Vivmark Residential (VMRK) 10-K risk factor changes: FY2018 vs FY2017

[added: This Item 1A] includes forward-looking statements.

[added: You should refer to] our discussion of the qualifications and limitations on forward-looking statements included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The occurrence of the events discussed in the following risk factors could adversely affect, possibly in a material manner, our business, financial condition or results of operations, which could adversely affect the value of our common shares of beneficial interest or preferred shares of beneficial interest (which we refer to collectively as “Shares”), Preference Units, OP Units, restricted [removed: units and our public unsecured debt.]

Besides utilities, we are generally not able to pass through to our residents under existing leases any other operating expenses, including real estate [removed: taxes.][added: taxes and on-site payroll.]

Occupancy levels and market rents may be adversely affected by national and local political, economic and market conditions including, without limitation, new construction and excess inventory of multifamily and owned housing/condominiums, increasing portions of owned housing/condominium stock being converted to rental use, rental housing subsidized by the government, other government programs that favor single family rental housing or owner occupied housing over multifamily rental housing, [removed: governmental regulations,] slow or negative employment growth and household formation, the availability of low-interest mortgages or the availability of mortgages requiring little or no down payment for single family home buyers, changes in social [removed: preferences] [added: preferences, governmental regulations including rent control or rent stabilization laws] and [added: regulations and] the potential for geopolitical instability, all of which are beyond our control.

Finally, [removed: the federal government’s] [added: government] policies, many of which may encourage home ownership, can increase competition, possibly [removed: limit] [added: limiting] our ability to raise rents in our markets and [removed: lower] [added: lowering] the value of our properties.

Also, when leases for our existing retail/commercial space expire, the space may not be relet or the terms of reletting, including the cost of allowances [removed: and concessions to tenants, may be less favorable than the current lease terms.]

The revenues from our retail/commercial space represent approximately [removed: 4.6%] [added: 4.0%] of our total rental income.

[removed: We have increased our concentration] [added: Concentration] of properties in our [removed: coastal gateway markets, which] [added: primarily urban and high-density suburban markets] could have an adverse effect on our operations if a particular market is adversely affected by economic or other conditions.

If any one or more of these markets [removed: (Boston, New York, Washington D.C., Southern California, San Francisco and Seattle)] is adversely affected by local or regional economic conditions (such as business layoffs, industry slowdowns, changing demographics and other factors), local real estate conditions (such as oversupply of or reduced demand for multifamily [removed: properties)] [added: properties), increases in real estate and other taxes, rent control] or [added: stabilization laws or] localized environmental issues or natural disasters, such conditions may have an increased adverse impact on our results of operations than if our portfolio were more geographically diverse.

We intend to actively acquire, develop and renovate multifamily [added: operating] properties [removed: for rental operations] as market conditions dictate.

The total number of apartment units under development, costs of [removed: development] [added: labor] and [added: construction materials and] estimated completion dates are subject to uncertainties arising from changing economic [removed: conditions (such as the cost of labor] [added: conditions, competition, tariffs] and [removed: construction materials), competition] [added: other trade disruptions] and local government regulation.

[removed: In connection with such government regulation, we may incur liability if our properties are not constructed and operated in] compliance with the accessibility provisions of the Americans with Disabilities Act, the Fair Housing Act or other federal, state or local requirements.

These activities can include long planning and entitlement timelines and can involve complex and costly activities, including significant environmental remediation or construction work in [removed: high-density urban and close-in suburban areas.][added: our markets.]

We may be unable to obtain, or experience delays in obtaining, necessary zoning, occupancy, or other required governmental or third party permits and authorizations, which could result in increased costs or the delay or abandonment of [removed: opportunities.][added: opportunities and impairment charges.]

[added: Frequently, we and our partners may] each have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners’ interest, at a time when we otherwise would not have initiated such a transaction.

We may not have sufficient cash flows from operations after capital expenditures to cover our [removed: distributions and our dividend policy may lead to quicker dividend reductions.][added: distributions.]

A cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt [added: payment collections and] operations, corrupt data or steal confidential information, including information regarding our residents, prospective residents, employees and employees’ dependents.

We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to emails, phishing attempts or other scams, persons inside our organization or persons/vendors with access to our systems and other significant disruptions of our information technology networks and related [removed: systems.][added: systems, including property infrastructure.]

[added: In] addition, we engage third party service providers that may have access to such personally identifiable information in connection with providing necessary information technology and security and other business services to us.

We also maintain cyber [removed: risk] [added: liability] insurance to provide some coverage for certain risks arising out of data and network breaches (see further discussion on cyber [removed: risk] [added: liability] insurance below).

However, there can be no assurance that these measures will prevent a cyber incident or that our cyber [removed: risk] [added: liability] insurance coverage will be sufficient in the event of a cyber incident.

A breach or significant and extended disruption in the function of our systems, including our primary website, could damage our reputation and cause us to lose residents and revenues, generate third party claims, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personally identifiable and confidential information and require us to incur significant expenses [added: (such as remediation costs, litigation and legal costs, and additional cybersecurity protection costs)] to address and remediate or otherwise resolve these kinds of issues.

We are aware that some of our properties have [added: pre-existing building materials, such as] lead paint [added: or asbestos,] and have implemented an operations and maintenance program at each of those properties.

While we do not currently anticipate that we will incur any material liabilities as a result of [removed: the presence of lead paint at our properties,] [added: these pre-existing building materials,] there can be no assurance that we will not incur such liabilities in the future.

[removed: Earthquake] [added: In addition, earthquake] losses [added: have substantial deductibles which] are [removed: subject to a 2% deductible in the state of Washington and a 5% deductible in California,] applied to the values of the buildings involved in the loss.

The Company [removed: also] typically self-insures a substantial portion of [removed: the first $50 million of a property loss] [added: insurance losses] in excess of [removed: these] [added: the] base deductibles.

[removed: This] [added: The Company has terrorism insurance] coverage [added: which] excludes losses from nuclear, biological and chemical attacks.

[removed: As of December 31, 2017, the Company’s] [added: The Company also has a] cyber liability insurance policy [added: which] provides [removed: for] a [removed: $5.0 million] policy aggregate limit and a per occurrence [removed: deductible of $250,000.][added: deductible.]

This cyber policy would cover [removed: the cost of] [added: costs such as] victim notification, credit monitoring and other crisis response expenses.

The Company relies on third party insurance providers for its property, general liability and [removed: worker’s] [added: workers] compensation insurance.

We may choose to [removed: self insure] [added: self-insure] a greater portion of this risk in the future or may choose to have higher deductibles or lesser policy terms.

These adverse weather and natural events could cause substantial damages or losses to our properties which could exceed our insurance [removed: coverage.][added: coverage and may result in a decrease in demand for properties located in these areas or affected by these conditions.]

In addition, changes in [removed: federal and state] [added: government] legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties and could also require us to spend more on our [removed: new] development properties without a corresponding increase in [removed: revenue.][added: revenues.]

Debt financing [removed: and preferred shares/preference units] could adversely affect our performance.

[added: These bonds could] also be put to our consolidated subsidiaries if the GSEs fail to satisfy their guaranty obligations.

In addition, our [added: unsecured] revolving credit facility contains certain restrictions, requirements and other limitations on our ability to incur debt.

While the Company believes it was in compliance with its unsecured public debt covenants for both the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] should it fall out of compliance, it would likely have a negative impact on our financial condition and results of operations.

[removed: ​The] [added: The] Company’s exposure to market risk for changes in interest rates primarily relates to the refinancing of its long-term debt and floating interest rate instruments that include its unsecured revolving credit facility, commercial paper program, floating rate tax-exempt debt and fair value hedges that convert fixed rate debt to floating rate debt.

We depend on the efforts of [removed: the Chairman of] our [removed: Board of Trustees, Samuel Zell,] [added: trustees] and [removed: our] executive [removed: officers, particularly David J.][added: officers.]

units and our public unsecured debt.

Additionally, our business and the value of our properties can be negatively impacted by the failure of governments to invest in infrastructure or the possibility of poor/declining fiscal health of the governments where we do business.

The Company is highly concentrated in its primarily urban and high-density suburban markets.

In some cases, we may also determine that we will not recover the carrying amount of the property upon disposition (which could also lead to an impairment charge).

We may experience an increase in costs associated with trade disruptions and tariffs.

We face certain risks related to our retail and commercial space.

and concessions to tenants, may be less favorable than the current lease terms.

Changes in U.S. accounting standards may materially and adversely affect the reporting of our operations.

The Company follows accounting principles generally accepted in the United States (“GAAP”).

GAAP is established by the Financial Accounting Standards Board (“FASB”), an independent body whose standards are recognized by the SEC as authoritative for publicly held companies.

The FASB and the SEC create and interpret accounting standards and may issue new accounting pronouncements or change the interpretation and application of these standards that govern the preparation of our financial statements.

These changes could have a material impact on our reported consolidated results of operations and financial position.

Our third party service providers may contain defects in design or other problems that could unexpectedly compromise personally indentifiable information.

Additionally, we may incur liability if our properties are not constructed and operated in

The Company’s property insurance, general liability and workers compensation insurance policies provide coverage with substantial per occurrence deductibles and/or self-insured retentions.

While the Company has previously purchased additional insurance coverage in the event it suffers multiple non-catastrophic occurrences within the same policy year, these substantial deductible and self-insured retention amounts do expose the Company to greater potential for uninsured losses and this additional coverage may not be available or commercially reasonable in the future.

The phase-out of LIBOR and transition to SOFR as a benchmark interest rate could have adverse effects.

In 2018, the Alternative Reference Rate Committee identified the Secured Overnight Financing Rate (“SOFR”) as the alternative to LIBOR.

SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, published by the Federal Reserve Bank of New York.

By the end of 2021, it is expected that no new contracts will reference LIBOR and will instead use SOFR.

Due to the broad use of LIBOR as a reference rate, all financial market participants, including the Company, are impacted by the risks associated with this transition and therefore it could adversely affect our operations and cash flows.

The Tax Act is complex and remains subject to interpretations.

The Tax Act made significant changes to the Internal Revenue Code, as amended (the “Code”).

Changes made by the Tax Act that may affect the taxation of REITs and their security holders include, among other things: (a) permanent reduction in corporate tax rates and elimination of the corporate alternative minimum tax; (b) temporary reduction in individual tax rates; (c) enactment of a deduction of up to 20% of certain pass-through business income and REIT dividends (excluding capital gain and qualified dividends) received by individuals, estates and trusts; and (d) limitation of the net operating loss deduction to 80% of REIT taxable income (determined without regard to the dividends paid deduction).

In addition, the Tax Act generally limits the deduction for net business interest expense in excess of 30% of a business’s adjusted taxable income except for taxpayers engaged in certain real estate businesses (including equity REITs) that elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system with longer depreciation periods).

Technical corrections or other amendments to the Tax Act as well as interpretations and implementing regulations by the IRS and the U.S. Department of the Treasury that may prospectively or retroactively modify tax treatment may be forthcoming at any time.

In order to maintain qualification as a REIT under the Code, the REIT must annually distribute to its shareholders at least 90% of its REIT taxable income, excluding the dividends paid deduction and net capital gains.

We may not have sufficient cash or other liquid assets to meet the 90% distribution requirement.

If we fail to satisfy the 90% distribution requirement, we would cease to be taxed as a REIT, resulting in substantial tax-related liabilities.

Failure to qualify as a REIT and/or failure to meet certain REIT requirements would result in the following adverse tax consequences:

As a result, our failure to qualify as a REIT would significantly reduce

the cash we have available to distribute to our shareholders.

However, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation.

We believe that services provided to residents by us do not generally result in substantial impermissible tenant services income, and will not, when considered together with all of our gross receipts, cause us to fail to satisfy the REIT gross income tests.

