle Arts Condominium Homes, LLC	Bellevue, WA	—	2000	1	63,158		248,929		(5,320		)	63,158		243,609		306,767		—				306,767		—
Belle Fontaine	Marina Del Rey, CA	—	2003	102	9,098,808		28,701,192		473,126			9,098,808		29,174,318		38,273,126		(5,588,486		)		32,684,640		—
Berkeley Land	Berkeley, CA	—	(F)	—	14,108,910		11,357,375		—			14,108,910		11,357,375		25,466,285		—				25,466,285		—
Bradford Apartments	Newington, CT	—	1964	64	401,091		2,681,210		961,845			401,091		3,643,055		4,044,146		(2,066,615		)		1,977,531		—
Breakwater at Marina Del Rey	Marina Del Rey, CA	—	1964-1969	224	—		73,189,262		649,866			—		73,839,128		73,839,128		(11,205,489		)		62,633,639		—

S-4

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2015



Description					Initial Cost to Company		Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)	Gross Amount Carried at Close of Period 12/31/15
Apartment Name	Location	Retail/Commercial Space	Date of Construction	Apartment Units (H)	Land	Building & Fixtures	Building & Fixtures	Land	Building & Fixtures (A)	Total (B)	Accumulated Depreciation (C)		Investment in Real Estate, Net at 12/31/15 (B)		Encumbrances
Briar Knoll Apts	Vernon, CT	—	1986	150	928,972	6,209,988	2,633,266	928,972	8,843,254	9,772,226	(4,794,357	)		4,977,869	—
Briarwood (CA)	Sunnyvale, CA	—	1985	192	9,991,500	22,247,278	3,514,394	9,991,500	25,761,672	35,753,172	(14,944,409	)		20,808,763	—
Bridford Lakes II	Greensboro, NC	—	(F)	—	1,100,564	792,508	—	1,100,564	792,508	1,893,072	—			1,893,072	—
Brooklyner, The (fka 111 Lawrence)	Brooklyn, NY	G	2010	490	40,099,922	221,438,631	1,387,079	40,099,922	222,825,710	262,925,632	(38,804,697	)		224,120,935	—
Cambridge Park	Cambridge, MA	G	2002	312	31,200,000	106,048,587	2,123,216	31,200,000	108,171,803	139,371,803	(15,523,923	)		123,847,880	—
Carlyle Mill	Alexandria, VA	—	2002	317	10,000,000	51,367,913	7,134,848	10,000,000	58,502,761	68,502,761	(26,086,693	)		42,416,068	—
Cascade	Seattle, WA	G	(F)	—	23,751,564	43,951,916	—	23,751,564	43,951,916	67,703,480	—			67,703,480	—
Centennial (fka Centennial Court & Centennial Tower)	Seattle, WA	G	1991/2001	408	9,700,000	70,080,378	8,150,667	9,700,000	78,231,045	87,931,045	(30,555,738	)		57,375,307	—
Centre Club Combined	Ontario, CA	—	1994 & 2002	412	7,436,000	33,014,789	6,071,471	7,436,000	39,086,260	46,522,260	(20,011,745	)		26,510,515	—
Church Corner	Cambridge, MA	G	1987	85	5,220,000	16,744,643	2,021,207	5,220,000	18,765,850	23,985,850	(7,784,093	)		16,201,757	—
City Gate at Cupertino (fka Cupertino)	Cupertino, CA	—	1998	311	40,400,000	95,937,046	3,164,548	40,400,000	99,101,594	139,501,594	(13,831,042	)		125,670,552	—
City Pointe	Fullerton, CA	G	2004	183	6,863,792	36,476,208	799,333	6,863,792	37,275,541	44,139,333	(10,525,198	)		33,614,135	—
City Square Bellevue (fka Bellevue)	Bellevue, WA	G	1998	191	15,100,000	41,876,257	2,633,430	15,100,000	44,509,687	59,609,687	(6,132,286	)		53,477,401	—
Clarendon, The	Arlington, VA	G	2005	292	30,400,340	103,824,660	2,066,458	30,400,340	105,891,118	136,291,458	(22,819,650	)		113,471,808	—
Cleo, The	Los Angeles, CA	—	1989	92	6,615,467	14,829,335	3,799,207	6,615,467	18,628,542	25,244,009	(7,638,498	)		17,605,511	—
Corcoran House at DuPont Circle (fka DuPont Circle)	Washington, D.C.	G	1961	137	13,500,000	26,913,113	1,352,210	13,500,000	28,265,323	41,765,323	(4,701,324	)		37,063,999	—
Courthouse Plaza	Arlington, VA	G	1990	396	—	87,386,024	3,941,196	—	91,327,220	91,327,220	(14,489,207	)		76,838,013	—
Creekside (San Mateo)	San Mateo, CA	—	1985	192	9,606,600	21,193,232	3,681,274	9,606,600	24,874,506	34,481,106	(14,783,421	)		19,697,685	—
Cronins Landing	Waltham, MA	G	1998	281	32,300,000	85,119,324	3,008,274	32,300,000	88,127,598	120,427,598	(12,711,972	)		107,715,626	—
Crystal Place	Arlington, VA	—	1986	181	17,200,000	47,918,975	2,609,270	17,200,000	50,528,245	67,728,245	(7,196,001	)		60,532,244	—
Dean Estates	Taunton, MA	—	1984	58	498,080	3,329,560	840,538	498,080	4,170,098	4,668,178	(2,431,087	)		2,237,091	—
Eagle Canyon	Chino Hills, CA	—	1985	252	1,808,900	16,274,361	8,358,167	1,808,900	24,632,528	26,441,428	(16,229,794	)		10,211,634	—
Edgemont at Bethesda Metro	Bethesda, MD	—	1989	122	13,092,552	43,907,448	947,391	13,092,552	44,854,839	57,947,391	(8,612,518	)		49,334,873	—
Elevé	Glendale, CA	G	2013	208	14,080,560	56,419,440	186,855	14,080,560	56,606,295	70,686,855	(5,258,108	)		65,428,747	—
Emerson Place	Boston, MA	G	1962	444	14,855,000	57,566,636	18,997,536	14,855,000	76,564,172	91,419,172	(49,539,039	)		41,880,133	—
Encinitas Heights (fka Encinitas)	Encinitas, CA	G	2002	120	12,000,000	29,207,497	294,376	12,000,000	29,501,873	41,501,873	(4,700,031	)		36,801,842	—
Encore at Sherman Oaks, The	Sherman Oaks, CA	—	1988	174	8,700,000	25,446,003	1,110,902	8,700,000	26,556,905	35,256,905	(6,547,074	)		28,709,831	—
Fountains at Emerald Park (fka Emerald Park)	Dublin, CA	—	2000	324	25,900,000	83,986,217	742,760	25,900,000	84,728,977	110,628,977	(12,566,319	)		98,062,658	—
Fox Hill Apartments	Enfield, CT	—	1974	168	1,129,018	7,547,256	2,297,171	1,129,018	9,844,427	10,973,445	(5,478,777	)		5,494,668	—
Fremont Center	Fremont, CA	G	2002	322	25,800,000	78,753,114	1,392,624	25,800,000	80,145,738	105,945,738	(11,547,488	)		94,398,250	—
Gallery, The	Hermosa Beach, CA	—	1971	169	18,144,000	46,567,941	2,495,809	18,144,000	49,063,750	67,207,750	(18,185,915	)		49,021,835	—
Gateway at Malden Center	Malden, MA	G	1988	203	9,209,780	25,722,666	13,139,391	9,209,780	38,862,057	48,071,837	(19,457,428	)		28,614,409	—
Geary Court Yard	San Francisco, CA	—	1990	164	1,722,400	15,471,429	4,137,461	1,722,400	19,608,890	21,331,290	(11,745,089	)		9,586,201	—
Glen Meadow	Franklin, MA	—	1971	288	2,339,330	16,133,588	4,187,941	2,339,330	20,321,529	22,660,859	(12,098,366	)		10,562,493	—
Greenfield Village	Rocky Hill , CT	—	1965	151	911,534	6,093,418	827,545	911,534	6,920,963	7,832,497	(3,865,157	)		3,967,340	—
Hampshire Place	Los Angeles, CA	—	1989	259	10,806,000	30,335,330	3,646,785	10,806,000	33,982,115	44,788,115	(14,251,207	)		30,536,908	—
Harbor Steps	Seattle, WA	G	2000	758	59,387,158	158,829,432	15,887,513	59,387,158	174,716,945	234,104,103	(66,524,689	)		167,579,414	—
Heritage at Stone Ridge	Burlington, MA	—	2005	180	10,800,000	31,808,335	1,471,640	10,800,000	33,279,975	44,079,975	(12,980,415	)		31,099,560	—
Heritage Ridge	Lynwood, WA	—	1999	197	6,895,000	18,983,597	1,006,685	6,895,000	19,990,282	26,885,282	(8,656,120	)		18,229,162	—
Heron Pointe	Boynton Beach, FL	—	1989	192	1,546,700	7,774,676	2,626,877	1,546,700	10,401,553	11,948,253	(7,058,305	)		4,889,948	—
Hesby	North Hollywood, CA	—	2013	308	23,299,892	102,700,108	203,388	23,299,892	102,903,496	126,203,388	(9,214,042	)		116,989,346	—
High Meadow	Ellington, CT	—	1975	100	583,679	3,901,774	1,342,073	583,679	5,243,847	5,827,526	(2,886,630	)		2,940,896	—
Highland Glen	Westwood, MA	—	1979	180	2,229,095	16,828,153	2,895,346	2,229,095	19,723,499	21,952,594	(10,982,160	)		10,970,434	—
Highland Glen II	Westwood, MA	—	2007	102	—	19,875,857	203,172	—	20,079,029	20,079,029	(6,387,155	)		13,691,874	—
Highlands at Cherry Hill	Cherry Hills, NJ	—	2002	170	6,800,000	21,459,108	1,058,592	6,800,000	22,517,700	29,317,700	(8,801,180	)		20,516,520	—
Highlands at South Plainfield	South Plainfield, NJ	—	2000	252	10,080,000	37,526,912	1,313,527	10,080,000	38,840,439	48,920,439	(14,496,059	)		34,424,380	—
Hikari	Los Angeles, CA	G	2007	128	9,435,760	32,564,240	494,697	9,435,760	33,058,937	42,494,697	(6,882,542	)		35,612,155	—

