Vivmark Residential (VMRK) 10-K risk factor changes: FY2019 vs FY2018

General [added: Risks]

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 [removed: 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 [added: units and our public unsecured debt.]

In this section, we refer to the Shares, Preference Units, OP Units, restricted units and public unsecured debt together as our “securities” and the investors who own such securities as our “security [removed: holders”.][added: holders.”]

[removed: Consequently, our] [added: Insufficient] cash flow [removed: and] [added: could affect our] ability to service [added: existing] debt and [removed: make distributions to security holders could be reduced.][added: create refinancing risk.]

[removed: Changes] [added: The adoption of, or changes,] in rent control or rent stabilization laws and regulations and eviction laws and regulations in our markets could have an adverse effect on our operations and property values.

Various state and local governments have enacted and may continue to enact rent control or rent stabilization laws and regulations [removed: or take other actions] which could limit our ability to raise rents or charge certain [removed: fees such as pet fees or application fees.][added: fees, either of which could have a retroactive effect.]

We [removed: have seen a recent increase] [added: continue to see increases] in governments considering or being urged by advocacy groups to consider rent control or rent stabilization [removed: laws and regulations.]

[removed: State and local governments] [added: These regulations] may also make changes to eviction and other tenants’ rights laws and regulations that could have an adverse impact on our operations and property values.

[removed: The] [added: Additionally within its primarily coastal markets, the] Company is highly concentrated in [removed: its primarily] [added: certain dense] urban and [removed: high-density] suburban [removed: markets.][added: submarkets.]

If [removed: any] one or more of [removed: these] [added: our] markets is [removed: adversely affected] [added: unfavorably impacted] by [removed: local or regional] [added: specific] economic [removed: conditions (such as business layoffs, industry slowdowns, changing demographics and other factors),] [added: conditions,] local real estate [removed: conditions (such as oversupply of or reduced demand for multifamily properties),] [added: conditions,] increases in real estate and other taxes, rent control or stabilization laws or localized environmental issues or [removed: natural] [added: natural/man-made] disasters, [added: the impact of] such conditions may have [removed: an increased adverse] [added: a more negative] impact on our results of operations than if our [removed: portfolio] [added: properties] were more geographically diverse.

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

This inability to reallocate our capital promptly could [removed: adversely] [added: negatively] affect our financial [removed: condition and] [added: condition, including our] ability to make distributions to our security holders.

We intend to actively acquire, develop and renovate multifamily operating properties as [removed: market conditions dictate.][added: part of our business strategy.]

We may underestimate the costs necessary to [removed: bring] [added: operate] an acquired property [removed: up] to [added: the] standards established for its intended market [removed: position, to complete a development property or to complete a renovation.][added: position.]

[removed: Additionally, we] [added: We] expect that other real estate investors [removed: 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.

[removed: Development and construction] [added: Construction] risks [added: on our development projects] could affect our profitability.

We intend to continue to develop multifamily [removed: properties.][added: properties as part of our business strategy.]

[removed: These activities can include long planning and entitlement timelines and] [added: It] can involve complex and costly activities, including significant environmental remediation or construction work in our markets.

We may abandon opportunities [removed: (including land] that we have [removed: optioned for purchase) that we have] already begun to explore for a number of reasons, [removed: including changes in local market conditions or increases in construction or financing costs, and,] [added: and] as a result, we may fail to recover expenses or option payments already incurred in exploring those opportunities.

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

We currently [removed: do] and may continue [added: to] in the future [removed: to] develop and acquire properties in joint ventures with other persons or [removed: entities when we believe circumstances warrant the use of such structures.][added: entities.]

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

Changes in market conditions and volatility of share prices could [removed: adversely affect] [added: decrease] the market price of our Common Shares.

The stock markets, including the New York Stock [removed: Exchange,] [added: Exchange] on which we list our Common Shares, have experienced significant price and volume fluctuations over time.

[removed: As a result, the market price of our Common Shares could be similarly volatile, and investors] [added: Investors] in our Common Shares [added: consequently] may experience a decrease in the value of their shares, including decreases [removed: unrelated] [added: due] to [added: this volatility and not necessarily related to] our operating performance or prospects.

[removed: The] [added: Additionally, the] market price of our Common Shares may decline or fluctuate significantly in response to [removed: many factors, including but not limited to] the [removed: following:][added: sale of substantial amounts of our Common Shares, or the anticipation of the sale of such shares, by large holders of our securities.]

Issuances or sales of our Common Shares [added: or Units] may be dilutive.