Consequently, the Operating Partnership’s assets and operations may affect our ability to qualify as a REIT.

common shares will be the total capital gain dividends multiplied by a fraction.

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General

References to “EQR” mean Equity Residential, a Maryland real estate investment trust (“REIT”), and references to “ERPOP” mean ERP Operating Limited Partnership, an Illinois limited partnership.

Unless otherwise indicated, when used in this section, the terms “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP and the term “Operating Partnership” means collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.

This Item 1A.

You should refer to

Real estate investments are subject to varying degrees of risk and are relatively illiquid.

For example, California may have a ballot measure in November 2018 that would seek to repeal an existing state law that limits the ability of local governments to enact some forms of rent control.

Over approximately the past ten years, the Company has exited its non-core markets as part of its strategy to reposition its portfolio, leaving the Company highly concentrated in its urban and high-density suburban coastal gateway markets.

Frequently, we and our partners may

Several of the assets we acquired in the Archstone transaction along with certain preferred interests acquired in joint ventures as part of the Archstone transaction, as well as certain other tax protected properties we have acquired over the years, are subject to tax protection agreements, which could limit our flexibility with respect to our ownership of such assets or cause us to incur material costs.

Several of the assets we acquired from Archstone Enterprise LP (“Archstone”) in February 2013 are subject to various agreements limiting the ability of the owner of the property to take actions that would trigger income tax liability for the contributing owner of the property, including a taxable disposition of the property.

We assumed these obligations upon the completion of the Archstone transaction.

In addition, we will also be required to maintain a certain amount of qualified nonrecourse financing on the tax protected properties during their respective restricted periods.

Our obligations relating to these tax protected properties (as well as certain other tax protected properties we have acquired over the years) may affect the way in which we conduct our business, including whether, when and under what circumstances we sell properties or interests therein and the timing and nature of our financings and refinancing transactions.

As a result, we may not be able to dispose of or refinance the tax protected properties when to do so may have otherwise been favorable to us and our shareholders, which could have a material adverse effect on our results of operations and financial condition.

Certain preferred interests acquired in joint ventures as part of the Archstone transaction have complex tax requirements that, if violated, may cause us to be required to indemnify the preferred shareholders or our joint venture partner for certain tax protection costs.

See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for additional discussion regarding our dividend policy.

The value of investment securities could result in losses to the Company.

From time to time, the Company holds investment securities and/or cash investments that have various levels of repayment and liquidity risk, including government obligations and bond funds, money market funds or bank deposits.

On occasion we also may purchase securities of companies in our own industry as a means to invest funds.

There may be times when we experience declines in the value of these investment securities, which may result in losses to the Company and our financial condition or results of operations could be adversely affected.

Sometimes the cash we deposit at a bank substantially exceeds the FDIC insurance limit or we invest cash in money market or similar type funds with investment management institutions that may be subject to, now or in the future, liquidity and/or withdrawal restrictions, resulting in risk to the Company of loss or lack of immediate availability of funds if these banks or institutions fail to meet their obligations.

In

As of December 31, 2017, the Company’s property insurance policies provide for a per occurrence deductible of $250,000.

Should a claim exceed these amounts, it would be 100% covered by insurance.

Furthermore, the Company purchased additional coverage in the event that the Company suffers multiple non-catastrophic occurrences with losses from $25 million to $50 million within the same policy year.

The Company’s general liability and worker’s compensation policies at December 31, 2017 provide for a $2.0 million and $1.0 million per occurrence deductible, respectively.

These higher deductible and self-insured retention amounts do expose the Company to greater potential for uninsured losses.

The Company also has $750.0 million in terrorism insurance coverage, with a $100,000 deductible.

To the extent that significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions.

Should the impact of climate change be material in nature, including destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected.

The inability of Lehman to fulfill its indemnification obligations to us under the purchase agreement for the Archstone transaction could increase our liabilities and adversely affect our results of operations and financial condition.

In addition to certain indemnification obligations of each party to the purchase agreement for the Archstone transaction relating to breaches of fundamental representations and warranties and breaches of covenants and certain other specified matters, we negotiated as a term in the purchase agreement that Lehman Brothers Holdings Inc. (“Lehman”) retain responsibility for and indemnify us against damages resulting from certain third-party claims or other liabilities.

These third-party claims and other liabilities include, without limitation, costs associated with various litigation matters.

Lehman filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code in September 2008 and is currently in the process of post-petition liquidation.

If Lehman completes its liquidation prior to the termination of their indemnity obligations to us under the purchase agreement, or otherwise distributes substantially all of its assets to its creditors prior to such time, Lehman may not be able to satisfy its obligations with respect to claims and retained liabilities covered by the purchase agreement.

The failure of Lehman to satisfy such obligations could have a material adverse effect on our results of operations and financial condition because claimants may successfully assert that we are liable for those claims and/or retained liabilities.

In addition, certain obligations of Lehman to indemnify us terminated upon expiration of the applicable indemnification period (generally no more than four years following the closing or February 27, 2017).

The assertion of third-party claims after the expiration of the applicable indemnification period, or the failure of Lehman to satisfy its indemnification obligations, could have a material adverse effect on our results of operations and financial condition.

Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the Company’s debt summaries as of December 31, 2017.

Due to the Company’s ability to control the Operating Partnership and its subsidiaries, the Operating Partnership and each such subsidiary entity has been consolidated with the Company for financial reporting purposes, except for [removed: two] [added: our] unconsolidated [removed: operating properties.][added: properties/entities.]

Capitalized terms used herein and not defined are as defined elsewhere in this Annual Report on Form 10-K for the year ended December 31, [removed: 2017.][added: 2018.]

Factors that might cause such differences include, but are not limited [removed: to] [added: to,] the following:

| | • | We intend to actively acquire, develop and renovate multifamily [added: operating] properties [removed: for rental operations] as market conditions dictate. We may also acquire multifamily properties that are unoccupied or in the early stages of lease-up. We may be unable to lease these apartment properties on schedule, resulting in decreases in expected rental revenues and/or lower yields due to lower occupancy and rental rates as well as higher than expected concessions or higher than expected operating expenses. We may not be able to achieve rents that are consistent with expectations for acquired, developed or renovated properties. We may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position, to complete a development property or to complete a renovation. Additionally, we expect that other real estate investors with capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development and acquisition efforts. This competition (or lack thereof) may increase (or depress) prices for multifamily properties. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. We have acquired in the past and intend to continue to pursue the acquisition of properties, including large portfolios of properties, that could increase our size and result in alterations to our capital structure. The total number of apartment units under development, costs of [removed: development] [added: labor] and [added: construction materials and] estimated completion dates are subject to uncertainties arising from changing economic [removed: conditions (such as the cost of labor] [added: conditions, competition, tariffs] and [removed: construction materials), competition] [added: other trade disruptions] and local government regulation; |

| | • | Occupancy levels and market rents may be adversely affected by national and local political, economic and market conditions including, without limitation, new construction and excess inventory of multifamily and owned housing/condominiums, increasing portions of owned housing/condominium stock being converted to rental use, rental housing subsidized by the government, other government programs that favor single family rental housing or owner occupied housing over multifamily rental housing, slow or negative employment growth and household formation, the availability of low-interest mortgages or the availability of mortgages requiring little or no down payment for single family home buyers, changes in social preferences, governmental regulations [removed: (including] [added: including] rent control or rent stabilization laws and [removed: regulations)] [added: regulations] and the potential for geopolitical instability, all of which are beyond the Company’s control; and |

| | • | Additional factors as discussed in Part I of this Annual Report on Form 10-K, particularly those under [removed: “Item 1A.] [added: Item 1A,] Risk [removed: Factors”.] [added: Factors.] |

[removed: Business] [added: See Item 1, Business,] for discussion regarding the Company’s overview.

[removed: Business] [added: See Item 1, Business,] for discussion regarding the Company’s business objectives and operating and investing strategies.

[removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] Transactions

[removed: In] [added: During the years ended December 31, 2018 and 2017, in] conjunction with our business objectives and operating strategy, the Company continued to invest in apartment properties located [added: primarily] in our [removed: coastal gateway] [added: urban and high-density suburban] markets and sell apartment properties located primarily in the less dense portion of suburban markets and/or properties that [removed: are functionally or locationally challenged during the years ended December 31, 2017 and December 31, 2016] [added: we believe will have inferior long-term returns] as follows:

| | • | Acquired four consolidated apartment properties, located in the Seattle (two properties), Boston and Los Angeles markets, consisting of 947 apartment units for approximately $468.0 million at a weighted average Acquisition Cap Rate [removed: (see definition below)] of 4.8%; |

| | • | Sold five consolidated apartment properties, located in the Boston (three properties), New York and San Diego markets, consisting of 1,194 apartment units for approximately $355.0 [removed: million,] [added: million] at a weighted average Disposition Yield [removed: (see definition below)] of 5.1% and generating an Unlevered IRR [removed: (see definition below)] of 12.4%; |

| | • | Substantially completed construction on four projects, located in the Orange County, Washington D.C. and Seattle (two properties) markets, consisting of 1,393 apartment units totaling approximately [removed: $584.2] [added: $579.9] million of development costs and stabilized five development projects, located in the San Francisco (three properties), Los Angeles and Orange County markets, consisting of 1,931 [removed: apartments] [added: apartment] units totaling approximately $983.1 million of development costs. |

[added: | | |] Year Ended December 31, [removed: 2016:][added: | | | | | | |]

| | • | Started construction on one [removed: project] [added: project, located in the Boston market,] consisting of [removed: 222] [added: 469] apartment units totaling approximately [removed: $88.0] [added: $409.7] million of expected development costs; and |

Properties that the Company owned and were stabilized (see definition below) for all of both [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] (the [removed: “2017] [added: “2018] Same Store Properties”), which represented [removed: 70,117] [added: 71,721] apartment units, [removed: and properties that] [added: impacted] the [removed: Company owned and were][added: Company’s results of operations.]

[removed: Both the 2017 Same Store Properties and 2016] [added: The 2018] Same Store Properties are discussed in the following paragraphs.