S-5

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2015



Description					Initial Cost to Company		Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)	Gross Amount Carried at Close of Period 12/31/15
Apartment Name	Location	Retail/Commercial Space	Date of Construction	Apartment Units (H)	Land	Building & Fixtures	Building & Fixtures	Land	Building & Fixtures (A)	Total (B)	Accumulated Depreciation (C)		Investment in Real Estate, Net at 12/31/15 (B)		Encumbrances
Hudson Crossing	New York, NY	G	2003	259	23,420,000	69,977,699	2,026,803	23,420,000	72,004,502	95,424,502	(28,426,002	)		66,998,500	—
Hudson Crossing II	New York, NY	—	(F)	—	10,599,286	2,025,249	—	10,599,286	2,025,249	12,624,535	—			12,624,535	—
Hudson Pointe	Jersey City, NJ	—	2003	182	5,350,000	41,114,074	3,378,496	5,350,000	44,492,570	49,842,570	(18,501,842	)		31,340,728	—
Hunt Club II	Charlotte, NC	—	(F)	—	100,000	—	—	100,000	—	100,000	—			100,000	—
Ivory Wood	Bothell, WA	—	2000	144	2,732,800	13,888,282	874,464	2,732,800	14,762,746	17,495,546	(6,352,195	)		11,143,351	—
Jia (fka Chinatown Gateway)	Los Angeles, CA	G	2014	280	14,791,831	76,010,218	115,966	14,791,831	76,126,184	90,918,015	(7,438,023	)		83,479,992	—
Junction 47 (fka West Seattle)	Seattle, WA	G	2015	206	11,726,305	54,388,245	45	11,726,305	54,388,290	66,114,595	(684,861	)		65,429,734	—
Kelvin, The	Irvine, CA	—	2015	194	15,521,552	64,853,448	10,657	15,521,552	64,864,105	80,385,657	(1,340,371	)		79,045,286	—
Kendall Square II	Cambridge, MA	—	(F)	—	—	1,105,465	—	—	1,105,465	1,105,465	—			1,105,465	—
Landings at Port Imperial	W. New York, NJ	—	1999	276	27,246,045	37,741,050	7,917,500	27,246,045	45,658,550	72,904,595	(25,157,567	)		47,747,028	—
Lincoln Heights	Quincy, MA	—	1991	336	5,928,400	33,595,262	12,316,194	5,928,400	45,911,456	51,839,856	(29,948,038	)		21,891,818	—
Lindley Apartments	Encino, CA	—	2004	129	5,805,000	25,705,000	797,056	5,805,000	26,502,056	32,307,056	(6,457,391	)		25,849,665	—
Lofts 590	Arlington, VA	—	2005	212	20,100,000	67,909,023	291,850	20,100,000	68,200,873	88,300,873	(9,179,835	)		79,121,038	—
Lofts at Kendall Square (fka Kendall Square)	Cambridge, MA	—	1998	186	23,300,000	78,445,657	4,174,184	23,300,000	82,619,841	105,919,841	(11,149,971	)		94,769,870	—
Longacre House	New York, NY	G	2000	293	73,170,045	53,962,510	1,449,025	73,170,045	55,411,535	128,581,580	(19,189,340	)		109,392,240	—
Longfellow Place	Boston, MA	G	1975	710	47,096,917	153,899,994	73,147,489	47,096,917	227,047,483	274,144,400	(129,782,488	)		144,361,912	—
Mantena	New York, NY	G	2012	98	22,346,513	61,501,158	492,732	22,346,513	61,993,890	84,340,403	(9,234,987	)		75,105,416	—
Marina 41 (fka Marina Del Rey)	Marina Del Rey, CA	—	1973	623	—	168,842,442	4,909,098	—	173,751,540	173,751,540	(27,415,993	)		146,335,547	—
Mariposa at Playa Del Rey (fka Playa Del Rey)	Playa Del Rey, CA	—	2004	354	60,900,000	89,311,482	4,016,502	60,900,000	93,327,984	154,227,984	(13,774,366	)		140,453,618	—
Milano Lofts	Los Angeles, CA	G	1925/2006	99	8,125,216	27,378,784	381,581	8,125,216	27,760,365	35,885,581	(4,712,661	)		31,172,920	—
Monte Viejo	Phoenix, AZ	—	2004	480	12,700,000	45,926,784	1,757,827	12,700,000	47,684,611	60,384,611	(19,906,193	)		40,478,418	—
Mountain View Redevelopment	Mountain View, CA	—	(F)	—	—	6,539	—	—	6,539	6,539	—			6,539	—
Mozaic at Union Station	Los Angeles, CA	—	2007	272	8,500,000	52,529,446	1,554,378	8,500,000	54,083,824	62,583,824	(18,494,933	)		44,088,891	—
Murray Hill Tower (fka Murray Hill)	New York, NY	G	1974	270	75,800,000	102,705,401	3,764,623	75,800,000	106,470,024	182,270,024	(17,676,937	)		164,593,087	—
Northglen	Valencia, CA	—	1988	234	9,360,000	20,778,553	2,259,421	9,360,000	23,037,974	32,397,974	(12,381,522	)		20,016,452	—
Northpark	Burlingame, CA	—	1972	510	38,607,000	77,472,217	11,916,802	38,607,000	89,389,019	127,996,019	(25,399,200	)		102,596,819	—
Northridge	Pleasant Hill, CA	—	1974	221	5,527,800	14,691,705	10,416,100	5,527,800	25,107,805	30,635,605	(16,166,627	)		14,468,978	—
Oak Park Combined	Agoura Hills, CA	—	1989 & 1990	444	3,390,700	30,517,274	9,019,341	3,390,700	39,536,615	42,927,315	(27,064,200	)		15,863,115	—
Oakwood Boston	Boston, MA	G	1901	94	22,200,000	28,672,979	1,262,957	22,200,000	29,935,936	52,135,936	(4,761,170	)		47,374,766	—
Oakwood Crystal City	Arlington, VA	—	1987	162	15,400,000	35,474,336	747,540	15,400,000	36,221,876	51,621,876	(5,451,482	)		46,170,394	—
Oakwood Marina Del Rey	Marina Del Rey, CA	—	1969	597	—	120,795,359	2,191,084	—	122,986,443	122,986,443	(19,217,166	)		103,769,277	—
Ocean Crest	Solana Beach, CA	—	1986	146	5,111,200	11,910,438	3,243,097	5,111,200	15,153,535	20,264,735	(9,238,961	)		11,025,774	—
Odin (fka Tallman)	Seattle, WA	—	2015	301	16,807,519	63,101,811	241	16,807,519	63,102,052	79,909,571	(623,866	)		79,285,705	—
Old Town Lofts	Redmond, WA	G	2014	149	7,740,467	44,146,181	159,751	7,740,467	44,305,932	52,046,399	(734,373	)		51,312,026	—
One Henry Adams	San Francisco, CA	G	(F)	—	30,224,393	59,682,378	—	30,224,393	59,682,378	89,906,771	—			89,906,771	—
Pacific Place	Los Angeles, CA	—	2008	430	32,250,000	110,750,000	989,768	32,250,000	111,739,768	143,989,768	(13,998,683	)		129,991,085	—
Parc 77	New York, NY	G	1903	137	40,504,000	18,025,679	5,558,590	40,504,000	23,584,269	64,088,269	(10,342,724	)		53,745,545	—
Parc Cameron	New York, NY	G	1927	166	37,600,000	9,855,597	6,604,055	37,600,000	16,459,652	54,059,652	(8,709,483	)		45,350,169	—
Parc Coliseum	New York, NY	G	1910	177	52,654,000	23,045,751	8,549,855	52,654,000	31,595,606	84,249,606	(14,193,545	)		70,056,061	—
Parc East Towers	New York, NY	G	1977	324	102,163,000	108,989,402	8,398,427	102,163,000	117,387,829	219,550,829	(40,021,695	)		179,529,134	—
Parc on Powell (fka 1333 Powell)	Emeryville, CA	G	2015	173	16,667,059	66,308,322	4,993	16,667,059	66,313,315	82,980,374	(1,386,523	)		81,593,851	—
Park at Pentagon Row (fka Pentagon City)	Arlington, VA	G	1990	298	28,300,000	78,838,184	700,661	28,300,000	79,538,845	107,838,845	(11,504,796	)		96,334,049	—
Park Connecticut	Washington, D.C.	—	2000	142	13,700,000	59,087,519	757,785	13,700,000	59,845,304	73,545,304	(8,000,115	)		65,545,189	—
Park Hacienda (fka Hacienda)	Pleasanton, CA	—	2000	540	43,200,000	128,753,359	774,074	43,200,000	129,527,433	172,727,433	(19,900,917	)		152,826,516	—
Park West (CA)	Los Angeles, CA	—	1987/1990	444	3,033,500	27,302,383	9,419,065	3,033,500	36,721,448	39,754,948	(24,776,986	)		14,977,962	—
Parkside	Union City, CA	—	1979	208	6,246,700	11,827,453	3,981,119	6,246,700	15,808,572	22,055,272	(10,527,862	)		11,527,410	—
Pearl, The	Seattle, WA	G	2008	80	6,972,585	26,527,415	—	6,972,585	26,527,415	33,500,000	—			33,500,000	—

S-6

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2015



Description					Initial Cost to Company		Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)	Gross Amount Carried at Close of Period 12/31/15
Apartment Name	Location	Retail/Commercial Space	Date of Construction	Apartment Units (H)	Land	Building & Fixtures	Building & Fixtures	Land	Building & Fixtures (A)	Total (B)	Accumulated Depreciation (C)		Investment in Real Estate, Net at 12/31/15 (B)		Encumbrances
Pegasus	Los Angeles, CA	G	1949/2003	322	18,094,052	81,905,948	2,764,585	18,094,052	84,670,533	102,764,585	(19,826,265	)		82,938,320	—
Phillips Park	Wellesley, MA	—	1988	49	816,922	5,460,955	1,157,352	816,922	6,618,307	7,435,229	(3,766,443	)		3,668,786	—
Playa Pacifica	Hermosa Beach, CA	—	1972	285	35,100,000	33,473,822	12,699,944	35,100,000	46,173,766	81,273,766	(19,897,231	)		61,376,535	—
Portofino	Chino Hills, CA	—	1989	176	3,572,400	14,660,994	3,510,897	3,572,400	18,171,891	21,744,291	(11,352,508	)		10,391,783	—
Portofino (Val)	Valencia, CA	—	1989	216	8,640,000	21,487,126	3,296,844	8,640,000	24,783,970	33,423,970	(13,318,844	)		20,105,126	—
Portside Towers	Jersey City, NJ	G	1992-1997	527	22,487,006	96,842,913	19,873,490	22,487,006	116,716,403	139,203,409	(71,088,414	)		68,114,995	—
Potrero 1010	San Francisco, CA	G	(F)	—	40,830,011	133,910,937	—	40,830,011	133,910,937	174,740,948	—			174,740,948	—
Prado (fka Glendale)	Glendale, CA	—	1988	264	—	67,977,313	2,061,951	—	70,039,264	70,039,264	(9,953,439	)		60,085,825	—
Prime, The	Arlington, VA	—	2002	256	32,000,000	64,436,539	1,301,267	32,000,000	65,737,806	97,737,806	(23,364,019	)		74,373,787	—
Prism at Park Avenue South (fka 400 Park Avenue South)	New York, NY	G	2015	269	76,292,169	163,700,126	—	76,292,169	163,700,126	239,992,295	(5,492,140	)		234,500,155	—
Promenade at Town Center I & II	Valencia, CA	—	2001	564	28,200,000	69,795,915	5,471,517	28,200,000	75,267,432	103,467,432	(33,050,350	)		70,417,082	—
Quarry Hills	Quincy, MA	—	2006	316	26,900,000	84,411,162	813,007	26,900,000	85,224,169	112,124,169	(12,835,782	)		99,288,387	—
Red 160 (fka Redmond Way)	Redmond, WA	G	2011	250	15,546,376	65,320,010	872,804	15,546,376	66,192,814	81,739,190	(11,437,349	)		70,301,841	—
Redmond Court	Bellevue, WA	—	1977	206	10,300,000	33,488,745	722,527	10,300,000	34,211,272	44,511,272	(5,429,653	)		39,081,619	—
Regency Palms	Huntington Beach, CA	—	1969	310	1,857,400	16,713,254	5,591,340	1,857,400	22,304,594	24,161,994	(15,853,559	)		8,308,435	—
Renaissance Villas	Berkeley, CA	G	1998	34	2,458,000	4,542,000	148,126	2,458,000	4,690,126	7,148,126	(1,571,899	)		5,576,227	—
Reserve at Mountain View (fka Mountian View)	Mountain View, CA	—	1965	180	27,000,000	33,029,605	2,601,273	27,000,000	35,630,878	62,630,878	(5,569,705	)		57,061,173	—
Reserve at Potomac Yard	Alexandria, VA	—	2002	588	11,918,917	68,862,641	7,339,599	11,918,917	76,202,240	88,121,157	(31,804,125	)		56,317,032	—
Reserve at Town Center I-III (WA)	Mill Creek, WA	G	2001, 2009, 2014	584	16,769,205	77,511,523	2,678,501	16,769,205	80,190,024	96,959,229	(24,170,095	)		72,789,134	—
Residences at Westgate I (fka Westgate II)	Pasadena, CA	G	2014	252	17,859,785	107,725,435	37,183	17,859,785	107,762,618	125,622,403	(6,461,296	)		119,161,107	—
Residences at Westgate II (fka Westgate III)	Pasadena, CA	G	2015	88	12,118,061	39,965,098	3,415	12,118,061	39,968,513	52,086,574	(1,103,584	)		50,982,990	—
Rianna I	Seattle, WA	G	2000	78	2,268,160	14,864,482	500,196	2,268,160	15,364,678	17,632,838	(4,413,092	)		13,219,746	—
Ridgewood Village I&II	San Diego, CA	—	1997	408	11,809,500	34,004,048	5,222,765	11,809,500	39,226,813	51,036,313	(21,544,992	)		29,491,321	—
Riva Terra I (fka Redwood Shores)	Redwood City, CA	—	1986	304	34,963,355	84,587,658	1,065,313	34,963,355	85,652,971	120,616,326	(13,337,511	)		107,278,815	—
Riva Terra II (fka Harborside)	Redwood City, CA	—	1986	149	17,136,645	40,536,531	1,657,715	17,136,645	42,194,246	59,330,891	(6,014,126	)		53,316,765	—
River Tower	New York, NY	G	1982	323	118,669,441	98,880,559	6,922,776	118,669,441	105,803,335	224,472,776	(31,766,311	)		192,706,465	—
Riverpark	Redmond, WA	G	2009	319	14,355,000	80,894,049	852,454	14,355,000	81,746,503	96,101,503	(15,145,119	)		80,956,384	—
Rivers Bend (CT)	Windsor, CT	—	1973	373	3,325,517	22,573,826	3,383,538	3,325,517	25,957,364	29,282,881	(14,452,521	)		14,830,360	—
Riverview Condominiums	Norwalk, CT	—	1991	92	2,300,000	7,406,730	2,560,055	2,300,000	9,966,785	12,266,785	(5,911,876	)		6,354,909	—
Rolling Green (Milford)	Milford, MA	—	1970	304	2,012,350	13,452,150	6,536,428	2,012,350	19,988,578	22,000,928	(11,602,104	)		10,398,824	—
Rosecliff II	Quincy, MA	—	2005	130	4,922,840	30,202,160	668,021	4,922,840	30,870,181	35,793,021	(6,606,758	)		29,186,263	—
Sakura Crossing	Los Angeles, CA	G	2009	230	14,641,990	42,858,010	516,747	14,641,990	43,374,757	58,016,747	(10,000,868	)		48,015,879	—
Seventh & James	Seattle, WA	—	1992	96	663,800	5,974,803	3,738,122	663,800	9,712,925	10,376,725	(6,665,425	)		3,711,300	—
Sheffield Court	Arlington, VA	—	1986	597	3,342,381	31,337,332	13,786,422	3,342,381	45,123,754	48,466,135	(31,901,556	)		16,564,579	—
Skycrest	Valencia, CA	—	1999	264	10,560,000	25,574,457	2,534,401	10,560,000	28,108,858	38,668,858	(15,040,496	)		23,628,362	—
Skylark	Union City, CA	—	1986	174	1,781,600	16,731,916	3,437,547	1,781,600	20,169,463	21,951,063	(11,666,506	)		10,284,557	—
Skyline Terrace	Burlingame, CA	—	1967 & 1987	138	16,836,000	35,414,000	4,411,395	16,836,000	39,825,395	56,661,395	(10,031,613	)		46,629,782	—
Skyline Towers	Falls Church, VA	G	1971	939	78,278,200	91,485,591	35,113,125	78,278,200	126,598,716	204,876,916	(60,654,648	)		144,222,268	—
SoMa II	San Francisco, CA	—	(F)	—	29,406,496	1,512,966	—	29,406,496	1,512,966	30,919,462	—			30,919,462	—
Sonterra at Foothill Ranch	Foothill Ranch, CA	—	1997	300	7,503,400	24,048,507	4,091,719	7,503,400	28,140,226	35,643,626	(16,219,354	)		19,424,272	—
South City Station (fka South San Francisco)	San Francisco, CA	G	2007	360	68,900,000	79,476,861	2,029,236	68,900,000	81,506,097	150,406,097	(12,682,198	)		137,723,899	—
South Winds	Fall River, MA	—	1971	404	2,481,821	16,780,359	5,786,341	2,481,821	22,566,700	25,048,521	(12,988,103	)		12,060,418	—
Southwood	Palo Alto, CA	—	1985	100	6,936,600	14,324,069	3,133,285	6,936,600	17,457,354	24,393,954	(10,724,438	)		13,669,516	—
Springbrook Estates	Riverside, CA	—	(F)	—	18,200,000	—	—	18,200,000	—	18,200,000	—			18,200,000	—
Square One	Seattle, WA	—	2014	112	7,222,544	26,277,456	11,820	7,222,544	26,289,276	33,511,820	(2,132,808	)		31,379,012	—

S-7

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2015



Description					Initial Cost to Company		Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)	Gross Amount Carried at Close of Period 12/31/15
Apartment Name	Location	Retail/Commercial Space	Date of Construction	Apartment Units (H)	Land	Building & Fixtures	Building & Fixtures	Land	Building & Fixtures (A)	Total (B)	Accumulated Depreciation (C)		Investment in Real Estate, Net at 12/31/15 (B)		Encumbrances
Summerset Village II	Chatsworth, CA	—	(F)	—	260,646	—	—	260,646	—	260,646	—			260,646	—
Summit & Birch Hill	Farmington, CT	—	1967	186	1,757,438	11,748,112	3,699,790	1,757,438	15,447,902	17,205,340	(9,010,282	)		8,195,058	—
Summit at Sausalito (fka Sausalito)	Sausalito, CA	—	1978	198	26,000,000	28,435,024	3,038,378	26,000,000	31,473,402	57,473,402	(5,983,695	)		51,489,707	—
Ten23 (fka 500 West 23rd Street)	New York, NY	G	2011	111	—	58,881,773	145,689	—	59,027,462	59,027,462	(8,159,767	)		50,867,695	—
Terraces, The	San Francisco, CA	G	1975	117	14,087,610	16,314,151	792,092	14,087,610	17,106,243	31,193,853	(4,289,162	)		26,904,691	—
Third Square	Cambridge, MA	G	2008/2009	471	26,767,171	218,822,728	3,752,897	26,767,171	222,575,625	249,342,796	(54,468,452	)		194,874,344	—
Three20	Seattle, WA	G	2013	134	7,030,766	29,005,762	620,352	7,030,766	29,626,114	36,656,880	(2,968,086	)		33,688,794	—
Town Center South Commercial Tract	St. Charles, MD	—	(F)	—	1,500,000	9,394	—	1,500,000	9,394	1,509,394	—			1,509,394	—
Town Square at Mark Center II	Alexandria, VA	—	2001	272	15,568,464	55,029,607	891,715	15,568,464	55,921,322	71,489,786	(15,215,629	)		56,274,157	—
Trump Place, 140 Riverside	New York, NY	G	2003	354	103,539,100	94,082,725	5,016,383	103,539,100	99,099,108	202,638,208	(37,252,860	)		165,385,348	—
Trump Place, 160 Riverside	New York, NY	G	2001	455	139,933,500	190,964,745	11,256,618	139,933,500	202,221,363	342,154,863	(74,504,178	)		267,650,685	—
Trump Place, 180 Riverside	New York, NY	G	1998	516	144,968,250	138,346,681	9,992,673	144,968,250	148,339,354	293,307,604	(56,241,522	)		237,066,082	—
Urbana (fka Market Street Landing)	Seattle, WA	G	2014	287	12,542,418	74,480,619	269,601	12,542,418	74,750,220	87,292,638	(6,439,418	)		80,853,220	—
Uwajimaya Village	Seattle, WA	—	2002	176	8,800,000	22,188,288	528,472	8,800,000	22,716,760	31,516,760	(9,395,695	)		22,121,065	—
Vantage Pointe	San Diego, CA	G	2009	679	9,403,960	190,596,040	7,589,101	9,403,960	198,185,141	207,589,101	(45,420,591	)		162,168,510	—
Veloce	Redmond, WA	G	2009	322	15,322,724	76,176,594	451,368	15,322,724	76,627,962	91,950,686	(11,158,120	)		80,792,566	—
Verde Condominium Homes (fka Mission Verde, LLC)	San Jose, CA	—	1986	108	5,190,700	9,679,109	4,136,146	5,190,700	13,815,255	19,005,955	(8,802,858	)		10,203,097	—
Veridian (fka Silver Spring)	Silver Spring, MD	G	2009	457	18,539,817	130,407,365	1,610,778	18,539,817	132,018,143	150,557,960	(29,933,549	)		120,624,411	—
Villa Solana	Laguna Hills, CA	—	1984	272	1,665,100	14,985,678	9,240,278	1,665,100	24,225,956	25,891,056	(17,544,510	)		8,346,546	—
Village at Del Mar Heights, The (fka Del Mar Heights)	San Diego, CA	—	1986	168	15,100,000	40,859,396	452,196	15,100,000	41,311,592	56,411,592	(6,269,124	)		50,142,468	—
Virginia Square	Arlington, VA	G	2002	231	—	85,940,003	2,314,664	—	88,254,667	88,254,667	(12,224,720	)		76,029,947	—
Vista 99 (fka Tasman)	San Jose, CA	—	(F)	—	27,709,329	163,443,672	—	27,709,329	163,443,672	191,153,001	—			191,153,001	—
Vista Del Lago	Mission Viejo, CA	—	1986-1988	608	4,525,800	40,736,293	15,916,279	4,525,800	56,652,572	61,178,372	(41,596,423	)		19,581,949	—
Vista on Courthouse	Arlington, VA	—	2008	220	15,550,260	69,449,740	1,252,472	15,550,260	70,702,212	86,252,472	(18,744,668	)		67,507,804	—
Walden Park	Cambridge, MA	—	1966	232	12,448,888	52,044,448	3,777,135	12,448,888	55,821,583	68,270,471	(12,955,477	)		55,314,994	—
Watertown Square	Watertown, MA	G	2005	134	16,800,000	34,074,056	492,605	16,800,000	34,566,661	51,366,661	(5,057,515	)		46,309,146	—
Webster Green	Needham, MA	—	1985	77	1,418,893	9,485,006	1,325,106	1,418,893	10,810,112	12,229,005	(5,911,293	)		6,317,712	—
West 96th	New York, NY	G	1987	207	84,800,000	67,055,502	2,339,801	84,800,000	69,395,303	154,195,303	(12,819,335	)		141,375,968	—
West End Apartments (fka Emerson Place/ CRP II)	Boston, MA	G	2008	310	469,546	163,123,022	2,000,511	469,546	165,123,533	165,593,079	(44,450,837	)		121,142,242	—
Westchester at Rockville	Rockville, MD	—	2009	192	10,600,000	44,135,207	361,408	10,600,000	44,496,615	55,096,615	(6,548,905	)		48,547,710	—
Westmont	New York, NY	G	1986	163	64,900,000	61,143,259	1,305,267	64,900,000	62,448,526	127,348,526	(10,006,114	)		117,342,412	—
Westside	Los Angeles, CA	—	2004	204	34,200,000	56,962,630	2,192,331	34,200,000	59,154,961	93,354,961	(8,309,849	)		85,045,112	—
Westside Barrington (fka Westside Villas III)	Los Angeles, CA	—	1999	36	3,060,000	5,538,871	597,629	3,060,000	6,136,500	9,196,500	(3,105,675	)		6,090,825	—
Westside Barry (Westside Villas VI)	Los Angeles, CA	—	1989	18	1,530,000	3,023,523	402,842	1,530,000	3,426,365	4,956,365	(1,787,554	)		3,168,811	—
Westside Beloit (fka Westside Villas I)	Los Angeles, CA	—	1999	21	1,785,000	3,233,254	513,625	1,785,000	3,746,879	5,531,879	(1,945,537	)		3,586,342	—
Westside Bundy (fka Westside Villas II)	Los Angeles, CA	—	1999	23	1,955,000	3,541,435	424,651	1,955,000	3,966,086	5,921,086	(1,996,405	)		3,924,681	—
Westside Butler (fka Westside Villas IV)	Los Angeles, CA	—	1999	36	3,060,000	5,539,390	596,890	3,060,000	6,136,280	9,196,280	(3,111,743	)		6,084,537	—
Westside Villas (fka Westside Villas V &VII)	Los Angeles, CA	—	1999 & 2001	113	9,605,000	19,983,385	1,877,050	9,605,000	21,860,435	31,465,435	(10,577,308	)		20,888,127	—
Westwood Glen	Westwood, MA	—	1972	156	1,616,505	10,806,004	2,400,201	1,616,505	13,206,205	14,822,710	(7,265,245	)		7,557,465	—
Windridge (CA)	Laguna Niguel, CA	—	1989	344	2,662,900	23,985,497	9,301,611	2,662,900	33,287,108	35,950,008	(23,042,811	)		12,907,197	—
Wood Creek I	Pleasant Hill, CA	—	1987	256	9,729,900	23,009,768	6,723,042	9,729,900	29,732,810	39,462,710	(19,191,248	)		20,271,462	—
Woodbridge (CT)	Newington, CT	—	1968	73	498,377	3,331,548	1,316,602	498,377	4,648,150	5,146,527	(2,687,633	)		2,458,894	—
Woodland Park	East Palo Alto, CA	G	1953	1,811	74,900,178	61,407,965	10,172,148	74,900,178	71,580,113	146,480,291	(29,503,957	)		116,976,334	—
Management Business	Chicago, IL	—	(D)	—	—	—	107,367,022	—	107,367,022	107,367,022	(84,488,405	)		22,878,617	—
Operating Partnership	Chicago, IL	—	(F)	—	—	10,060,473	—	—	10,060,473	10,060,473	—			10,060,473	—
Investment in Real Estate – Wholly Owned Unencumbered				52,513	4,495,508,075	12,087,293,175	855,011,332	4,495,508,075	12,942,304,507	17,437,812,582	(3,224,397,212	)		14,213,415,370	—