The following tables provide a rollforward of the apartment units included in Same Store Properties and a reconciliation of apartment units included in Same Store Properties to those included in Total Properties for the year ended December 31, [removed: 2017:][added: 2018:]

[removed: | | |] Year Ended December 31, [removed: 2017 | | | | | | |][added: 2018:]

| Same Store Properties at December 31, [removed: 2016] [added: 2018] | | | [removed: 272] [added: 281] | | | | [removed: 69,879] [added: 71,721] | |

| Lease-up properties stabilized | | | [removed: 4] [added: 7] | | | | [removed: 800] [added: 2,292] | |

| Other | | | — | | | | [removed: 7] [added: 31] | |

| | | Year Ended December 31, [removed: 2017] [added: 2018] | | | | | | |

| 2017 acquisitions [removed: -] [added: –] stabilized | | | 2 | | | | 437 | |

| 2017 acquisitions [removed: -] [added: –] not stabilized | | | 2 | | | | 510 | |

| Lease-up properties not yet stabilized (3) | | | [removed: 14] [added: 11] | | | | [removed: 4,819] [added: 3,889] | |

| Total Non-Same Store | | | [removed: 28] [added: 24] | | | | [removed: 7,549] [added: 6,816] | |

| Total Properties and Apartment Units | | | [removed: 305] [added: 307] | | | | [removed: 78,611] [added: 79,482] | |

| [removed: (1)] | [removed: Consists of one property containing 285 apartment units (Playa] [added: a. | Playa] Pacifica in Hermosa Beach, [removed: California) which] [added: California containing 285 apartment units] was removed from the same store portfolio in the first quarter of 2015 due to a major renovation in which significant portions of the property were taken offline for extended time [removed: periods and one property containing 71 apartment units (Acton Courtyard in Berkeley, California) which was removed from the same store portfolio in the third quarter of 2016 due to an affordable housing dispute which required significant portions of the property to be vacant for an extended releasing period.] [added: periods.] As of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] Playa Pacifica had an occupancy of [removed: 94.4%] [added: 97.9%] and [removed: 66.2%,] [added: 94.4%,] respectively. [removed: As of] [added: Playa Pacifica remains in non-same store for the year ended] December 31, [removed: 2017 and 2016, Acton Courtyard had an occupancy of 91.5% and 69.0%, respectively. These properties will not return to] [added: 2018 as] the [removed: same store portfolio until they are stabilized] [added: property did not achieve greater than 90% occupancy] for all of the current and comparable periods presented. |

| (2) | Consists of [removed: three properties] [added: one property] containing [removed: 853] [added: 162] apartment units that [removed: are] [added: is] wholly owned by the Company [removed: but] [added: where] the entire [removed: projects are] [added: project is] master leased to a third party corporate housing provider. [added: Effective February 1, 2018, the Company took over management of one of its master-leased properties containing 94 apartment units located in the Boston market. Also, effective April 2, 2018, the Company took over management of one of its other master-leased properties containing 597 apartment units located in the Los Angeles market.] |

| (3) | Consists of properties in various stages of lease-up and properties where lease-up has been completed but the properties were not stabilized for the comparable periods presented. [added: Also includes the two master-leased properties noted above.] |

The following [removed: tables provide] [added: table provides] comparative same store results and statistics for the [removed: 2017 and 2016] [added: 2018] Same Store Properties:

[removed: 2017] [added: 2018] vs. [removed: 2016][added: 2017]

Same Store Results/Statistics for [removed: 70,117] [added: 71,721] Same Store Apartment Units

| Change | | | [removed: 2.2] [added: 2.3] | % | | | [removed: 2.7] [added: 3.6] | % | | | [removed: 2.0] [added: 1.7] | % | | | [removed: 2.3] [added: 2.0] | % | | | | | | | | |

Same Store [removed: Results/Statistics] [added: Operating Expenses] for [removed: 69,879] [added: 71,721] Same Store Apartment Units

| (1) | Average Rental Rate – [removed: For 2017 vs. 2016, represents total] [added: Total] residential rental revenues reflected on a straight-line basis in accordance with GAAP divided by the weighted average occupied apartment units for the reporting period presented. [removed: For 2016 vs. 2015, represents total residential rental revenues divided by the weighted average occupied apartment units for the reporting period presented.] |

| (3) | Turnover – Total residential move-outs [added: (including inter-property and intra-property transfers)] divided by total residential apartment [removed: units, including inter-property and intra-property transfers.] [added: units.] |

The following [removed: tables provide] [added: table provides] comparative same store operating expenses for the [removed: 2017 and 2016] [added: 2018] Same Store Properties:

[removed: 2017] [added: 2018] vs. [removed: 2016][added: 2017]

| | • | Acquired five consolidated apartment properties, located in the Seattle, New York, Denver (two properties) and Boston markets, consisting of 1,461 apartment units, along with the remaining 17 apartment units of an existing consolidated apartment property located in the Washington D.C. market, for approximately $707.0 million at a weighted average Acquisition Cap Rate (see Definitions section below) of 4.4%; |

| | • | Sold five consolidated apartment properties, located in the Seattle, Los Angeles and New York (three properties) markets, consisting of 1,292 apartment units for approximately $706.1 million at a weighted average Disposition Yield (see Definitions section below) of 4.1% and generating an Unlevered IRR (see Definitions section below) of 8.7%; |

| | • | Sold one land parcel located in the Washington D.C. market for a sale price of approximately $2.7 million; |

| | • | Substantially completed construction on two projects, located in the San Francisco and Washington D.C. markets, consisting of 671 apartment units totaling approximately $410.3 million of development costs at a weighted average Development Yield (see Definitions section below) of 5.2% and stabilized four projects, located in the Washington D.C., San Francisco and Seattle (two properties) markets, consisting of 1,498 apartment units totaling approximately $794.8 million of development costs at a weighted average Development Yield of 5.2%. |

| 2018 dispositions | | | (5 | ) | | | (1,292 | ) |

| Same Store | | | 281 | | | | 71,721 | |

| 2018 acquisitions | | | 5 | | | | 1,461 | |

| Master-Leased property (2) | | | 1 | | | | 162 | |

Note: During the year ended December 31, 2018, the Company closed down a garage (CRP Sports Garage in Boston, Massachusetts) and began its demolition as it starts the development of West End Tower on the site.

As a result, the garage was removed from the same store portfolio, which had no impact on the apartment unit or property count for the year ended December 31, 2018.

| (1) | Consists of two properties which were removed from the same store portfolio as discussed further below: |

| | b. | Acton Courtyard in Berkeley, California containing 71 apartment units was removed from the same store portfolio in the third quarter of 2016 due to an affordable housing dispute which required significant portions of the property to be vacant for an extended re-leasing period. As of December 31, 2018 and 2017, Acton Courtyard had an occupancy of 90.1% and 91.5%, respectively. Acton Courtyard remains in non-same store for the year ended December 31, 2018 as the property did not achieve greater than 90% occupancy for all of the current and comparable periods presented. |

| 2018 | | $ | 2,363,491 | | | $ | 705,890 | | | $ | 1,657,601 | | | $ | 2,748 | | | | 96.2 | % | | | 51.1 | % |

| 2017 | | $ | 2,311,240 | | | $ | 681,198 | | | $ | 1,630,042 | | | $ | 2,693 | | | | 96.0 | % | | | 53.4 | % |

| Change | | $ | 52,251 | | | $ | 24,692 | | | $ | 27,559 | | | $ | 55 | | | | 0.2 | % | | | (2.3 | %) |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| Depreciation | | | 785,725 | | | | 743,749 | |

| Same store | | $ | 2,363,491 | | | $ | 2,311,240 | |

| Non-same store/other | | | 214,190 | | | | 159,449 | |

| Same store | | | 705,890 | | | | 681,198 | |

| Non-same store/other | | | 81,259 | | | | 59,578 | |

| Same store | | | 1,657,601 | | | | 1,630,042 | |

| Non-same store/other | | | 132,931 | | | | 99,871 | |

| Revenue change | | 2.2% to 3.2% | |

Additionally, in many markets we expect to achieve improved new lease growth, albeit only modestly better relative to 2018.

Our outlook for 2019 is based on an expectation that continued economic growth will create the demand to absorb the elevated levels of new supply in many of our markets.

All of our markets, with the exception of Seattle and Orange County, are projected to deliver better same store revenue growth in 2019 as compared to 2018.

Washington D.C. showed above average job growth at the end of 2018, which aided the absorption of elevated new supply, and occupancy rates remained high throughout the year.

However, same store revenues increased 1.0% during the year ended December 31, 2018 compared to the same period in 2017, which was consistent with our original expectations but slightly below our most recent guidance that was provided in October 2018.

This expected 0.40% improvement over 2018 is almost entirely driven by growth already in place from existing residents given less ability to raise rents due to elevated levels of supply.

In the New York market, we anticipated that elevated deliveries of new luxury supply would have an impact on our ability to raise rents and would require us to issue meaningful rent concessions.

While we were impacted by new supply, stronger demand for our properties led to increased same store occupancy levels and significantly fewer rent concessions for the year ended December 31, 2018 than we expected.

With new competitive supply expected to be lower in 2019, similar occupancy rates, strong renewal and new lease rates and continued strong demand anticipated in the market, we expect to produce same store revenue growth of approximately 1.8% in this market in 2019.

Boston continues to steadily absorb new supply as a result of strong job growth in the biotechnology and business sectors.

Same store revenues increased 2.5% for the year ended December 31, 2018 as compared to the same period in 2017, which was higher than our original guidance and slightly higher than our most recent guidance provided in October 2018, due to stronger occupancy rates and renewal increases.

With supply pressures easing in the near-term, we expect to produce same store revenue growth of approximately 2.8% in this market in 2019.

We have a continued cautious outlook for Seattle as the market has decelerated as anticipated due to significant supply in the urban core.

Job growth is expected to be strong in 2019 and we expect a slight improvement in occupancy and new lease rates, offset by lower renewal rate growth.

We also expect new supply to remain elevated in this market in 2019.

See Item 1.

See Item 1.

| | • | Acquired four consolidated apartment properties consisting of 573 apartment units for approximately $249.3 million at a weighted average Acquisition Cap Rate of 4.8%; |

| | • | Sold 98 consolidated apartment properties consisting of 29,440 apartment units for approximately $6.8 billion, which includes the sale of the Starwood Portfolio consisting of 72 consolidated apartment properties containing 23,262 apartment units for $5.365 billion, at a weighted average Disposition Yield of 5.4% and generating an Unlevered IRR of 11.8%; |

| | • | Sold one unconsolidated property consisting of 336 apartments units for approximately $74.5 million (our share of the net sales proceeds approximated $12.4 million), generating a Disposition Yield of 5.6%; |

| | • | Sold our entire interest in the management contracts and related rights associated with the military housing ventures at Joint Base Lewis McChord consisting of 5,161 apartment units for approximately $63.3 million and sold three land parcels for $57.5 million; |

| | • | Substantially completed construction on five projects consisting of 2,141 apartment units totaling approximately $1.1 billion of development costs and stabilized six development projects consisting of 1,839 apartment units totaling approximately $894.2 million of development costs. |

stabilized for all of both 2016 and 2015 (the “2016 Same Store Properties”), which represented 69,879 apartment units, impacted the Company’s results of operations.

| 2015 acquisitions | | | 4 | | | | 625 | |

| 2017 dispositions | | | (5 | ) | | | (1,194 | ) |

| Same Store | | | 275 | | | | 70,117 | |

| Master-Leased properties (2) | | | 3 | | | | 853 | |

| --- | --- |

Revenues from the 2017 and 2016 Same Store Properties increased $48.5 million and $78.1 million, respectively, primarily as a result of an increase in average rental rates charged to residents.

Expenses from the 2017 and 2016 Same Store Properties increased $17.0 million and $20.2 million, respectively, primarily as a result of an increase in real estate taxes, on-site payroll costs and repairs and maintenance expenses.