S-8

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2015



Description					Initial Cost to Company		Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)	Gross Amount Carried at Close of Period 12/31/15
Apartment Name	Location	Retail/Commercial Space	Date of Construction	Apartment Units (H)	Land	Building & Fixtures	Building & Fixtures	Land	Building & Fixtures (A)	Total (B)	Accumulated Depreciation (C)		Investment in Real Estate, Net at 12/31/15 (B)		Encumbrances
Investment in Real Estate – Wholly Owned Encumbered:
101 West End	New York, NY	G	2000	506	190,600,000	131,374,708	2,576,456	190,600,000	133,951,164	324,551,164	(24,450,561	)		300,100,603	106,080,734
1401 Joyce on Pentagon Row	Arlington, VA	—	2004	326	9,780,000	89,668,165	2,229,551	9,780,000	91,897,716	101,677,716	(25,254,785	)		76,422,931	57,428,472
2501 Porter	Washington, D.C.	—	1988	202	13,000,000	75,271,179	2,533,202	13,000,000	77,804,381	90,804,381	(10,706,382	)		80,097,999	(L)
300 East 39th (fka East 39th)	New York, NY	G	2001	254	48,900,000	96,174,639	1,477,085	48,900,000	97,651,724	146,551,724	(14,652,321	)		131,899,403	60,075,893
303 East 83rd (fka Camargue)	New York, NY	G	1976	261	79,400,000	79,122,624	1,412,483	79,400,000	80,535,107	159,935,107	(13,348,028	)		146,587,079	(L)
3003 Van Ness (fka Van Ness)	Washington, D.C.	—	1970	625	56,300,000	141,191,580	2,859,298	56,300,000	144,050,878	200,350,878	(22,215,124	)		178,135,754	(K)
425 Broadway	Santa Monica, CA	G	2001	101	12,600,000	34,394,772	1,594,856	12,600,000	35,989,628	48,589,628	(4,950,823	)		43,638,805	(L)
4701 Willard	Chevy Chase, MD	G	1966	517	76,921,130	153,947,682	27,665,480	76,921,130	181,613,162	258,534,292	(32,880,043	)		225,654,249	95,363,077
55 West Fifth I & II (fka Townhouse Plaza and Gardens)	San Mateo, CA	—	1964/1972	241	21,041,710	71,931,323	10,143,724	21,041,710	82,075,047	103,116,757	(13,529,391	)		89,587,366	28,269,109
77 Park Avenue (fka Hoboken)	Hoboken, NJ	G	2000	301	27,900,000	168,992,440	3,529,188	27,900,000	172,521,628	200,421,628	(22,319,468	)		178,102,160	(K)
800 Sixth Ave (fka Chelsea)	New York, NY	G	2003	266	59,900,000	155,861,605	503,998	59,900,000	156,365,603	216,265,603	(21,941,504	)		194,324,099	77,542,253
929 Mass (fka 929 House)	Cambridge, MA	G	1975	127	3,252,993	21,745,595	6,057,741	3,252,993	27,803,336	31,056,329	(14,907,606	)		16,148,723	1,408,857
Academy Village	North Hollywood, CA	—	1989	248	25,000,000	23,593,194	7,547,018	25,000,000	31,140,212	56,140,212	(15,489,771	)		40,650,441	20,000,000
Acappella	Pasadena, CA	—	2002	143	5,839,548	29,360,452	1,386,963	5,839,548	30,747,415	36,586,963	(7,867,305	)		28,719,658	19,548,601
Acton Courtyard	Berkeley, CA	G	2003	71	5,550,000	15,785,509	179,627	5,550,000	15,965,136	21,515,136	(5,574,135	)		15,941,001	9,920,000
Alborada	Fremont, CA	—	1999	442	24,310,000	59,214,129	4,613,227	24,310,000	63,827,356	88,137,356	(34,004,610	)		54,132,746	(I)
Alcyone	Seattle, WA	G	2004	161	11,379,497	49,360,503	312,223	11,379,497	49,672,726	61,052,223	(3,589,789	)		57,462,434	28,936,250
Arches, The	Sunnyvale, CA	—	1974	410	26,650,000	62,850,000	1,070,248	26,650,000	63,920,248	90,570,248	(15,872,496	)		74,697,752	(J)
Artech Building	Berkeley, CA	G	2002	21	1,642,000	9,152,518	307,744	1,642,000	9,460,262	11,102,262	(3,049,419	)		8,052,843	3,200,000
Artisan Square	Northridge, CA	—	2002	140	7,000,000	20,537,359	1,156,962	7,000,000	21,694,321	28,694,321	(9,975,656	)		18,718,665	22,779,715
Avanti	Anaheim, CA	—	1987	162	12,960,000	18,497,682	1,948,417	12,960,000	20,446,099	33,406,099	(7,861,843	)		25,544,256	18,169,458
Avenir Apartments	Boston, MA	G	2009	241	—	114,321,619	853,000	—	115,174,619	115,174,619	(16,129,562	)		99,045,057	92,869,154
Bachenheimer Building	Berkeley, CA	G	2004	44	3,439,000	13,866,379	136,057	3,439,000	14,002,436	17,441,436	(4,681,558	)		12,759,878	8,585,000
Bella Vista I, II, III Combined	Woodland Hills, CA	—	2003-2007	579	31,682,754	121,095,786	3,202,259	31,682,754	124,298,045	155,980,799	(45,159,303	)		110,821,496	58,055,099
Berkeleyan	Berkeley, CA	G	1998	56	4,377,000	16,022,110	351,018	4,377,000	16,373,128	20,750,128	(5,615,136	)		15,134,992	8,290,000
Calvert Woodley	Washington, D.C.	—	1962	136	12,600,000	43,527,379	1,351,455	12,600,000	44,878,834	57,478,834	(6,634,781	)		50,844,053	(L)
Carmel Terrace	San Diego, CA	—	1988-1989	384	2,288,300	20,596,281	10,947,605	2,288,300	31,543,886	33,832,186	(24,139,928	)		9,692,258	(J)
Chelsea Square	Redmond, WA	—	1991	113	3,397,100	9,289,074	1,938,442	3,397,100	11,227,516	14,624,616	(6,785,484	)		7,839,132	9,270,000
Citrus Suites	Santa Monica, CA	—	1978	70	9,000,000	16,950,326	498,789	9,000,000	17,449,115	26,449,115	(2,511,650	)		23,937,465	(L)
CityView at Longwood	Boston, MA	G	1970	295	14,704,898	79,195,102	9,909,279	14,704,898	89,104,381	103,809,279	(22,102,861	)		81,706,418	22,813,347
Cleveland House	Washington, D.C.	—	1953	214	18,300,000	66,392,414	2,268,181	18,300,000	68,660,595	86,960,595	(9,841,260	)		77,119,335	(L)
Columbia Crossing	Arlington, VA	—	1991	247	23,500,000	53,045,073	2,133,914	23,500,000	55,178,987	78,678,987	(8,468,042	)		70,210,945	(L)
Connecticut Heights	Washington, D.C.	—	1974	518	27,600,000	114,002,295	2,233,880	27,600,000	116,236,175	143,836,175	(15,994,030	)		127,842,145	(K)
Deerwood (SD)	San Diego, CA	—	1990	316	2,082,095	18,739,815	14,281,345	2,082,095	33,021,160	35,103,255	(25,264,071	)		9,839,184	(J)
Del Mar Ridge	San Diego, CA	—	1998	181	7,801,824	36,948,176	3,200,550	7,801,824	40,148,726	47,950,550	(11,807,817	)		36,142,733	23,789,381
Estancia at Santa Clara (fka Santa Clara)	Santa Clara, CA	—	2000	450	—	123,759,804	712,699	—	124,472,503	124,472,503	(18,177,935	)		106,294,568	(L)
Fairchase	Fairfax, VA	—	2007	392	23,500,000	87,722,321	486,155	23,500,000	88,208,476	111,708,476	(12,420,764	)		99,287,712	(L)
Fairfield	Stamford, CT	G	1996	263	6,510,200	39,690,120	6,807,773	6,510,200	46,497,893	53,008,093	(29,297,448	)		23,710,645	34,595,000
Fine Arts Building	Berkeley, CA	G	2004	100	7,817,000	26,462,772	322,852	7,817,000	26,785,624	34,602,624	(9,099,586	)		25,503,038	16,215,000
Flats at DuPont Circle	Washington, D.C.	—	1967	306	35,200,000	108,768,198	604,622	35,200,000	109,372,820	144,572,820	(14,855,770	)		129,717,050	(L)
Gaia Building	Berkeley, CA	G	2000	91	7,113,000	25,623,826	234,336	7,113,000	25,858,162	32,971,162	(8,785,368	)		24,185,794	14,630,000
Gaithersburg Station	Gaithersburg, MD	G	2013	389	17,500,000	74,678,917	395,060	17,500,000	75,073,977	92,573,977	(9,661,514	)		82,912,463	97,790,236
Glo	Los Angeles, CA	G	2008	201	16,047,023	48,650,963	808,007	16,047,023	49,458,970	65,505,993	(10,096,648	)		55,409,345	32,088,033
Hathaway	Long Beach, CA	—	1987	385	2,512,500	22,611,912	8,120,060	2,512,500	30,731,972	33,244,472	(21,884,752	)		11,359,720	46,517,800
Heights on Capitol Hill	Seattle, WA	G	2006	104	5,425,000	21,138,028	295,592	5,425,000	21,433,620	26,858,620	(7,621,120	)		19,237,500	28,180,585
Kelvin Court (fka Alta Pacific)	Irvine, CA	—	2008	132	10,752,145	34,628,115	387,734	10,752,145	35,015,849	45,767,994	(9,542,049	)		36,225,945	26,495,000
Kenwood Mews	Burbank, CA	—	1991	141	14,100,000	24,662,883	3,351,321	14,100,000	28,014,204	42,114,204	(10,515,075	)		31,599,129	(J)
La Terrazza at Colma Station	Colma, CA	G	2005	153	—	41,251,044	701,808	—	41,952,852	41,952,852	(14,153,248	)		27,799,604	25,175,000

S-9

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2015



Description					Initial Cost to Company		Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)	Gross Amount Carried at Close of Period 12/31/15
Apartment Name	Location	Retail/Commercial Space	Date of Construction	Apartment Units (H)	Land	Building & Fixtures	Building & Fixtures	Land	Building & Fixtures (A)	Total (B)	Accumulated Depreciation (C)		Investment in Real Estate, Net at 12/31/15 (B)		Encumbrances
Laguna Clara	Santa Clara, CA	—	1972	264	13,642,420	29,707,475	4,533,141	13,642,420	34,240,616	47,883,036	(15,885,790	)		31,997,246	(J)
Liberty Park	Brain Tree, MA	—	2000	202	5,977,504	26,749,111	5,245,483	5,977,504	31,994,594	37,972,098	(14,287,477	)		23,684,621	24,980,280
Liberty Tower	Arlington, VA	G	2008	235	16,382,822	83,817,078	1,351,073	16,382,822	85,168,151	101,550,973	(20,623,905	)		80,927,068	45,909,078
Longview Place	Waltham, MA	—	2004	348	20,880,000	90,255,509	3,935,492	20,880,000	94,191,001	115,071,001	(35,006,528	)		80,064,473	60,073,423
Market Street Village	San Diego, CA	—	2006	229	13,740,000	40,757,301	1,855,488	13,740,000	42,612,789	56,352,789	(15,053,939	)		41,298,850	(J)
Metro on First	Seattle, WA	G	2002	102	8,540,000	12,209,981	764,124	8,540,000	12,974,105	21,514,105	(4,929,664	)		16,584,441	22,843,410
Mill Creek	Milpitas, CA	—	1991	516	12,858,693	57,168,503	7,621,842	12,858,693	64,790,345	77,649,038	(28,371,508	)		49,277,530	69,312,259
Moda	Seattle, WA	G	2009	251	12,649,228	36,842,012	801,043	12,649,228	37,643,055	50,292,283	(9,806,747	)		40,485,536	(M)
Montierra (CA)	San Diego, CA	—	1990	272	8,160,000	29,360,938	7,505,606	8,160,000	36,866,544	45,026,544	(21,688,065	)		23,338,479	(J)
Mosaic at Metro	Hyattsville, MD	—	2008	260	—	59,580,898	587,443	—	60,168,341	60,168,341	(15,416,225	)		44,752,116	42,865,814
North Pier at Harborside	Jersey City, NJ	—	2003	297	4,000,159	94,290,590	2,769,431	4,000,159	97,060,021	101,060,180	(39,300,172	)		61,760,008	(I)
Oaks	Santa Clarita, CA	—	2000	520	23,400,000	61,020,438	4,561,180	23,400,000	65,581,618	88,981,618	(29,469,941	)		59,511,677	35,967,006
Olympus Towers	Seattle, WA	G	2000	328	14,752,034	73,335,425	7,047,844	14,752,034	80,383,269	95,135,303	(33,557,234	)		61,578,069	49,875,780
Park Place at San Mateo (fka San Mateo)	San Mateo, CA	G	2001	575	71,900,000	211,907,141	6,896,968	71,900,000	218,804,109	290,704,109	(30,601,516	)		260,102,593	(L)
Providence	Bothell, WA	—	2000	200	3,573,621	19,055,505	1,082,155	3,573,621	20,137,660	23,711,281	(8,760,511	)		14,950,770	(I)
Reserve at Clarendon Centre, The	Arlington, VA	G	2003	252	10,500,000	52,812,935	4,001,480	10,500,000	56,814,415	67,314,415	(24,499,908	)		42,814,507	(J)
Reserve at Eisenhower, The	Alexandria, VA	—	2002	226	6,500,000	34,585,060	1,518,215	6,500,000	36,103,275	42,603,275	(16,514,637	)		26,088,638	(J)
Reserve at Empire Lakes	Rancho Cucamonga, CA	—	2005	467	16,345,000	73,080,670	2,428,206	16,345,000	75,508,876	91,853,876	(28,451,308	)		63,402,568	(I)
Reserve at Fairfax Corner	Fairfax, VA	—	2001	652	15,804,057	63,129,050	9,196,688	15,804,057	72,325,738	88,129,795	(32,718,387	)		55,411,408	84,778,876
Rianna II	Seattle, WA	G	2002	78	2,161,840	14,433,614	317,548	2,161,840	14,751,162	16,913,002	(4,197,329	)		12,715,673	9,428,447
Rockingham Glen	West Roxbury, MA	—	1974	143	1,124,217	7,515,160	2,290,553	1,124,217	9,805,713	10,929,930	(5,551,551	)		5,378,379	523,346
Siena Terrace	Lake Forest, CA	—	1988	356	8,900,000	24,083,024	6,763,521	8,900,000	30,846,545	39,746,545	(17,527,179	)		22,219,366	38,440,808
Skyview	Rancho Santa Margarita, CA	—	1999	260	3,380,000	21,952,863	4,360,171	3,380,000	26,313,034	29,693,034	(14,316,970	)		15,376,064	30,889,928
SoMa Square Apartments (fka South Market)	San Francisco, CA	G	1986	410	79,900,000	177,316,977	4,252,808	79,900,000	181,569,785	261,469,785	(25,190,244	)		236,279,541	(L)
Summerset Village	Chatsworth, CA	—	1985	280	2,629,804	23,670,889	7,129,137	2,629,804	30,800,026	33,429,830	(19,917,548	)		13,512,282	38,039,912
Talleyrand	Tarrytown, NY	—	1997-1998	300	12,000,000	49,838,160	4,916,190	12,000,000	54,754,350	66,754,350	(27,823,399	)		38,930,951	35,000,000
Teresina	Chula Vista, CA	—	2000	440	28,600,000	61,916,670	2,749,599	28,600,000	64,666,269	93,266,269	(25,093,215	)		68,173,054	40,302,570
Toscana	Irvine, CA	—	1991/1993	563	39,410,000	50,806,072	9,924,622	39,410,000	60,730,694	100,140,694	(32,579,537	)		67,561,157	71,243,194
Touriel Building	Berkeley, CA	G	2004	35	2,736,000	7,810,027	175,855	2,736,000	7,985,882	10,721,882	(2,797,420	)		7,924,462	5,050,000
Town Square at Mark Center I (fka Millbrook I)	Alexandria, VA	—	1996	406	24,360,000	86,178,714	3,521,624	24,360,000	89,700,338	114,060,338	(34,753,726	)		79,306,612	77,353,222
Versailles	Woodland Hills, CA	—	1991	253	12,650,000	33,656,292	5,804,577	12,650,000	39,460,869	52,110,869	(18,318,859	)		33,792,010	30,372,953
Versailles (K-Town)	Los Angeles, CA	—	2008	225	10,590,975	44,409,025	1,300,111	10,590,975	45,709,136	56,300,111	(12,641,215	)		43,658,896	29,826,475
Victor on Venice	Los Angeles, CA	G	2006	115	10,350,000	35,433,437	535,196	10,350,000	35,968,633	46,318,633	(12,337,193	)		33,981,440	(J)
Vintage	Ontario, CA	—	2005-2007	300	7,059,230	47,677,762	808,672	7,059,230	48,486,434	55,545,664	(17,191,840	)		38,353,824	33,000,000
Vintage at 425 Broadway (fka Promenade)	Santa Monica, CA	G	1934/2001	58	9,000,000	13,961,523	539,897	9,000,000	14,501,420	23,501,420	(2,424,132	)		21,077,288	(L)
Water Park Towers	Arlington, VA	—	1989	362	34,400,000	108,485,859	4,832,524	34,400,000	113,318,383	147,718,383	(16,327,687	)		131,390,696	(K)
West 54th	New York, NY	G	2001	222	60,900,000	48,193,837	605,010	60,900,000	48,798,847	109,698,847	(9,079,353	)		100,619,494	47,327,897
Westgate (fka Westgate I)	Pasadena, CA	—	2010	480	22,898,848	133,559,573	808,874	22,898,848	134,368,447	157,267,295	(23,243,923	)		134,023,372	96,935,000
Woodleaf	Campbell, CA	—	1984	178	8,550,600	16,988,183	4,380,543	8,550,600	21,368,726	29,919,326	(12,368,124	)		17,551,202	17,858,854
Portfolio/Entity Encumbrances (1)															2,088,177,000
Investment in Real Estate –Wholly Owned Encumbered				23,686	1,688,383,769	5,069,221,671	297,359,218	1,688,383,769	5,366,580,889	7,054,964,658	(1,464,311,726	)		5,590,652,932	4,220,456,586