$ in thousands (except for Average Rental Rate)

| | | Results | | | | | | | | | | | | Statistics | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Description | | Revenues | | | | Expenses | | | | NOI | | | | Average Rental Rate (1) | | | | Physical Occupancy (2) | | | | Turnover (3) | | |

| 2017 | | $ | 2,248,564 | | | $ | 656,321 | | | $ | 1,592,243 | | | $ | 2,670 | | | | 96.0 | % | | | 52.9 | % |

| 2016 | | $ | 2,200,094 | | | $ | 639,342 | | | $ | 1,560,752 | | | $ | 2,611 | | | | 96.0 | % | | | 54.7 | % |

| Change | | $ | 48,470 | | | $ | 16,979 | | | $ | 31,491 | | | $ | 59 | | | | 0.0 | % | | | (1.8 | )% |

2016 vs. 2015

| 2016 | | $ | 2,177,304 | | | $ | 634,120 | | | $ | 1,543,184 | | | $ | 2,597 | | | | 96.0 | % | | | 54.4 | % |

| 2015 | | $ | 2,099,166 | | | $ | 613,924 | | | $ | 1,485,242 | | | $ | 2,504 | | | | 96.1 | % | | | 54.5 | % |

| Change | | $ | 78,138 | | | $ | 20,196 | | | $ | 57,942 | | | $ | 93 | | | | (0.1 | )% | | | (0.1 | )% |

| Change | | | 3.7 | % | | | 3.3 | % | | | 3.9 | % | | | 3.7 | % | | | | | | | | |

Same Store Operating Expenses for 70,117 Same Store Apartment Units

$ in thousands

| | | | | | | | | | | | | | | | | | | % of Actual | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Actual | | | | Actual | | | | $ | | | | % | | | | Operating | | |

| Real estate taxes | | $ | 276,762 | | | $ | 268,084 | | | $ | 8,678 | | | | 3.2 | % | | | 42.2 | % |

| On-site payroll (1) | | | 148,781 | | | | 142,248 | | | | 6,533 | | | | 4.6 | % | | | 22.7 | % |

| Utilities (2) | | | 89,938 | | | | 88,159 | | | | 1,779 | | | | 2.0 | % | | | 13.7 | % |

| Repairs and maintenance (3) | | | 83,683 | | | | 82,378 | | | | 1,305 | | | | 1.6 | % | | | 12.7 | % |

| Insurance | | | 16,683 | | | | 17,345 | | | | (662 | ) | | | (3.8 | )% | | | 2.5 | % |

| Leasing and advertising | | | 9,282 | | | | 10,118 | | | | (836 | ) | | | (8.3 | )% | | | 1.4 | % |

| Other on-site operating expenses (4) | | | 31,192 | | | | 31,010 | | | | 182 | | | | 0.6 | % | | | 4.8 | % |

| Same store operating expenses | | $ | 656,321 | | | $ | 639,342 | | | $ | 16,979 | | | | 2.7 | % | | | 100.0 | % |

The Company’s exposure to [removed: market risk for] changes in interest rates primarily [removed: relates to] [added: derives from] the refinancing of its long-term debt and [added: from its] floating interest rate instruments that include its unsecured revolving credit facility, commercial paper program, floating rate tax-exempt debt and fair value hedges that convert fixed rate debt to floating rate debt.

The Company also utilizes certain derivative financial instruments to manage [removed: market] [added: interest rate] risk.

The fair value of the Company’s mortgage notes payable and unsecured debt (including its commercial paper and line of credit, if applicable) were approximately [removed: $3.6] [added: $2.4] billion and [removed: $5.6] [added: $6.5] billion, respectively, at December 31, [removed: 2017.][added: 2018.]

At December 31, [removed: 2016,] [added: 2018,] the Company had total outstanding floating rate debt of approximately [removed: $1.1] [added: $1.4] billion, or [removed: 12.3%] [added: 16.4%] of total debt, net of the effects of any derivative instruments.

If market rates of interest on all of the floating rate debt permanently increased by [removed: 11] [added: 25] basis points (a 10% increase from the Company’s existing weighted average interest rates), the increase in interest expense on the floating rate debt would decrease future earnings and cash flows by approximately [removed: $1.3] [added: $3.6] million.

If market rates of interest on all of the floating rate debt permanently decreased by [removed: 11] [added: 25] basis points (a 10% decrease from the Company’s existing weighted average interest rates), the decrease in interest expense on the floating rate debt would increase future earnings and cash flows by approximately [removed: $1.3] [added: $3.6] million.

At December 31, [removed: 2016,] [added: 2018,] the Company had total outstanding fixed rate debt of approximately [removed: $7.9] [added: $7.4] billion, or [removed: 87.7%] [added: 83.6%] of total debt, net of the effects of any derivative instruments.

If market rates of interest permanently increased by [removed: 49] [added: 45] basis points (a 10% increase from the Company’s existing weighted average interest rates), the estimated fair value of the Company’s fixed rate debt would be approximately [removed: $7.2] [added: $6.7] billion.

If market rates of interest permanently decreased by [removed: 49] [added: 45] basis points (a 10% decrease from the Company’s existing weighted average interest rates), the estimated fair value of the Company’s fixed rate debt would be approximately [removed: $8.8] [added: $8.2] billion.

At December 31, [removed: 2016,] [added: 2018,] the Company’s derivative instruments had a net [removed: asset] [added: liability] fair value of approximately [removed: $1.9] [added: $10.1] million.

If market rates of interest permanently increased by [removed: 24] [added: 27] basis points (a 10% increase from the Company’s existing weighted average interest rates), the net asset fair value of the Company’s derivative instruments would be approximately [removed: $0.4] [added: $0.9] million.

If market rates of interest permanently decreased by [removed: 24] [added: 27] basis points (a 10% decrease from the Company’s existing weighted average interest rates), the net [removed: asset] [added: liability] fair value of the Company’s derivative instruments would be approximately [removed: $3.4] [added: $21.5] million.

Such exposure is primarily driven by changes in U.S. Treasury rates, LIBOR and the SIFMA index as well as rates implicit in commercial paper markets.

From time to time, the Company hedges a portion of future long-term debt issuances.

These exposures to interest rates are primarily driven by changes in long-term U.S. Treasury rates for refinancing activity, changes in short-term LIBOR borrowing rates and the SIFMA index for floating rate debt and changes in commercial paper market conditions.

We generally hedge a portion of future long-term debt issuances and target a level of floating rate debt of 20% or less depending upon market conditions.

To the extent the Company carries substantial cash balances, this will tend to partially counterbalance any changes in interest rates.

Equity Residential [removed: (“EQR”), a Maryland real estate investment trust (“REIT”) formed in March 1993,] [added: (“EQR”)] is an S&P 500 company focused on the acquisition, development and management of rental apartment properties [added: located] in urban and high-density suburban [removed: coastal gateway markets.][added: markets, a business that is conducted on its behalf by ERP Operating Limited Partnership (“ERPOP”).]

EQR is the general partner of, and as of December 31, [removed: 2017] [added: 2018] owned an approximate 96.4% ownership interest in, ERPOP.

EQR issues [removed: public] equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership.

The Company’s corporate headquarters is located in Chicago, Illinois and the Company also operates [added: regional] property management offices in each of its [removed: coastal gateway] markets.

As of December 31, [removed: 2017,] [added: 2018,] the Company had approximately 2,700 employees who provided real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and other support functions.

You may access our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to any of those reports we file with the [removed: SEC] [added: Securities and Exchange Commission (“SEC”)] free of charge on our website, www.equityapartments.com.

We are focused [added: primarily] on the [removed: coastal gateway markets] [added: urban and high-density suburban areas] of Boston, New York, Washington D.C., Southern California (including Los Angeles, Orange County and San Diego), San [removed: Francisco] [added: Francisco, Seattle] and [removed: Seattle.][added: Denver.]

| | • | Strong economic growth [added: as centers of the knowledge-based economy,] leading to [added: high wage] job growth and household formation, which in turn leads to high demand for our apartments; |

| | • | Urban and high-density suburban [removed: locations] [added: areas] with an attractive quality of life leading to high resident demand and retention; |

Many of our residents utilize our web-based resident portal [added: and app] which allows them to sign and renew their leases, review their accounts and make payments, provide feedback and make service requests [removed: on-line.][added: on-line or with mobile devices.]

As part of its strategy, the Company purchases [removed: completed and fully occupied] apartment [removed: properties, partially completed or partially occupied] properties [added: at various stages of occupancy] and [added: completion and] may acquire land parcels to hold and/or sell [removed: based on market opportunities] as well as options to buy more land in the future.

The Company may also seek to acquire properties by [added: providing mezzanine financing/equity and/or] purchasing defaulted or distressed debt that encumbers desirable [removed: properties in the hope of obtaining title to property through foreclosure or deed-in-lieu of foreclosure proceedings.][added: properties.]

Since 2005, the Company has sold approximately [removed: 199,000] [added: 200,000] apartment units primarily located in [removed: the less dense portion of suburban] markets [added: and submarkets it believes will have less attractive long-term returns] for an aggregate sales price of approximately [removed: $23.8] [added: $24.6] billion, acquired [removed: nearly 70,000] [added: approximately 71,000] apartment units primarily located in [added: the] urban and high-density suburban [removed: markets] [added: areas noted above] for approximately [removed: $20.5] [added: $21.2] billion and began approximately [removed: $5.9] [added: $6.3] billion of development projects primarily located in [added: the] urban and high-density suburban [removed: markets.][added: areas noted above.]

We are committed to elevating and supporting the core values of diversity and inclusion, [removed: total well-being] [added: “Total Well-Being”] (which brings together physical, financial, career, social and community well-being into a cohesive whole), and environmental, social and governance [removed: ("ESG"),] [added: (“ESG”),] which includes sustainability and social responsibility, by actively engaging in these areas.

Each member of the executive team maintains an annual goal related to these core [removed: values.][added: values, which is evaluated by the Company’s Board of Trustees.]

With its high density, multifamily [added: housing is, by its nature, an environmentally friendly property type.]

When developing and renovating our properties, we strive to reduce energy and water consumption by investing in energy saving technology while positively impacting the [removed: experience of our residents and the value of our assets.]

The Company was named the [removed: 2017] [added: 2018] Global Residential Listed Sector Leader in ESG by GRESB, a globally recognized analysis of the ESG indicators of more than [removed: 800] [added: 900] real estate portfolios worldwide.

The Company was also recently awarded the [removed: 2017] [added: 2018] Residential Leader in the Light award for sustainability by the National Association of Real Estate Investment Trusts [removed: (“NAREIT”).][added: (“Nareit”).]

For additional information regarding our [removed: sustainability] [added: ESG] efforts, see our [removed: December 2017 Corporate] [added: October 2018 Environmental,] Social [removed: Responsibility] and [removed: Sustainability] [added: Governance] Report at our website, www.equityapartments.com.

For [removed: 2018,] [added: 2019,] we continue to have an express company-wide goal [removed: regarding] [added: for Total Well-Being, which includes] enhanced ESG efforts.

Employees, including our executives, will have their performance against our various [removed: ESG] [added: Total Well\-Being] goals evaluated as part of our annual performance review process.

The sale of the Starwood Portfolio, combined with the other 2016 dispositions, [added: at that time] resulted in the Company’s exit from the South Florida, Denver [added: (primarily suburban portfolio)] and New England (excluding Boston) markets and substantially completed the Company’s portfolio transformation which started [removed: approximately] [added: over] ten years ago.

[added: See Item 1A,] Risk [removed: Factors] [added: Factors,] for additional information with respect to competition.

[added: See Item 1A,] Risk [removed: Factors] [added: Factors,] for information concerning the potential effects of environmental regulations on our operations.

EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and ERPOP is an Illinois limited partnership formed in May 1993.

We also expect this demographic to remain renters longer due to societal trends favoring delayed marriage and smaller family sizes.

In 2018, the Company began to actively invest in rental properties in urban and high-density suburban areas of Denver, a market that shares many characteristics with the Company’s other markets.

The Company recently was honored with a Glassdoor Employees’ Choice Award, recognizing the Company as one of the 100 Best Places to Work in 2019 among all United States large companies, and was the highest rated real estate company in this survey.

experience of our residents and the value of our assets.

This marks the fifth and third consecutive years, respectively, that the Company has received these prestigious awards.

We have recently enhanced our ESG disclosure efforts, including auditing the results outlined in the above report.

In addition, the Company recently issued $400.0 million of ten-year 4.15% unsecured notes.

These notes were issued as "green" bonds and as a result, the Company will allocate an amount equal to the net proceeds to one or more eligible green/sustainable projects.

This was the first "green" bond issuance from an apartment REIT.

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.

We are currently seeking to acquire and develop assets in the following coastal gateway metropolitan areas: Boston, New York, Washington D.C., Southern California, San Francisco and Seattle.

housing is, by its nature, an environmentally friendly property type.

These sales narrowed the Company’s focus, which is now entirely directed towards our coastal gateway markets.

See Item 1A.

See Item 1A.

As of December 31, [removed: 2017,] [added: 2018,] the Company does not believe there is any 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.