Investment in Real Estate – Partially Owned Unencumbered:
2300 Elliott	Seattle, WA	—	1992	92	796,800	7,173,725	6,320,524	796,800	13,494,249	14,291,049	(10,068,231	)		4,222,818	—
Canyon Ridge	San Diego, CA	—	1989	162	4,869,448	11,955,064	3,497,193	4,869,448	15,452,257	20,321,705	(9,266,022	)		11,055,683	—
Country Oaks	Agoura Hills, CA	—	1985	256	6,105,000	29,561,865	5,290,585	6,105,000	34,852,450	40,957,450	(16,944,551	)		24,012,899	—
Fox Ridge	Englewood, CO	—	1984	300	2,490,000	17,522,114	4,823,697	2,490,000	22,345,811	24,835,811	(12,642,142	)		12,193,669	—

S-10

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2015



Description					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)		Gross Amount Carried at Close of Period 12/31/15
Apartment Name	Location	Retail/Commercial Space	Date of Construction	Apartment Units (H)	Land		Building & Fixtures		Building & Fixtures		Land		Building & Fixtures (A)		Total (B)		Accumulated Depreciation (C)			Investment in Real Estate, Net at 12/31/15 (B)			Encumbrances
Monterra in Mill Creek	Mill Creek, WA	—	2003	139	2,800,000		13,255,123		787,359		2,800,000		14,042,482		16,842,482		(5,598,815		)		11,243,667		—
Rosecliff	Quincy, MA	—	1990	156	5,460,000		15,721,570		2,934,091		5,460,000		18,655,661		24,115,661		(10,612,838		)		13,502,823		—
Strayhorse at Arrowhead Ranch	Glendale, AZ	—	1998	136	4,400,000		12,968,002		627,934		4,400,000		13,595,936		17,995,936		(5,287,150		)		12,708,786		—
Via Ventura (CA) (fka Ventura)	Ventura, CA	—	2002	192	8,600,000		44,308,202		542,226		8,600,000		44,850,428		53,450,428		(7,114,728		)		46,335,700		—
Wood Creek II (fka Willow Brook (CA))	Pleasant Hill, CA	—	1985	228	5,055,000		38,388,672		5,892,178		5,055,000		44,280,850		49,335,850		(18,496,598		)		30,839,252		—
Investment in Real Estate – Partially Owned Unencumbered				1,661	40,576,248		190,854,337		30,715,787		40,576,248		221,570,124		262,146,372		(96,031,075		)		166,115,297		—

Investment in Real Estate – Partially Owned Encumbered:
Bellevue Meadows	Bellevue, WA	—	1983	180	4,507,100		12,574,814		4,683,238		4,507,100		17,258,052		21,765,152		(11,286,126		)		10,479,026		16,538,000
Canyon Creek (CA)	San Ramon, CA	—	1984	268	5,425,000		18,812,121		6,531,309		5,425,000		25,343,430		30,768,430		(13,863,495		)		16,904,935		28,200,000
Harrison Square (fka Elliot Bay)	Seattle, WA	G	1992	166	7,600,000		35,844,345		4,610,519		7,600,000		40,454,864		48,054,864		(5,597,458		)		42,457,406		(K)
Isle at Arrowhead Ranch	Glendale, AZ	—	1996	256	1,650,237		19,593,123		2,399,270		1,650,237		21,992,393		23,642,630		(13,781,305		)		9,861,325		17,700,000
Lantern Cove	Foster City, CA	—	1985	232	6,945,000		23,064,976		5,882,314		6,945,000		28,947,290		35,892,290		(14,983,809		)		20,908,481		36,455,000
Schooner Bay I	Foster City, CA	—	1985	168	5,345,000		20,390,618		4,890,277		5,345,000		25,280,895		30,625,895		(13,022,386		)		17,603,509		28,870,000
Schooner Bay II	Foster City, CA	—	1985	144	4,550,000		18,064,764		4,365,840		4,550,000		22,430,604		26,980,604		(11,706,487		)		15,274,117		26,175,000
Surrey Downs	Bellevue, WA	—	1986	122	3,057,100		7,848,618		2,498,023		3,057,100		10,346,641		13,403,741		(6,441,879		)		6,961,862		9,829,000
Virgil Square	Los Angeles, CA	—	1979	142	5,500,000		15,216,613		2,643,870		5,500,000		17,860,483		23,360,483		(7,233,630		)		16,126,853		9,900,000
Wisconsin Place	Chevy Chase, MD	—	2009	432	—		172,089,355		844,523		—		172,933,878		172,933,878		(22,749,424		)		150,184,454		145,538,053
Portfolio/Entity Encumbrances (1)																							24,223,525
Investment in Real Estate – Partially Owned Encumbered				2,110	44,579,437		343,499,347		39,349,183		44,579,437		382,848,530		427,427,967		(120,665,999		)		306,761,968		343,428,578

Total Investment in Real Estate				79,970	$	6,269,047,529	$	17,690,868,530	$	1,222,435,520	$	6,269,047,529	$	18,913,304,050	$	25,182,351,579	$	(4,905,406,012	)		$	20,276,945,567	$	4,563,885,164

Real Estate Held For Sale – Wholly Owned Unencumbered:
Ashton, The	Corona Hills, CA	—	1986	492	$	2,594,264	$	33,042,397	$	7,170,917	$	2,594,264	$	40,213,314	$	42,807,578	$	(26,113,974	)		$	16,693,604	$	—
Ball Park Lofts	Denver, CO	G	2003	354	5,481,556		51,658,741		4,998,907		5,481,556		56,657,648		62,139,204		(23,327,439		)		38,811,765		—
Bella Terra	Mukilteo, WA	G	2002	235	5,686,861		26,070,540		1,295,675		5,686,861		27,366,215		33,053,076		(11,731,682		)		21,321,394		—
Brookside (CO)	Boulder, CO	—	1993	144	3,600,400		10,211,159		2,816,110		3,600,400		13,027,269		16,627,669		(7,756,394		)		8,871,275		—
Canterbury	Germantown, MD	—	1986	544	2,781,300		32,942,531		15,962,268		2,781,300		48,904,799		51,686,099		(35,090,051		)		16,596,048		—
Cierra Crest	Denver, CO	—	1996	480	4,803,100		34,894,898		6,013,381		4,803,100		40,908,279		45,711,379		(25,673,488		)		20,037,891		—
Coconut Palm Club	Coconut Creek, FL	—	1992	301	3,001,700		17,678,928		4,535,698		3,001,700		22,214,626		25,216,326		(13,648,954		)		11,567,372		—
Colorado Pointe	Denver, CO	—	2006	193	5,790,000		28,815,607		841,854		5,790,000		29,657,461		35,447,461		(11,304,894		)		24,142,567		—
Copper Canyon	Highlands Ranch, CO	—	1999	222	1,442,212		16,251,114		1,889,129		1,442,212		18,140,243		19,582,455		(10,551,851		)		9,030,604		—
Cove at Boynton Beach I	Boynton Beach, FL	—	1996	252	12,600,000		31,469,651		5,894,856		12,600,000		37,364,507		49,964,507		(16,614,767		)		33,349,740		—
Cove at Boynton Beach II	Boynton Beach, FL	—	1998	296	14,800,000		37,874,719		—		14,800,000		37,874,719		52,674,719		(15,535,094		)		37,139,625		—
Dartmouth Woods	Lakewood, CO	—	1990	201	1,609,800		10,832,754		2,604,325		1,609,800		13,437,079		15,046,879		(8,898,931		)		6,147,948		—
Deerwood (Corona)	Corona, CA	—	1992	316	4,742,200		20,272,892		4,574,232		4,742,200		24,847,124		29,589,324		(16,204,547		)		13,384,777		—
Enclave at Waterways	Deerfield Beach, FL	—	1998	300	15,000,000		33,194,576		2,148,558		15,000,000		35,343,134		50,343,134		(14,572,103		)		35,771,031		—
Enclave at Winston Park	Coconut Creek, FL	—	1995	278	5,560,000		19,939,324		5,738,870		5,560,000		25,678,194		31,238,194		(12,419,692		)		18,818,502		—
Estates at Tanglewood	Westminster, CO	—	2003	504	7,560,000		51,256,538		3,230,043		7,560,000		54,486,581		62,046,581		(21,626,401		)		40,420,180		—
Estates at Wellington Green	Wellington, FL	—	2003	400	20,000,000		64,790,850		2,718,719		20,000,000		67,509,569		87,509,569		(26,657,478		)		60,852,091		—
Gables Grand Plaza	Coral Gables, FL	G	1998	195	—		44,601,000		7,472,911		—		52,073,911		52,073,911		(22,657,292		)		29,416,619		—
Gatehouse at Pine Lake	Pembroke Pines, FL	—	1990	296	1,896,600		17,070,795		7,166,800		1,896,600		24,237,595		26,134,195		(15,313,088		)		10,821,107		—
Gatehouse on the Green	Plantation, FL	—	1990	312	2,228,200		20,056,270		8,683,372		2,228,200		28,739,642		30,967,842		(18,755,567		)		12,212,275		—
Governors Green	Bowie, MD	—	1999	478	19,845,000		73,335,916		1,718,594		19,845,000		75,054,510		94,899,510		(25,022,239		)		69,877,271		—
Greenwood Park	Centennial, CO	—	1994	291	4,365,000		38,372,440		4,824,526		4,365,000		43,196,966		47,561,966		(14,493,439		)		33,068,527		—
Greenwood Plaza	Centennial, CO	—	1996	266	3,990,000		35,846,708		3,827,653		3,990,000		39,674,361		43,664,361		(13,920,511		)		29,743,850		—
Hammocks Place	Miami, FL	—	1986	296	319,180		12,513,467		6,386,783		319,180		18,900,250		19,219,430		(13,303,869		)		5,915,561		—

S-11

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2015



Description					Initial Cost to Company		Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)	Gross Amount Carried at Close of Period 12/31/15
Apartment Name	Location	Retail/Commercial Space	Date of Construction	Apartment Units (H)	Land	Building & Fixtures	Building & Fixtures	Land	Building & Fixtures (A)	Total (B)	Accumulated Depreciation (C)		Investment in Real Estate, Net at 12/31/15 (B)		Encumbrances
Heronfield	Kirkland, WA	—	1990	202	9,245,000	27,017,749	3,960,441	9,245,000	30,978,190	40,223,190	(10,665,598	)		29,557,592	—
Huntington Park	Everett, WA	—	1991	381	1,597,500	14,367,864	5,651,504	1,597,500	20,019,368	21,616,868	(14,833,511	)		6,783,357	—
Kings Colony (FL)	Miami, FL	—	1986	480	19,200,000	48,379,586	7,396,307	19,200,000	55,775,893	74,975,893	(21,996,506	)		52,979,387	—
Landings at Pembroke Lakes	Pembroke Pines, FL	—	1989	358	17,900,000	24,460,989	5,536,019	17,900,000	29,997,008	47,897,008	(14,056,557	)		33,840,451	—
Legacy at Highlands Ranch	Highlands Ranch, CO	—	1999	422	6,330,000	37,557,013	2,837,915	6,330,000	40,394,928	46,724,928	(16,768,231	)		29,956,697	—
Marquessa	Corona Hills, CA	—	1992	336	6,888,500	21,604,584	3,578,245	6,888,500	25,182,829	32,071,329	(16,010,773	)		16,060,556	—
Martine, The	Bellevue, WA	—	1984	67	3,200,000	9,616,264	3,314,595	3,200,000	12,930,859	16,130,859	(5,125,452	)		11,005,407	—
Midtown 24	Plantation, FL	G	2010	248	10,129,900	58,770,100	1,836,209	10,129,900	60,606,309	70,736,209	(13,083,451	)		57,652,758	—
Miramar Lakes	Miramar, FL	—	2003	344	17,200,000	51,487,235	2,701,577	17,200,000	54,188,812	71,388,812	(20,915,774	)		50,473,038	—
Mosaic at Largo Station	Hyattsville, MD	—	2008	242	4,120,800	42,477,297	733,047	4,120,800	43,210,344	47,331,144	(12,991,703	)		34,339,441	—
New River Cove	Davie, FL	—	1999	316	15,800,000	46,142,895	4,122,060	15,800,000	50,264,955	66,064,955	(18,729,270	)		47,335,685	—
Northlake (MD)	Germantown, MD	—	1985	304	15,000,000	23,142,302	10,395,369	15,000,000	33,537,671	48,537,671	(17,973,600	)		30,564,071	—
Oak Mill I	Germantown, MD	—	1984	208	10,000,000	13,155,522	7,759,098	10,000,000	20,914,620	30,914,620	(11,568,469	)		19,346,151	—
Oaks at Falls Church	Falls Church, VA	—	1966	176	20,240,000	20,152,616	4,074,265	20,240,000	24,226,881	44,466,881	(10,342,378	)		34,124,503	—
Oasis at Delray Beach I	Delray Beach, FL	—	1999	196	5,900,000	25,150,766	1,433,675	5,900,000	26,584,441	32,484,441	(4,654,230	)		27,830,211	—
Oasis at Delray Beach II	Delray Beach, FL	—	2013	128	3,840,000	18,144,955	20,701	3,840,000	18,165,656	22,005,656	(1,983,415	)		20,022,241	—
Orchard Ridge	Lynnwood, WA	—	1988	104	480,600	4,372,033	1,713,611	480,600	6,085,644	6,566,244	(4,401,110	)		2,165,134	—
Palm Trace Landings	Davie, FL	—	1995	768	38,400,000	105,693,432	5,925,125	38,400,000	111,618,557	150,018,557	(42,732,227	)		107,286,330	—
Park Aire	Wellington, FL	—	2014	268	8,000,000	40,908,756	30,706	8,000,000	40,939,462	48,939,462	(3,974,911	)		44,964,551	—
Park at Turtle Run, The	Coral Springs, FL	—	2001	257	15,420,000	36,064,629	1,581,233	15,420,000	37,645,862	53,065,862	(15,394,768	)		37,671,094	—
Parkfield	Denver, CO	—	2000	476	8,330,000	28,667,618	3,516,386	8,330,000	32,184,004	40,514,004	(17,050,355	)		23,463,649	—
Preserve at Deer Creek	Deerfield Beach, FL	—	1997	540	13,500,000	60,011,208	11,825,179	13,500,000	71,836,387	85,336,387	(30,159,581	)		55,176,806	—
Promenade at Aventura	Aventura, FL	—	1995	296	13,320,000	30,353,748	7,204,516	13,320,000	37,558,264	50,878,264	(19,909,831	)		30,968,433	—
Promenade at Wyndham Lakes	Coral Springs, FL	—	1998	332	6,640,000	26,743,760	5,473,840	6,640,000	32,217,600	38,857,600	(17,398,951	)		21,458,649	—
Red Road Commons	Miami, FL	G	2009	404	27,383,547	99,656,440	2,428,548	27,383,547	102,084,988	129,468,535	(21,124,597	)		108,343,938	—
Reserve at Ashley Lake	Boynton Beach, FL	—	1990	440	3,520,400	23,332,494	7,187,407	3,520,400	30,519,901	34,040,301	(19,863,102	)		14,177,199	—
Residences at Bayview	Pompano Beach, FL	G	2004	225	5,783,545	39,334,455	2,505,813	5,783,545	41,840,268	47,623,813	(10,722,402	)		36,901,411	—
Reunion at Redmond Ridge (fka Redmond Ridge)	Redmond, WA	—	2008	321	6,975,705	46,175,001	433,219	6,975,705	46,608,220	53,583,925	(12,707,487	)		40,876,438	—
Sabal Pointe	Coral Springs, FL	—	1995	276	1,951,600	17,570,508	7,530,196	1,951,600	25,100,704	27,052,304	(16,637,960	)		10,414,344	—
Sage	Everett, WA	—	2002	123	2,500,000	12,021,256	765,735	2,500,000	12,786,991	15,286,991	(5,027,121	)		10,259,870	—
Savoy at Dayton Station Combined	Aurora, CO	—	2001 & 2012	612	6,109,460	60,039,972	3,773,037	6,109,460	63,813,009	69,922,469	(22,049,623	)		47,872,846	—
Scarborough Square	Rockville, MD	—	1967	121	1,815,000	7,608,126	3,166,139	1,815,000	10,774,265	12,589,265	(6,919,778	)		5,669,487	—
Sheridan Lake Club	Dania Beach, FL	—	2001	240	12,000,000	23,170,580	2,068,143	12,000,000	25,238,723	37,238,723	(10,173,850	)		27,064,873	—
Sheridan Ocean Club Combined	Dania Beach, FL	—	1991	648	18,313,414	47,091,594	17,913,370	18,313,414	65,004,964	83,318,378	(35,303,699	)		48,014,679	—
St. Andrews at Winston Park	Coconut Creek, FL	—	1997	284	5,680,000	19,812,090	5,781,847	5,680,000	25,593,937	31,273,937	(12,410,235	)		18,863,702	—
Stonegate (CO)	Broomfield, CO	—	2003	350	8,750,000	32,950,375	3,317,249	8,750,000	36,267,624	45,017,624	(14,957,918	)		30,059,706	—
Village at Bear Creek	Lakewood, CO	—	1987	472	4,519,700	40,676,390	5,983,533	4,519,700	46,659,923	51,179,623	(29,814,286	)		21,365,337	—
Waterford Place (CO)	Thornton, CO	—	1998	336	5,040,000	29,946,419	2,288,680	5,040,000	32,235,099	37,275,099	(14,679,394	)		22,595,705	—
Welleby Lake Club	Sunrise, FL	—	1991	304	3,648,000	17,620,879	6,103,581	3,648,000	23,724,460	27,372,460	(14,461,774	)		12,910,686	—
Westchester at Pavilions	Waldorf, MD	G	2009	491	11,900,000	89,612,465	674,086	11,900,000	90,286,551	102,186,551	(11,937,856	)		90,248,695	—
Winston, The (FL)	Pembroke Pines, FL	—	2001/2003	464	18,561,000	49,527,569	3,675,757	18,561,000	53,203,326	71,764,326	(19,941,539	)		51,822,787	—
Woodlake (WA)	Kirkland, WA	—	1984	288	6,631,400	16,735,484	6,286,086	6,631,400	23,021,570	29,652,970	(12,784,626	)		16,868,344	—
Real Estate Held For Sale – Wholly Owned Unencumbered				21,494	571,462,444	2,250,318,833	297,018,230	571,462,444	2,547,337,063	3,118,799,507	(1,075,431,644	)		2,043,367,863	—

S-12

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2015



Description					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)		Gross Amount Carried at Close of Period 12/31/15
Apartment Name	Location	Retail/Commercial Space	Date of Construction	Apartment Units (H)	Land		Building & Fixtures		Building & Fixtures		Land		Building & Fixtures (A)		Total (B)		Accumulated Depreciation (C)			Investment in Real Estate, Net at 12/31/15 (B)			Encumbrances
Real Estate Held For Sale – Wholly Owned Encumbered:
Marks	Englewood, CO	G	1987	616	4,928,500		44,622,314		11,819,156		4,928,500		56,441,470		61,369,970		(36,125,982		)		25,243,988		19,195,000
Oak Mill II	Germantown, MD	—	1985	192	854,133		10,233,947		6,696,831		854,133		16,930,778		17,784,911		(12,269,574		)		5,515,337		9,600,000
Stoney Ridge	Dale City, VA	—	1985	264	8,000,000		24,147,091		5,964,620		8,000,000		30,111,711		38,111,711		(14,096,604		)		24,015,107		13,000,000
Uptown Square	Denver, CO	G	1999/2001	696	17,492,000		100,696,541		6,090,227		17,492,000		106,786,768		124,278,768		(41,286,496		)		82,992,272		99,190,116
Real Estate Held For Sale – Wholly Owned Encumbered				1,768	31,274,633		179,699,893		30,570,834		31,274,633		210,270,727		241,545,360		(103,778,656		)		137,766,704		140,985,116

Total Real Estate Held For Sale				23,262	$	602,737,077	$	2,430,018,726	$	327,589,064	$	602,737,077	$	2,757,607,790	$	3,360,344,867	$	(1,179,210,300	)		$	2,181,134,567	$	140,985,116

Total Investment in Real Estate and Real Estate Held For Sale				103,232	$	6,871,784,606	$	20,120,887,256	$	1,550,024,584	$	6,871,784,606	$	21,670,911,840	$	28,542,696,446	$	(6,084,616,312	)		$	22,458,080,134	$	4,704,870,280


(1)	See attached Encumbrances Reconciliation

S-13

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2015

NOTES:


(A)	The balance of furniture & fixtures included in the total investment in real estate and real estate held for sale amount was $1,542,662,923 as of December 31, 2015.


(B)	The cost, net of accumulated depreciation, for Federal Income Tax purposes as of December 31, 2015 was approximately $17.0 billion (unaudited).


(C)	The life to compute depreciation for building is 30 years, for building improvements ranges from 5 to 15 years, for furniture & fixtures and replacements is 5 to 10 years, and for lease intangibles is the average remaining term of each respective lease.


(D)	This asset consists of various acquisition dates and largely represents furniture, fixtures and equipment, leasehold improvements and capitalized software costs owned by the Management Business, which are generally depreciated over periods ranging from 3 to 7 years.


(E)	Primarily represents capital expenditures for major maintenance and replacements incurred subsequent to each property’s acquisition date.


(F)	Represents land and/or construction-in-progress on projects either held for future development or projects currently under development.


(G)	A portion of these properties includes and/or will include retail/commercial space.


(H)	Total properties and units exclude three unconsolidated properties containing 1,281 apartment units and two Military Housing properties containing 5,139 units.


(I)	through (L) See Encumbrances Reconciliation schedule.


(M)	Boot Property for Bond Partnership mortgage pool.

S-14

EXHIBIT INDEX

The exhibits listed below are filed as part of this report. References to exhibits or other filings under the caption “Location” indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference. The Commission file numbers for our Exchange Act filings referenced below are 1-12252 (Equity Residential) and 0-24920 (ERP Operating Limited Partnership).