10-K 1 [removed: eqr-10k_20171231.htm] [added: eqr-10k_20181231.htm] 10-K

For the Fiscal Year Ended DECEMBER 31, [removed: 2017][added: 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Equity Residential [removed: ☒] [added: ☐] | ERP Operating Limited Partnership [removed: ☒] [added: ☐] |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or [added: an] emerging growth company.

| Non-accelerated filer | | ☐ [removed: (Do not check if a smaller reporting company)] | | Smaller reporting company | | ☐ |

| Non-accelerated filer | | ☒ [removed: (Do not check if a smaller reporting company)] | | Smaller reporting company | | ☐ |

The aggregate market value of Common Shares held by non-affiliates of the Registrant was approximately [removed: $23.8] [added: $23.1] billion based upon the closing price on June 30, [removed: 2017] [added: 2018] of [removed: $65.83] [added: $63.69] using beneficial ownership of shares rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting shares owned by Trustees and Executive Officers, some of whom may not be held to be affiliates upon judicial determination.

The number of Common Shares of Beneficial Interest, $0.01 par value, outstanding on February [removed: 16, 2018] [added: 15, 2019] was [removed: 368,169,571.][added: 369,933,743.]

Part III incorporates by reference certain information that will be contained in Equity Residential’s Proxy Statement relating to its [removed: 2018] [added: 2019] Annual Meeting of Shareholders, which Equity Residential intends to file no later than 120 days after the end of its fiscal year ended December 31, [removed: 2017,] [added: 2018,] and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K.

This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2017] [added: 2018] of Equity Residential and ERP Operating Limited Partnership.

[removed: ][added: ]

EQR is the general partner of, and as of December 31, [removed: 2017] [added: 2018] owned an approximate 96.4% ownership interest in, ERPOP.

Except for the net proceeds from equity offerings by [removed: EQR, which] [added: EQR (which] are contributed to the capital of ERPOP in exchange for additional partnership interests in ERPOP (“OP Units”) (on a one-for-one Common Share per OP Unit basis) or additional preference units in ERPOP (on a one-for-one preferred share per preference unit [removed: basis),] [added: basis)),] the Operating Partnership generates all remaining capital required by the Company’s business.

These sources include the Operating Partnership’s working capital, net cash provided by operating activities, borrowings under its revolving credit facility and/or commercial paper program, the issuance of secured and unsecured debt and [removed: equity securities] [added: partnership interests,] and proceeds received from disposition of certain properties and joint venture interests.

[added: This report also includes separate Part II, Item 9A,] Controls and [removed: Procedures] [added: Procedures,] sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of [removed: 1934] [added: 1934, as amended (the “Exchange Act”),] and 18 U.S.C. §1350.

| Item 1B. | | [Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | | [removed: 28] [added: 27] |

| Item 2. | | [Properties](#ITEM_2_PROPERTIES) | | [removed: 28] [added: 27] |

| Item 3. | | [Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS) | | [removed: 30] [added: 29] |

| Item 4. | | [Mine Safety Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES) | | [removed: 30] [added: 29] |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU) | | [removed: 31] [added: 30] |

| Item 6. | | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | | [removed: 32] [added: 30] |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | | [removed: 35] [added: 33] |

| Item 7A. | | [Quantitative and Qualitative Disclosures about Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | | [removed: 54] [added: 52] |

| Item 8. | | [Financial Statements and Supplementary Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | | [removed: 55] [added: 53] |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | | [removed: 56] [added: 53] |

| Item 9A. | | [Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURES) | | [removed: 56] [added: 53] |

| Item 9B. | | [Other Information](#ITEM_9B_OR_INFORMATION) | | [removed: 57] [added: 54] |

| Item 10. | | [Trustees, Executive Officers and Corporate Governance](#ITEMS_10_11_12_13_14) | | [removed: 58] [added: 55] |

| Item 11. | | [Executive Compensation](#ITEMS_10_11_12_13_14) | | [removed: 58] [added: 55] |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEMS_10_11_12_13_14) | | [removed: 58] [added: 55] |

| Item 13. | | [Certain Relationships and Related Transactions, and Trustee Independence](#ITEMS_10_11_12_13_14) | | [removed: 58] [added: 55] |

| Item 14. | | [Principal Accounting Fees and Services](#ITEMS_10_11_12_13_14) | | [removed: 58] [added: 55] |

| Item 15. | | [Exhibits, Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | | [removed: 59] [added: 56] |

| Item 16. | | [Form 10-K Summary](#ITEM_16_FORM_10K_SUMMARY) | | [removed: 59] [added: 56] |

This report also includes separate Part II, Item 9A.

| EX-12 | | | | |

As of December 31, [removed: 2017,] [added: 2018,] the Company, directly or indirectly through investments in title holding entities, owned all or a portion of [removed: 305] [added: 307] properties located in [removed: 10] [added: 11] states and the District of Columbia consisting of [removed: 78,611] [added: 79,482] apartment units.

| Wholly Owned Properties | | | [removed: 283] [added: 287] | | | | [removed: 73,598] [added: 74,840] | |

| Master-Leased [removed: Properties] [added: Property] – Consolidated | | | [removed: 3] [added: 1] | | | | [removed: 853] [added: 162] | |

| Partially Owned Properties – Consolidated | | | 17 | | | | [removed: 3,215] [added: 3,535] | |

The following table sets forth certain information by market relating to the Company’s properties at December 31, [removed: 2017:][added: 2018:]

| Markets/Metro Areas | | Properties | | | | Apartment Units | | | | % of Stabilized [added: Budgeted] NOI (A) | | | | Average Rental Rate (B) | | |

| Orange County | | | 13 | | | | 4,028 | | | | [removed: 4.4] [added: 4.3] | % | | | [removed: 2,142] [added: 2,202] | |

| San Diego | | | 12 | | | | 3,385 | | | | [removed: 3.9] [added: 3.8] | % | | | [removed: 2,288] [added: 2,376] | |

| Other Markets | | | 1 | | | | 136 | | | | — | % | | | [removed: 1,157] [added: 1,217] | |

| | (A) | % of Stabilized [added: Budgeted] NOI - Represents budgeted [removed: 2018] [added: 2019] NOI for stabilized properties and projected annual NOI at stabilization (defined as having achieved 90% occupancy for three consecutive months) for properties that are in lease-up. |

As of December 31, [removed: 2017,] [added: 2018,] the Company’s same store occupancy was [removed: 95.9%] [added: 96.1%] and its total portfolio-wide occupancy, which includes completed development properties in various stages of lease-up, was [removed: 95.0%.][added: 95.9%.]

Resident leases are generally for twelve months in [removed: length and can require security deposits.][added: length.]

[removed: The garden-style properties] [added: Garden-style] are generally defined as properties with two and/or three story buildings while [removed: the] mid-rise/high-rise are defined as properties with greater than three story buildings.

In addition, many of our urban properties have parking [removed: garage] [added: garages] and/or retail components.

The consolidated properties currently in various stages of development and lease-up at December 31, [removed: 2017] [added: 2018] are included in the following table:

| Development and Lease-Up Projects as of December 31, [removed: 2017] [added: 2018] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | |]

| (Amounts in thousands except for project and apartment unit amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | |]

| Projects | | Location | | [removed: No. of Apartment] Units | | | | [removed: Total Budgeted Capital] Cost (1) | | | | [removed: Total Book Value] to Date | | | | [removed: Total Book Value Not Placed in] Service | | | | [removed: Total] Debt | | | | [removed: Percentage] Completed | | | | [removed: Percentage Leased] [added: Occupancy] | | [added: Date] | | [removed: Percentage Occupied] [added: Date] | | [added: Leased] | | [removed: Estimated Completion Date] | | [removed: Estimated Stabilization Date] [added: Occupied] | [added: | |]

| Projects Under Development: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | |]

| [removed: 100 K Street] [added: 100K Apartments] | | Washington D.C. | | | 222 | | | | 88,023 | | | | [removed: 45,603] [added: 85,116] | | | | [removed: 45,603] [added: —] | | | | — | | | | [removed: 33] | [removed: %] | | [added: Q3 2018] | [removed: —] | [added: Q4 2018] | | [added: Q4 2019] | [removed: —] | | [added: 39] | [removed: Q4 2018] [added: %] | | [removed: Q4 2019] | [added: 35 | % |]

| 1401 E. Madison | | Seattle, WA | | | 137 | | | [added: $] | 62,352 | | | [added: $] | [removed: 18,334] [added: 34,523] | | | [added: $] | [removed: 18,334] [added: 34,523] | | | [added: $] | — | | | | [removed: 3] [added: 45] | % | | [added: Q2 2019] | [removed: —] | [added: Q3 2019] | | [added: Q1 2020] | [added: | |] — | | | [removed: Q3 2019] | [added: —] | [removed: Q1 2020] |

| 249 Third Street | | Cambridge, MA | | | 84 | | | | 51,447 | | | | [removed: 8,934] [added: 26,168] | | | | [removed: 8,934] [added: 26,168] | | | | — | | | | [removed: 1] [added: 38] | % | | [added: Q3 2019] | [removed: —] | [added: Q4 2019] | | [added: Q2 2020] | [added: | |] — | | | [removed: Q4 2019] | [added: —] | [removed: Q2 2020] |

| Completed Not Stabilized (2): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | |]

| Completed and Stabilized During the Quarter: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | |]

| Projects Completed and Stabilized During the Quarter | | | | | [removed: 1,130] [added: 477] | | | | [removed: 469,149] [added: 174,378] | | | | [removed: 465,798] [added: 171,902] | | | | — | | | | — | | | | | | | | | | | | | | | | | | [added: | |]

| Land Held for Development | | | | N/A | | | | N/A | | | | $ | [removed: 98,963] [added: 89,909] | | | $ | [removed: 98,963] [added: 89,909] | | | $ | — | | | | | | | | | | | | | | | | | | [added: | |]

| (1) | Total Budgeted Capital Cost [removed: -] [added: –] Estimated cost for projects under development and/or developed and all capitalized costs incurred to [removed: date plus any estimates of costs remaining to be funded for all projects,] [added: date,] including land acquisition costs, construction costs, capitalized real estate taxes and insurance, capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees, [added: plus any estimates of costs remaining to be funded for] all [added: projects, all] in accordance with GAAP. |

| Garden | | | 104 | | | | 26,376 | | | | 254 | |

| Mid/High-Rise | | | 203 | | | | 53,106 | | | | 262 | |

| | | | 307 | | | | 79,482 | | | | 259 | |

| | | | 307 | | | | 79,482 | |

| Los Angeles | | | 70 | | | | 15,968 | | | | 18.5 | % | | $ | 2,551 | |

| Subtotal – Southern California | | | 95 | | | | 23,381 | | | | 26.6 | % | | | 2,465 | |

| San Francisco | | | 55 | | | | 13,424 | | | | 20.6 | % | | | 3,219 | |

| Washington D.C. | | | 49 | | | | 16,050 | | | | 17.1 | % | | | 2,396 | |

| New York | | | 37 | | | | 9,741 | | | | 15.2 | % | | | 3,848 | |

| Boston | | | 25 | | | | 6,641 | | | | 10.2 | % | | | 3,061 | |

| Seattle | | | 41 | | | | 8,438 | | | | 9.6 | % | | | 2,387 | |

| Denver | | | 2 | | | | 726 | | | | 0.7 | % | | | 2,088 | |

| Total | | | 305 | | | | 78,537 | | | | 100.0 | % | | | 2,789 | |

| Grand Total | | | 307 | | | | 79,482 | | | | 100.0 | % | | $ | 2,789 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | Total | | | | Total | | | | Total Book | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | No. of | | | | Budgeted | | | | Book | | | | Value Not | | | | | | | | | | | | Estimated/Actual | | | | | | | | | | | | |

| | | | | Apartment | | | | Capital | | | | Value | | | | Placed in | | | | Total | | | | Percentage | | | | Initial | | Completion | | Stabilization | | Percentage | | | | Percentage | | |

| West End Tower | | Boston, MA | | | 469 | | | | 409,749 | | | | 48,718 | | | | 48,718 | | | | — | | | | 7 | % | | Q2 2021 | | Q3 2021 | | Q1 2023 | | | — | | | | — | |

| Projects Under Development | | | | | 690 | | | | 523,548 | | | | 109,409 | | | | 109,409 | | | | — | | | | | | | | | | | | | | | | | | | |

| Projects Completed Not Stabilized | | | | | 222 | | | | 88,023 | | | | 85,116 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | |

| Cascade | | Seattle, WA | | | 477 | | | | 174,378 | | | | 171,902 | | | | — | | | | — | | | | | | | Q2 2017 | | Q4 2017 | | Q4 2018 | | | 98 | % | | | 97 | % |

| Total Development Projects | | | | | 1,389 | | | $ | 785,949 | | | $ | 366,427 | | | $ | 109,409 | | | $ | — | | | | | | | | | | | | | | | | | | | |

| Garden | | | 107 | | | | 27,007 | | | | 252 | |

| Mid/High-Rise | | | 198 | | | | 51,604 | | | | 261 | |

| | | | 305 | | | | 78,611 | | | | 258 | |

| | | | 305 | | | | 78,611 | |

| Los Angeles | | | 71 | | | | 16,160 | | | | 18.6 | % | | $ | 2,454 | |

| Subtotal – Southern California | | | 96 | | | | 23,573 | | | | 26.9 | % | | | 2,375 | |

| San Francisco | | | 54 | | | | 12,961 | | | | 19.5 | % | | | 3,089 | |

| Washington D.C. | | | 48 | | | | 15,811 | | | | 17.3 | % | | | 2,360 | |

| New York | | | 39 | | | | 10,462 | | | | 16.5 | % | | | 3,758 | |

| Boston | | | 24 | | | | 6,263 | | | | 9.9 | % | | | 3,001 | |

| Seattle | | | 41 | | | | 8,460 | | | | 9.9 | % | | | 2,365 | |

| Total | | | 303 | | | | 77,666 | | | | 100.0 | % | | | 2,729 | |

| Grand Total | | | 305 | | | | 78,611 | | | | 100.0 | % | | $ | 2,729 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 855 Brannan | | San Francisco, CA | | | 449 | | | $ | 304,035 | | | $ | 296,916 | | | $ | 90,676 | | | $ | — | | | | 96 | % | | | 55 | % | | | 50 | % | | Q1 2018 | | Q1 2019 |

| Projects Under Development | | | | | 892 | | | | 505,857 | | | | 369,787 | | | | 163,547 | | | | — | | | | | | | | | | | | | | | | | |

| 455 Eye Street | | Washington D.C. | | | 174 | | | | 73,157 | | | | 72,972 | | | | — | | | | — | | | | | | | | 96 | % | | | 91 | % | | Completed | | Q1 2018 |

| Helios (formerly 2nd & Pine) | | Seattle, WA | | | 398 | | | | 227,287 | | | | 220,101 | | | | — | | | | — | | | | | | | | 54 | % | | | 48 | % | | Completed | | Q2 2019 |

| Cascade | | Seattle, WA | | | 477 | | | | 176,378 | | | | 169,597 | | | | — | | | | — | | | | | | | | 50 | % | | | 47 | % | | Completed | | Q2 2019 |

| Projects Completed Not Stabilized | | | | | 1,049 | | | | 476,822 | | | | 462,670 | | | | — | | | | — | | | | | | | | | | | | | | | | | |

| Altitude (formerly Village at Howard Hughes) | | Los Angeles, CA | | | 545 | | | | 192,331 | | | | 191,747 | | | | — | | | | — | | | | | | | | 96 | % | | | 95 | % | | Completed | | Stabilized |

| The Alton (formerly Millikan) | | Irvine, CA | | | 344 | | | | 107,381 | | | | 106,795 | | | | — | | | | — | | | | | | | | 96 | % | | | 95 | % | | Completed | | Stabilized |

| One Henry Adams | | San Francisco, CA | | | 241 | | | | 169,437 | | | | 167,256 | | | | — | | | | — | | | | | | | | 96 | % | | | 93 | % | | Completed | | Stabilized |

| Total Development Projects | | | | | 3,071 | | | $ | 1,451,828 | | | $ | 1,298,255 | | | $ | 163,547 | | | $ | — | | | | | | | | | | | | | | | | | |

Common [removed: Share Market Prices and Dividends] [added: Share/Unit Dividends/Distributions] (Equity [removed: Residential)][added: Residential and ERP Operating Limited Partnership)]

The [removed: following table sets forth, for the years indicated, the high, low and closing sales prices for and the distributions declared on the] Company’s Common [removed: Shares, which] [added: Shares] trade on the New York Stock Exchange under the trading symbol EQR.

| [removed: 2017] | | [removed: | | | | | | | |] [added: 2018] | | | | [added: 2017] | | |

| Fourth Quarter Ended December 31, [removed: 2017] | | $ | [removed: 70.46 | | | $ | 63.20 | | | $ | 63.77] [added: 0.54] | | | $ | 0.50375 | |

| Third Quarter Ended September 30, [removed: 2017] | | $ | [removed: 68.77 | | | $ | 63.98 | | | $ | 65.93] [added: 0.54] | | | $ | 0.50375 | |

| Second Quarter Ended June 30, [removed: 2017] | | $ | [removed: 68.83 | | | $ | 61.59 | | | $ | 65.83] [added: 0.54] | | | $ | 0.50375 | |

| First Quarter Ended March 31, [removed: 2017] | | $ | [removed: 65.71 | | | $ | 59.49 | | | $ | 62.22] [added: 0.54] | | | $ | 0.50375 | |

[removed: The] [added: At February 15, 2019, the] number of record holders of Common Shares [removed: at February 16, 2018] was approximately [removed: 2,300.][added: 2,100 and 369,933,743 Common Shares were outstanding.]

There is no established public market for the [added: Operating Partnership’s] Units (OP Units and restricted units).

The following table sets forth, for the years indicated, the [removed: distributions] [added: dividends/distributions] declared on the [removed: Operating] [added: Company’s Common Shares/Operating] Partnership’s Units.

| | | [removed: Distributions] [added: Dividends/Distributions] | | | | | | |

[removed: The] [added: At February 15, 2019, the] number of record holders of Units in the Operating Partnership [removed: at February 16, 2018] was approximately [removed: 500.][added: 500 and 383,968,656 Units were outstanding.]

Unregistered Common Shares Issued in the Quarter Ended December 31, [removed: 2017] [added: 2018] (Equity Residential)

During the quarter ended December 31, [removed: 2017,] [added: 2018,] EQR issued [removed: 41,549] [added: 118,967] Common Shares in exchange for [removed: 41,549] [added: 118,967] OP Units held by various limited partners of ERPOP.

The following table provides information as of December 31, [removed: 2017] [added: 2018] with respect to the Company’s Common Shares that may be issued under its existing equity compensation plans.

| (1) | The amounts shown in columns (a) and (b) of the above table do not include [removed: 369,741] [added: 299,425] outstanding Common Shares (all of which are restricted and subject to vesting requirements) that were granted under the Company’s 2011 Share Incentive Plan, as amended (the “2011 Plan”) and outstanding Common Shares that have been purchased by employees and trustees under the Company’s ESPP. |

| (2) | Includes [removed: 6,913,246] [added: 4,835,914] Common Shares that may be issued under the 2011 Plan, of which only 33% may be in the form of restricted shares/units, and [removed: 2,837,877] [added: 2,762,463] Common Shares that may be sold to employees and trustees under the ESPP. |

| Equity compensation plans approved by shareholders | | | 7,112,235 | | | $52.35 | | | 7,598,377 | |

| | | Sales Price | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | High | | | | Low | | | | Closing | | | | Distributions | | |

| | | | | | | | | | | | | | | | | |

| 2016 | | | | | | | | | | | | | | | | |

| Fourth Quarter Ended December 31, 2016 | | $ | 65.14 | | | $ | 58.28 | | | $ | 64.36 | | | $ | 0.50375 | |

| Third Quarter Ended September 30, 2016 | | $ | 71.53 | | | $ | 62.39 | | | $ | 64.33 | | | $ | 3.50375 | |

| Second Quarter Ended June 30, 2016 | | $ | 75.49 | | | $ | 63.11 | | | $ | 68.88 | | | $ | 0.50375 | |

| First Quarter Ended March 31, 2016 | | $ | 81.76 | | | $ | 66.62 | | | $ | 75.03 | | | $ | 8.50375 | |

Note: In addition to the regular quarterly dividends in 2016, the Company paid special dividends of $8.00 per share/unit (approximately $3.0 billion) on March 10, 2016 and $3.00 per share/unit (approximately $1.1 billion) on October 14, 2016.

The number of outstanding Common Shares as of February 16, 2018 was 368,169,571.

Unit Dividends (ERP Operating Limited Partnership)

| | | 2017 | | | | 2016 | | |

| Fourth Quarter Ended December 31, | | $ | 0.50375 | | | $ | 0.50375 | |

| Third Quarter Ended September 30, | | $ | 0.50375 | | | $ | 3.50375 | |

| Second Quarter Ended June 30, | | $ | 0.50375 | | | $ | 0.50375 | |

| First Quarter Ended March 31, | | $ | 0.50375 | | | $ | 8.50375 | |

Note: In addition to the regular quarterly dividends in 2016, the Company paid special dividends of $8.00 per share/unit (approximately $3.0 billion) on March 10, 2016 and $3.00 per share/unit (approximately $1.1 billion) on October 14, 2016.

The number of outstanding Units as of February 16, 2018 was 382,197,057.

| Equity compensation plans approved by shareholders | | | 6,483,832 | | | $46.46 | | | 9,751,123 | |

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Total revenues from continuing operations | | $ | [removed: 2,471,406] [added: 2,578,434] | | | $ | [removed: 2,425,800] [added: 2,471,406] | | | $ | [removed: 2,744,965] [added: 2,425,800] | | | $ | [removed: 2,614,748] [added: 2,744,965] | | | $ | [removed: 2,387,702] [added: 2,614,748] | |

| Interest and other income | | $ | [removed: 6,136] [added: 15,317] | | | $ | [removed: 65,773] [added: 6,136] | | | $ | [removed: 7,372] [added: 65,773] | | | $ | [removed: 4,462] [added: 7,372] | | | $ | [removed: 5,283] [added: 4,462] | |

| Net gain (loss) on sales of real estate properties | | $ | [removed: 157,057] [added: 256,810] | | | $ | [removed: 4,044,055] [added: 157,057] | | | $ | [removed: 335,134] [added: 4,044,055] | | | $ | [removed: 212,685] [added: 335,134] | | | $ | [removed: —] [added: 212,685] | |

| Income [removed: (loss)] from continuing operations | | $ | [removed: 628,381] [added: 685,192] | | | $ | [removed: 4,479,586] [added: 628,381] | | | $ | [removed: 907,621] [added: 4,479,586] | | | $ | [removed: 657,101] [added: 907,621] | | | $ | [removed: (168,174] [added: 657,101] | [removed: )] |

| Discontinued operations, net | | $ | — | | | $ | [removed: 518] [added: —] | | | $ | [removed: 397] [added: 518] | | | $ | [removed: 1,582] [added: 397] | | | $ | [removed: 2,073,527] [added: 1,582] | |

| Net income | | $ | [removed: 628,381] [added: 685,192] | | | $ | [removed: 4,480,104] [added: 628,381] | | | $ | [removed: 908,018] [added: 4,480,104] | | | $ | [removed: 658,683] [added: 908,018] | | | $ | [removed: 1,905,353] [added: 658,683] | |