Exhibit		Description	Location
3.1		Articles of Restatement of Declaration of Trust of Equity Residential dated December 9, 2004.	Included as Exhibit 3.1 to Equity Residential’s Form 10-K for the year ended December 31, 2004.
3.2		Eighth Amended and Restated Bylaws of Equity Residential, effective as of October 1, 2015.	Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on October 1, 2015.
3.3		Sixth Amended and Restated Agreement of Limited Partnership for ERP Operating Limited Partnership dated as of March 12, 2009.	Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated March 12, 2009, filed on March 18, 2009.
3.4		Form of Preference Units Term Sheet for 3.00% Series P Cumulative Redeemable Preference Units.	Included as Exhibit 3.1 to ERP Operating Limited Partnership's Form 8-K dated November 26, 2014, filed on December 2, 2014.
4.1		Indenture, dated October 1, 1994, between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A., as successor trustee (“Indenture”).	Included as Exhibit 4(a) to ERP Operating Limited Partnership’s Form S-3 filed on October 7, 1994.
4.2		First Supplemental Indenture to Indenture, dated as of September 9, 2004.	Included as Exhibit 4.2 to ERP Operating Limited Partnership’s Form 8-K, filed on September 10, 2004.
4.3		Second Supplemental Indenture to Indenture, dated as of August 23, 2006.	Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated August 16, 2006, filed on August 23, 2006.
4.4		Third Supplemental Indenture to Indenture, dated as of June 4, 2007.	Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated May 30, 2007, filed on June 1, 2007.
4.5		Fourth Supplemental Indenture to Indenture, dated as of December 12, 2011.	Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated December 7, 2011, filed on December 9, 2011.
4.6		Fifth Supplemental Indenture to Indenture, dated as of February 1, 2016.	Attached herein.
4.7		Terms Agreement regarding 5.125% Notes due March 15, 2016.	Included as Exhibit 1.1 to ERP Operating Limited Partnership’s Form 8-K, filed on September 13, 2005.
4.8		Form of 5.375% Note due August 1, 2016.	Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated January 11, 2006, filed on January 18, 2006.
4.9		Form of 5.75% Note due June 15, 2017.	Included as Exhibit 4.3 to ERP Operating Limited Partnership’s Form 8-K dated May 30, 2007, filed on June 1, 2007.
4.10		Terms Agreement regarding 71/8% Notes due October 15, 2017.	Included as Exhibit 1 to ERP Operating Limited Partnership’s Form 8-K, filed on October 9, 1997.
4.11		Form of 2.375% Note due July 1, 2019.	Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated June 16, 2014, filed on June 18, 2014.
4.12		Form of 4.75% Note due July 15, 2020.	Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated July 12, 2010, filed on July 15, 2010.
4.13		Form of 4.625% Note due December 15, 2021.	Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated December 7, 2011, filed on December 9, 2011.
4.14		Form of 3.00% Note due April 15, 2023.	Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated April 3, 2013, filed on April 8, 2013.
4.15		Form of 3.375% Note due June 1, 2025.	Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015.
4.16		Terms Agreement regarding 7.57% Notes due August 15, 2026.	Included as Exhibit 1 to ERP Operating Limited Partnership’s Form 8-K, filed on August 13, 1996.
4.17		Form of 4.500% Note due July 1, 2044.	Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated June 16, 2014, filed on June 18, 2014.
4.18		Form of 4.500% Note due June 1, 2045.	Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015.
10.1	*	Noncompetition Agreement (Zell).	Included as an exhibit to Equity Residential's Form S-11 Registration Statement, File No. 33-63158.
10.2	*	Noncompetition Agreement (Spector).	Included as an exhibit to Equity Residential's Form S-11 Registration Statement, File No. 33-63158.
10.3	*	Form of Noncompetition Agreement (other officers).	Included as an exhibit to Equity Residential's Form S-11 Registration Statement, File No. 33-63158.



Exhibit		Description	Location
10.4		Revolving Credit Agreement dated as of January 11, 2013 among ERP Operating Limited Partnership, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Book Runners, and a syndicate of other banks (the “Revolving Credit Agreement”).	Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated January 11, 2013, filed January 15, 2013.
10.5		Guaranty of Payment made as of January 11, 2013 between Equity Residential and Bank of America, N.A., as administrative agent for the banks party to the Revolving Credit Agreement.	Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated January 11, 2013, filed January 15, 2013.
10.6		Amendment No. 1 to Revolving Credit Agreement dated as of January 16, 2015 among ERP Operating Limited Partnership, the Banks party thereto, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, and the other Agents named therein.	Included as Exhibit 10.6 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2014.
10.7		Master Credit Facility Agreement, dated February 27, 2013, by and among Federal National Mortgage Association and ASN Santa Monica LLC, et al.	Included as Exhibit 10.7 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.8		Amended and Restated Fixed Loan Note (Collateral Pool 3), dated February 27, 2013, executed by ASN Santa Monica LLC, et al. in favor of Federal National Mortgage Association.	Included as Exhibit 10.8 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.9		Amended and Restated Limited Partnership Agreement of Lexford Properties, L.P.	Included as Exhibit 10.16 to Equity Residential's Form 10-K for the year ended December 31, 1999.
10.10	*	Equity Residential 2011 Share Incentive Plan.	Included as Exhibit 99.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 16, 2011, filed on June 22, 2011.
10.11	*	First Amendment to 2011 Share Incentive Plan.	Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2012.
10.12	*	Second Amendment to 2011 Share Incentive Plan.	Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2013.
10.13	*	Third Amendment to 2011 Share Incentive Plan.	Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2014.
10.14	*	Fourth Amendment to 2011 Share Incentive Plan.	Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2014.
10.15	*	Equity Residential Second Restated 2002 Share Incentive Plan dated December 10, 2008.	Included as Exhibit 10.15 to Equity Residential's Form 10-K for the year ended December 31, 2008.
10.16	*	First Amendment to Second Restated 2002 Share Incentive Plan.	Included as Exhibit 10.1 to Equity Residential's Form 10-Q for the quarterly period ended September 30, 2010.
10.17	*	Second Amendment to Second Restated 2002 Share Incentive Plan.	Included as Exhibit 10.3 to Equity Residential's Form 10-Q for the quarterly period ended June 30, 2011.
10.18	*	Third Amendment to Second Restated 2002 Share Incentive Plan.	Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2012.
10.19	*	Fourth Amendment to Second Restated 2002 Share Incentive Plan.	Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2013.
10.20	*	Form of 2015 Performance Award Agreement.	Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2015.
10.21	*	Form of Change in Control/Severance Agreement between the Company and other executive officers.	Included as Exhibit 10.13 to Equity Residential's Form 10-K for the year ended December 31, 2001.
10.22	*	Form of First Amendment to Amended and Restated Change in Control/Severance Agreement with each executive officer.	Included as Exhibit 10.1 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2009.
10.23	*	Form of Indemnification Agreement between the Company and each trustee and executive officer.	Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2003.
10.24	*	Form of Letter Agreement between Equity Residential and each of David J. Neithercut, Alan W. George and Bruce C. Strohm.	Included as Exhibit 10.3 to Equity Residential's Form 10-Q for the quarterly period ended September 30, 2008.



Exhibit		Description	Location
10.25	*	Form of Executive Retirement Benefits Agreement.	Included as Exhibit 10.24 to Equity Residential's Form 10-K for the year ended December 31, 2006.
10.26	*	Retirement Benefits Agreement between Samuel Zell and the Company dated October 18, 2001.	Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2001.
10.27	*	Amended and Restated Deferred Compensation Agreement between the Company and Gerald A. Spector dated January 1, 2002.	Included as Exhibit 10.17 to Equity Residential's Form 10-K for the year ended December 31, 2001.
10.28	*	The Equity Residential Supplemental Executive Retirement Plan as Amended and Restated effective July 1, 2014.	Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2014.
10.29	*	The Equity Residential Grandfathered Supplemental Executive Retirement Plan as Amended and Restated effective January 1, 2005.	Included as Exhibit 10.2 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2008.
10.30		Second Amended and Restated Sales Agency Financing Agreement, dated July 31, 2013, among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated.	Included as Exhibit 1.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on July 31, 2013.
10.31		Amended and Restated Sales Agency Financing Agreement, dated July 31, 2013, among the Company, the Operating Partnership and BNY Mellon Capital Markets, LLC.	Included as Exhibit 1.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on July 31, 2013.
10.32		Second Amended and Restated Sales Agency Financing Agreement, dated July 31, 2013, among the Company, the Operating Partnership and J.P. Morgan Securities LLC.	Included as Exhibit 1.3 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on July 31, 2013.
10.33		Second Amended and Restated Sales Agency Financing Agreement, dated July 31, 2013, among the Company, the Operating Partnership and Morgan Stanley & Co. LLC.	Included as Exhibit 1.4 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on July 31, 2013.
10.34		Sales Agency Financing Agreement, dated July 31, 2013, among the Company, the Operating Partnership and Scotia Capital (USA) Inc.	Included as Exhibit 1.5 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on July 31, 2013.
10.35		Archstone Residual JV, LLC Limited Liability Company Agreement.	Included as Exhibit 10.3 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.36		Archstone Parallel Residual JV, LLC Limited Liability Company Agreement.	Included as Exhibit 10.4 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.37		Archstone Parallel Residual JV 2, LLC Limited Liability Company Agreement.	Included as Exhibit 10.5 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.38		Legacy Holdings JV, LLC Limited Liability Company Agreement.	Included as Exhibit 10.6 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.39		Real Estate Sale Agreement, dated October 23, 2015, by and among ERP Operating Limited Partnership, certain of its affiliates, and SCG Atlas Acquisition, L.P. (the "Real Estate Sale Agreement").	Included as Exhibit 2.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated October 23, 2015, filed on October 26, 2015.
10.40		Schedule of Agreements Substantially Identical in all Material Respects to the Real Estate Sale Agreement.	Included as Exhibit 2.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated October 23, 2015, filed on October 26, 2015.
12		Computation of Ratio of Earnings to Combined Fixed Charges.	Attached herein.
21		List of Subsidiaries of Equity Residential and ERP Operating Limited Partnership.	Attached herein.
23.1		Consent of Ernst & Young LLP - Equity Residential.	Attached herein.
23.2		Consent of Ernst & Young LLP - ERP Operating Limited Partnership.	Attached herein.
24		Power of Attorney.	See the signature page to this report.
31.1		Equity Residential - Certification of David J. Neithercut, Chief Executive Officer.	Attached herein.
31.2		Equity Residential - Certification of Mark J. Parrell, Chief Financial Officer.	Attached herein.
31.3		ERP Operating Limited Partnership - Certification of David J. Neithercut, Chief Executive Officer of Registrant's General Partner.	Attached herein.
31.4		ERP Operating Limited Partnership - Certification of Mark J. Parrell, Chief Financial Officer of Registrant's General Partner.	Attached herein.



Exhibit	Description	Location
32.1	Equity Residential - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of David J. Neithercut, Chief Executive Officer of the Company.	Attached herein.
32.2	Equity Residential - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Financial Officer of the Company.	Attached herein.
32.3	ERP Operating Limited Partnership - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of David J. Neithercut, Chief Executive Officer of Registrant's General Partner.	Attached herein.
32.4	ERP Operating Limited Partnership - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Financial Officer of Registrant's General Partner.	Attached herein.
101	XBRL (Extensible Business Reporting Language). The following materials from Equity Residential’s and ERP Operating Limited Partnership's Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL: (i) consolidated balance sheets, (ii) consolidated statements of operations and comprehensive income, (iii) consolidated statements of cash flows, (iv) consolidated statements of changes in equity (Equity Residential), (v) consolidated statements of changes in capital (ERP Operating Limited Partnership) and (vi) notes to consolidated financial statements.	Attached herein.

*Management contracts and compensatory plans or arrangements filed as exhibits to this report are identified by an asterisk.

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