| Net income available to Common Shares | | $ | [removed: 600,363] [added: 654,445] | | | $ | [removed: 4,289,072] [added: 600,363] | | | $ | [removed: 863,277] [added: 4,289,072] | | | $ | [removed: 627,163] [added: 863,277] | | | $ | [removed: 1,826,468] [added: 627,163] | |

| Income [removed: (loss)] from continuing operations available to Common Shares | | $ | [removed: 1.64] [added: 1.78] | | | $ | [removed: 11.75] [added: 1.64] | | | $ | [removed: 2.37] [added: 11.75] | | | $ | [removed: 1.73] [added: 2.37] | | | $ | [removed: (0.47] [added: 1.73] | [removed: )] |

| Net income available to Common Shares | | $ | [removed: 1.64] [added: 1.78] | | | $ | [removed: 11.75] [added: 1.64] | | | $ | [removed: 2.37] [added: 11.75] | | | $ | [removed: 1.74] [added: 2.37] | | | $ | [removed: 5.16] [added: 1.74] | |

| Weighted average Common Shares outstanding | | | [removed: 366,968] [added: 368,052] | | | | [removed: 365,002] [added: 366,968] | | | | [removed: 363,498] [added: 365,002] | | | | [removed: 361,181] [added: 363,498] | | | | [removed: 354,305] [added: 361,181] | |

| Income [removed: (loss)] from continuing operations available to Common Shares | | $ | [removed: 1.63] [added: 1.77] | | | $ | [removed: 11.68] [added: 1.63] | | | $ | [removed: 2.36] [added: 11.68] | | | $ | [removed: 1.72] [added: 2.36] | | | $ | [removed: (0.47] [added: 1.72] | [removed: )] |

| Net income available to Common Shares | | $ | [removed: 1.63] [added: 1.77] | | | $ | [removed: 11.68] [added: 1.63] | | | $ | [removed: 2.36] [added: 11.68] | | | $ | [removed: 1.73] [added: 2.36] | | | $ | [removed: 5.16] [added: 1.73] | |

| Weighted average Common Shares outstanding | | | [removed: 382,678] [added: 383,695] | | | | [removed: 381,992] [added: 382,678] | | | | [removed: 380,620] [added: 381,992] | | | | [removed: 377,735] [added: 380,620] | | | | [removed: 354,305] [added: 377,735] | |

| Distributions declared per Common Share outstanding | | $ | [removed: 2.015] [added: 2.16] | | | $ | [removed: 13.015] [added: 2.015] | | | $ | [removed: 2.21] [added: 13.015] | | | $ | [removed: 2.00] [added: 2.21] | | | $ | [removed: 1.85] [added: 2.00] | |

| Real estate, before accumulated depreciation | | $ | [removed: 26,026,896] [added: 26,511,022] | | | $ | [removed: 25,386,425] [added: 26,026,896] | | | $ | [removed: 25,182,352] [added: 25,386,425] | | | $ | [removed: 27,675,383] [added: 25,182,352] | | | $ | [removed: 26,800,948] [added: 27,675,383] | |

| Real estate, after accumulated depreciation | | $ | [removed: 19,986,518] [added: 19,814,741] | | | $ | [removed: 20,026,036] [added: 19,986,518] | | | $ | [removed: 20,276,946] [added: 20,026,036] | | | $ | [removed: 22,242,578] [added: 20,276,946] | | | $ | [removed: 21,993,239] [added: 22,242,578] | |

| Real estate held for sale | | $ | — | | | $ | — | | | $ | [removed: 2,181,135] [added: —] | | | $ | [removed: —] [added: 2,181,135] | | | $ | — | |

| Total assets | | $ | [removed: 20,570,599] [added: 20,394,209] | | | $ | [removed: 20,704,148] [added: 20,570,599] | | | $ | [removed: 23,110,196] [added: 20,704,148] | | | $ | [removed: 22,902,160] [added: 23,110,196] | | | $ | [removed: 22,789,040] [added: 22,902,160] | |

| Total debt | | $ | [removed: 8,957,291] [added: 8,817,939] | | | $ | [removed: 8,987,258] [added: 8,957,291] | | | $ | [removed: 10,921,366] [added: 8,987,258] | | | $ | [removed: 10,796,407] [added: 10,921,366] | | | $ | [removed: 10,720,749] [added: 10,796,407] | |

| Redeemable Noncontrolling Interests – Operating Partnership | | $ | [removed: 366,955] [added: 379,106] | | | $ | [removed: 442,092] [added: 366,955] | | | $ | [removed: 566,783] [added: 442,092] | | | $ | [removed: 500,733] [added: 566,783] | | | $ | [removed: 363,144] [added: 500,733] | |

| Total [removed: shareholders’] [added: shareholders'] equity | | $ | [removed: 10,242,464] [added: 10,173,204] | | | $ | [removed: 10,229,078] [added: 10,242,464] | | | $ | [removed: 10,470,368] [added: 10,229,078] | | | $ | [removed: 10,368,456] [added: 10,470,368] | | | $ | [removed: 10,507,201] [added: 10,368,456] | |

| Total Noncontrolling Interests | | $ | [removed: 231,399] [added: 226,445] | | | $ | [removed: 231,906] [added: 231,399] | | | $ | [removed: 225,987] [added: 231,906] | | | $ | [removed: 339,320] [added: 225,987] | | | $ | [removed: 337,995] [added: 339,320] | |

| Total properties (at end of period) | | | [removed: 305] [added: 307] | | | | [removed: 302] [added: 305] | | | | [removed: 394] [added: 302] | | | | [removed: 391] [added: 394] | | | | [removed: 390] [added: 391] | |

| Total apartment units (at end of period) | | | [removed: 78,611] [added: 79,482] | | | | [removed: 77,458] [added: 78,611] | | | | [removed: 109,652] [added: 77,458] | | | | [removed: 109,225] [added: 109,652] | | | | [removed: 109,855] [added: 109,225] | |

| Funds from operations available to Common Shares and Units – basic (1) | | $ | [removed: 1,204,904] [added: 1,204,867] | | | $ | [removed: 1,123,530] [added: 1,204,904] | | | $ | [removed: 1,323,786] [added: 1,123,530] | | | $ | [removed: 1,190,915] [added: 1,323,786] | | | $ | [removed: 872,421] [added: 1,190,915] | |

| Normalized funds from operations available to Common Shares and Units – basic (1) | | $ | [removed: 1,199,237] [added: 1,248,710] | | | $ | [removed: 1,179,650] [added: 1,199,237] | | | $ | [removed: 1,317,802] [added: 1,179,650] | | | $ | [removed: 1,196,446] [added: 1,317,802] | | | $ | [removed: 1,057,073] [added: 1,196,446] | |

| Operating activities | | $ | [removed: 1,265,788] [added: 1,356,295] | | | $ | [removed: 1,214,123] [added: 1,265,788] | | | $ | [removed: 1,356,628] [added: 1,214,123] | | | $ | [removed: 1,324,611] [added: 1,356,628] | | | $ | [removed: 1,085,809] [added: 1,324,611] | |

| Investing activities | | $ | [removed: (594,296] [added: (376,834] | ) | | $ | [removed: 5,903,942] [added: (594,296] | [added: )] | | $ | [removed: (695,814] [added: 5,903,942] | [removed: )] | | $ | [removed: (678,468] [added: (695,814] | ) | | $ | [removed: (120,454] [added: (678,468] | ) |

| Financing activities | | $ | [removed: (789,818] [added: (963,910] | ) | | $ | [removed: (7,054,092] [added: (789,818] | ) | | $ | [removed: (666,167] [added: (7,054,092] | ) | | $ | [removed: (685,412] [added: (666,167] | ) | | $ | [removed: (1,637,779] [added: (685,412] | ) |

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Total revenues from continuing operations | | $ | [removed: 2,471,406] [added: 2,578,434] | | | $ | [removed: 2,425,800] [added: 2,471,406] | | | $ | [removed: 2,744,965] [added: 2,425,800] | | | $ | [removed: 2,614,748] [added: 2,744,965] | | | $ | [removed: 2,387,702] [added: 2,614,748] | |

| Interest and other income | | $ | [removed: 6,136] [added: 15,317] | | | $ | [removed: 65,773] [added: 6,136] | | | $ | [removed: 7,372] [added: 65,773] | | | $ | [removed: 4,462] [added: 7,372] | | | $ | [removed: 5,283] [added: 4,462] | |

| Net gain (loss) on sales of real estate properties | | $ | [removed: 157,057] [added: 256,810] | | | $ | [removed: 4,044,055] [added: 157,057] | | | $ | [removed: 335,134] [added: 4,044,055] | | | $ | [removed: 212,685] [added: 335,134] | | | $ | [removed: —] [added: 212,685] | |

| Income [removed: (loss)] from continuing operations | | $ | [removed: 628,381] [added: 685,192] | | | $ | [removed: 4,479,586] [added: 628,381] | | | $ | [removed: 907,621] [added: 4,479,586] | | | $ | [removed: 657,101] [added: 907,621] | | | $ | [removed: (168,174] [added: 657,101] | [removed: )] |

| Discontinued operations, net | | $ | — | | | $ | [removed: 518] [added: —] | | | $ | [removed: 397] [added: 518] | | | $ | [removed: 1,582] [added: 397] | | | $ | [removed: 2,073,527] [added: 1,582] | |

| Net income | | $ | [removed: 628,381] [added: 685,192] | | | $ | [removed: 4,480,104] [added: 628,381] | | | $ | [removed: 908,018] [added: 4,480,104] | | | $ | [removed: 658,683] [added: 908,018] | | | $ | [removed: 1,905,353] [added: 658,683] | |

| Net income available to Units | | $ | [removed: 622,967] [added: 679,384] | | | $ | [removed: 4,460,583] [added: 622,967] | | | $ | [removed: 897,518] [added: 4,460,583] | | | $ | [removed: 651,994] [added: 897,518] | | | $ | [removed: 1,901,746] [added: 651,994] | |

| Income [removed: (loss)] from continuing operations available to Units | | $ | [removed: 1.64] [added: 1.78] | | | $ | [removed: 11.75] [added: 1.64] | | | $ | [removed: 2.37] [added: 11.75] | | | $ | [removed: 1.73] [added: 2.37] | | | $ | [removed: (0.47] [added: 1.73] | [removed: )] |

| Net income available to Units | | $ | [removed: 1.64] [added: 1.78] | | | $ | [removed: 11.75] [added: 1.64] | | | $ | [removed: 2.37] [added: 11.75] | | | $ | [removed: 1.74] [added: 2.37] | | | $ | [removed: 5.16] [added: 1.74] | |

Selected cash flow amounts have also been restated in accordance with the Company’s early adoption of the new statement of cash flows guidance effective October 1, 2017 (see Note 2 in the Notes to Consolidated Financial Statements for further discussion).

Effective as of December 31, [removed: 2017,] [added: 2018,] the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.

Based on the Company’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

Our internal control over financial reporting has been audited as of December 31, [removed: 2017] [added: 2018] by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the fourth quarter of [removed: 2017] [added: 2018] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Effective as of December 31, [removed: 2017,] [added: 2018,] the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnership’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.

Based on the Operating Partnership’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

Our internal control over financial reporting has been audited as of December 31, [removed: 2017] [added: 2018] by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

There were no changes to the internal control over financial reporting of the Operating Partnership identified in connection with the Operating Partnership’s evaluation referred to above that occurred during the fourth quarter of [removed: 2017] [added: 2018] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

The information required by Item 10, Item 11, Item 12, Item 13 and Item 14 is incorporated by reference to, and will be contained in, Equity Residential’s Proxy Statement, which the Company intends to file no later than 120 days after the end of its fiscal year ended December 31, [removed: 2017,] [added: 2018,] and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K.

| [removed: 4.15] [added: 4.17] | | [Form of 4.500% Note due July 1, 2044.](http://www.sec.gov/Archives/edgar/data/931182/000119312514241000/d744998dex42.htm) | | Included as Exhibit 4.2 to ERP Operating Limited [removed: Partnership’s] [added: Partnership's] Form 8-K dated June 16, 2014, filed on June 18, 2014. |

| [removed: 4.16] [added: 4.18] | | [Form of 4.500% Note due June 1, 2045.](http://www.sec.gov/Archives/edgar/data/931182/000119312515185895/d925506dex42.htm) | | Included as Exhibit 4.2 to ERP Operating Limited [removed: Partnership’s] [added: Partnership's] Form 8-K dated May 11, 2015, filed on May 13, 2015. |

| [removed: 4.17] [added: 4.19] | | [Form of 4.000% Note due August 1, 2047.](http://www.sec.gov/Archives/edgar/data/906107/000119312517245849/d433744dex42.htm) | | Included as Exhibit 4.2 to Equity [removed: Residential’s] [added: Residential's] and ERP Operating Limited [removed: Partnership’s] [added: Partnership's] Form 8-K dated July 31, 2017, filed on August 2, 2017. |

| [removed: 10.21] [added: 10.22] | * | [Form of Change in Control/Severance Agreement between the Company and other executive officers.](http://www.sec.gov/Archives/edgar/data/906107/000091205702009068/a2072511zex-10_13.txt) | | Included as Exhibit 10.13 to Equity [removed: Residential’s] [added: Residential's] Form 10-K for the year ended December 31, 2001. |

| [removed: 10.22] [added: 10.23] | * | [Form of First Amendment to Amended and Restated Change in Control/Severance Agreement with each executive officer.](http://www.sec.gov/Archives/edgar/data/906107/000119312509102717/dex101.htm) | | Included as Exhibit 10.1 to Equity [removed: Residential’s] [added: Residential's] Form 10-Q for the quarterly period ended March 31, 2009. |

| [removed: 10.23] [added: 10.24] | * | [Form of Indemnification Agreement between the Company and each trustee and executive officer.](http://www.sec.gov/Archives/edgar/data/906107/000110465904007155/a04-2963_2ex10d18.htm) | | Included as Exhibit 10.18 to Equity [removed: Residential’s] [added: Residential's] Form 10-K for the year ended December 31, 2003. |

| [removed: 10.24] [added: 10.25] | * | [Form of Letter Agreement between Equity Residential and each of David J. Neithercut, Alan W. George and Bruce C. Strohm.](http://www.sec.gov/Archives/edgar/data/906107/000119312508227703/dex103.htm) | | Included as Exhibit 10.3 to Equity [removed: Residential’s] [added: Residential's] Form 10-Q for the quarterly period ended September 30, 2008. |

| [removed: 10.25] [added: 10.26] | * | [Form of Executive Retirement Benefits Agreement.](http://www.sec.gov/Archives/edgar/data/906107/000110465907014819/a07-5259_1ex10d24.htm) | | Included as Exhibit 10.24 to Equity [removed: Residential’s] [added: Residential's] Form 10-K for the year ended December 31, 2006. |

| [removed: 10.26] [added: 10.27] | * | [Retirement Benefits Agreement between Samuel Zell and the Company dated October 18, 2001.](http://www.sec.gov/Archives/edgar/data/906107/000091205702009068/a2072511zex-10_18.txt) | | Included as Exhibit 10.18 to Equity [removed: Residential’s] [added: Residential's] Form 10-K for the year ended December 31, 2001. |

| [removed: 10.27] [added: 10.29] | * | [Age 62 Retirement Agreement, dated [removed: June 21, 2017,] [added: September 4, 2018,] by and between Equity Residential and [removed: Bruce C. Strohm.](http://www.sec.gov/Archives/edgar/data/906107/000156459017015496/eqr-ex101_60.htm)] [added: David J. Neithercut.](http://www.sec.gov/Archives/edgar/data/906107/000156459018025620/eqr-ex101_20.htm)] | | Included as Exhibit 10.1 to Equity [removed: Residential’s] [added: Residential's] and ERP Operating Limited [removed: Partnership’s] [added: Partnership's] Form 10-Q for the quarterly period ended [removed: June] [added: September] 30, [removed: 2017.] [added: 2018.] |

| [removed: 10.28] [added: 10.30] | * | [Amended and Restated Deferred Compensation Agreement between the Company and Gerald A. Spector dated January 1, 2002.](http://www.sec.gov/Archives/edgar/data/906107/000091205702009068/a2072511zex-10_17.txt) | | Included as Exhibit 10.17 to Equity [removed: Residential’s] [added: Residential's] Form 10-K for the year ended December 31, 2001. |

| [removed: 10.29] [added: 10.31] | * | [The Equity Residential Supplemental Executive Retirement Plan as Amended and Restated effective [removed: July] [added: April] 1, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/906107/000090610714000023/exhibit1023q14.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/906107/000156459017015496/eqr-ex102_61.htm)] | | Included as Exhibit 10.2 to Equity [removed: Residential’s] [added: Residential's] and ERP Operating Limited [removed: Partnership’s] [added: Partnership's] Form 10-Q for the quarterly period ended [removed: September] [added: June] 30, [removed: 2014.] [added: 2017.] |

| [removed: 10.30] [added: 10.32] | * | [The Equity Residential [added: Grandfathered] Supplemental Executive Retirement Plan as Amended and Restated effective [removed: April] [added: January] 1, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/906107/000156459017015496/eqr-ex102_61.htm)] [added: 2005.](http://www.sec.gov/Archives/edgar/data/906107/000110465908031090/a08-13376_1ex10d2.htm)] | | Included as Exhibit 10.2 to Equity [removed: Residential’s and ERP Operating Limited Partnership’s] [added: Residential's] Form 10-Q for the quarterly period ended [removed: June 30, 2017.] [added: March 31, 2008.] |

| [removed: 10.32] [added: 10.33] | | [Distribution Agreement, dated June 29, 2016, among the Company, the Operating Partnership, J.P. Morgan Securities LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Mellon Capital Markets, LLC, Morgan Stanley & Co. LLC, Mitsubishi UFJ Securities (USA), Inc., Scotia Capital (USA) Inc. and UBS Securities LLC.](http://www.sec.gov/Archives/edgar/data/906107/000119312516635618/d340704dex11.htm) | | Included as Exhibit 1.1 to Equity [removed: Residential’s] [added: Residential's] and ERP Operating Limited [removed: Partnership’s] [added: Partnership's] Form 8-K dated and filed on June 29, 2016. |

| [removed: 10.33] [added: 10.34] | | [Archstone Residual JV, LLC Limited Liability Company Agreement.](http://www.sec.gov/Archives/edgar/data/906107/000119312513084766/d491312dex103.htm) | | Included as Exhibit 10.3 to Equity [removed: Residential’s] [added: Residential's] and ERP Operating Limited [removed: Partnership’s] [added: Partnership's] Form 8-K dated February 27, 2013, filed on February 28, 2013. |

| [removed: 10.34] [added: 10.35] | | [Archstone Parallel Residual JV, LLC Limited Liability Company Agreement.](http://www.sec.gov/Archives/edgar/data/906107/000119312513084766/d491312dex104.htm) | | Included as Exhibit 10.4 to Equity [removed: Residential’s] [added: Residential's] and ERP Operating Limited [removed: Partnership’s] [added: Partnership's] Form 8-K dated February 27, 2013, filed on February 28, 2013. |

| [removed: 10.35] [added: 10.36] | | [Archstone Parallel Residual JV 2, LLC Limited Liability Company Agreement.](http://www.sec.gov/Archives/edgar/data/906107/000119312513084766/d491312dex105.htm) | | Included as Exhibit 10.5 to Equity [removed: Residential’s] [added: Residential's] and ERP Operating Limited [removed: Partnership’s] [added: Partnership's] Form 8-K dated February 27, 2013, filed on February 28, 2013. |

| [removed: 10.36] [added: 10.37] | | [Legacy Holdings JV, LLC Limited Liability Company Agreement.](http://www.sec.gov/Archives/edgar/data/906107/000119312513084766/d491312dex106.htm) | | Included as Exhibit 10.6 to Equity [removed: Residential’s] [added: Residential's] and ERP Operating Limited [removed: Partnership’s] [added: Partnership's] Form 8-K dated February 27, 2013, filed on February 28, 2013. |

| 21 | | [List of Subsidiaries of Equity Residential and ERP Operating Limited [removed: Partnership](https://www.sec.gov/Archives/edgar/data/906107/000156459018002873/eqr-ex21_7.htm).] [added: Partnership.](https://www.sec.gov/Archives/edgar/data/906107/000156459019003683/eqr-ex21_16.htm)] | | Attached herein. |

| 23.1 | | [Consent of Ernst & Young LLP - Equity [removed: Residential.](https://www.sec.gov/Archives/edgar/data/906107/000156459018002873/eqr-ex231_10.htm)] [added: Residential.](https://www.sec.gov/Archives/edgar/data/906107/000156459019003683/eqr-ex231_10.htm)] | | Attached herein. |

| 23.2 | | [Consent of Ernst & Young LLP - ERP Operating Limited [removed: Partnership.](https://www.sec.gov/Archives/edgar/data/906107/000156459018002873/eqr-ex232_8.htm)] [added: Partnership.](https://www.sec.gov/Archives/edgar/data/906107/000156459019003683/eqr-ex232_8.htm)] | | Attached herein. |

| 24 | | [removed: Power] [added: [Power] of [removed: Attorney.] [added: Attorney.](#SIGNATURES)] | | See the signature page to this report. |

| 31.1 | | [Equity Residential - Certification of [removed: David] [added: Mark] J. [removed: Neithercut,] [added: Parrell,] Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/906107/000156459018002873/eqr-ex311_6.htm).] [added: Officer.](https://www.sec.gov/Archives/edgar/data/906107/000156459019003683/eqr-ex311_9.htm)] | | Attached herein. |

| 31.2 | | [Equity Residential - Certification of [removed: Mark J. Parrell,] [added: Robert A. Garechana,] Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/906107/000156459018002873/eqr-ex312_17.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/906107/000156459019003683/eqr-ex312_15.htm)] | | Attached herein. |

| 31.3 | | [ERP Operating Limited Partnership - Certification of [removed: David] [added: Mark] J. [removed: Neithercut,] [added: Parrell,] Chief Executive Officer of [removed: Registrant’s] [added: Registrant's] General [removed: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000156459018002873/eqr-ex313_11.htm)] [added: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000156459019003683/eqr-ex313_12.htm)] | | Attached herein. |

| 31.4 | | [ERP Operating Limited Partnership - Certification of [removed: Mark J. Parrell,] [added: Robert A. Garechana,] Chief Financial Officer of [removed: Registrant’s] [added: Registrant's] General [removed: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000156459018002873/eqr-ex314_9.htm)] [added: Partner.](https://www.sec.gov/Archives/edgar/data/906107/000156459019003683/eqr-ex314_13.htm)] | | Attached herein. |

| 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 [removed: David] [added: Mark] J. [removed: Neithercut,] [added: Parrell,] Chief Executive Officer of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/906107/000156459018002873/eqr-ex321_16.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/906107/000156459019003683/eqr-ex321_14.htm)] | | 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 [removed: Mark J. Parrell,] [added: Robert A. Garechana,] Chief Financial Officer of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/906107/000156459018002873/eqr-ex322_15.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/906107/000156459019003683/eqr-ex322_7.htm)] | | Attached herein. |