[removed: GAAP] [added: The Company follows GAAP, which] is established by the Financial Accounting Standards Board (“FASB”), an independent body whose standards are recognized by the [removed: SEC] [added: Securities and Exchange Commission (“SEC”)] as authoritative for publicly held companies.

Any weaknesses identified in our internal control over financial reporting could [removed: have an adverse effect on] [added: result in a decrease of] our share price.

If we identify one or more material weaknesses in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which in turn could have [removed: an adverse effect] [added: a negative impact] on our share price.

[removed: The] [added: *The] occurrence of cyber [removed: incidents, or] [added: incidents,* *or] a deficiency in our cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our reputation and business relationships, all of which could negatively impact our financial [removed: results.][added: results.*]

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

[removed: Our] [added: The systems of our] third party service providers may contain defects in design or other problems that could unexpectedly compromise personally [removed: indentifiable] [added: identifiable] information.

Although we make efforts to maintain the security and integrity of [removed: these types of] [added: our] information technology networks and [removed: related systems] [added: those of our third party providers] and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.

[removed: We] [added: The Company] also [removed: maintain] [added: has a] cyber liability insurance [added: policy] to provide some coverage for certain risks arising out of data and network breaches [removed: (see further discussion on cyber liability insurance below).][added: and data privacy regulations which provides a policy aggregate limit and a per occurrence deductible.]

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, [added: result in a violation of applicable privacy and other laws,] 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 [removed: (such as remediation costs, litigation and legal costs, and additional cybersecurity protection costs)] to address and remediate or otherwise resolve these kinds of issues.

As a result, there can be no assurance that our financial results would not be [removed: adversely] [added: negatively] impacted.

[removed: We may become involved in] [added: These] legal [removed: proceedings, including] [added: proceedings may include,] but [added: are] not limited to, proceedings related to consumer, shareholder, securities, employment, environmental, development, condominium conversion, tort, eviction and commercial legal [removed: issues (any of which could result in a class action lawsuit) that, if decided adversely to or settled by us, could result in liability material to our financial condition or results of operations.][added: issues.]

Federal, state and local laws and regulations relating to the protection of the environment may require [removed: a] current or previous [removed: owner] [added: owners] or [removed: operator] [added: operators] of real estate to investigate and clean up hazardous or toxic substances [removed: or petroleum product releases] at such [removed: property.][added: properties.]

[removed: In addition, third] [added: Third] parties may [added: also] sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site.

Risks Related to our Business Strategy

Investing in real estate is inherently subject to risks that could negatively impact our business.

Investing in real estate is subject to varying degrees and types of risk.

While we seek to mitigate these risks through various strategies, including geographic diversification, market research and proactive asset management, among other techniques, these risks cannot be eliminated.

Factors that may impact cash flows and real estate values include, but are not limited to:

| | • | Local economic conditions, particularly oversupply or reductions in demand; |

| | • | National, regional and local political climates and governmental policies; |

| | • | The inability or unwillingness of residents to pay rent increases; |

| | • | Increases in our operating expenses; |

| | • | Cost of labor and materials required to maintain our properties at acceptable standards; |

| | • | Availability of attractive financing opportunities; |

| | • | Changes in social preferences; and |

| | • | Additional risks that are discussed below. |

Competition in multifamily housing may negatively affect operations and demand for the Company’s properties or residents.

Our properties face competition for residents from other existing or new multifamily properties, condominiums, single family homes and other living arrangements, whether owned or rental, that may attract residents from our properties or prospective residents that would otherwise choose to live with us.

As a result, we may not be able to renew existing resident leases or enter into new resident leases, or if we are able to renew or enter into new leases, they may be at rates or terms that are less favorable than our current rates or terms, resulting in a material impact on our results of operations.

Failure to generate sufficient revenue could limit our ability to make financing payments or distributions to security holders.

Significant expenditures associated with each property, such as real estate taxes, insurance, utilities, maintenance costs and employee wages and benefits, may also negatively impact cash flows and not decline as quickly or at the same rate as revenues when circumstances might cause a reduction at our properties.

The short-term nature of apartment leases expose us more quickly to the effects of declining market rents, potentially making our revenue more volatile.

Generally our residential apartment leases are for twelve months or less.

If the terms of the renewal or reletting are less favorable than current terms, then the Company’s results of operations and financial condition could be negatively affected.

Given our generally shorter term lease structure, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.

*The geographic concentration of our properties could have an adverse effect on our operations.*

The Company’s properties are highly concentrated in our primarily coastal markets.

To the extent that these particular submarkets become less desirable to operate in, including changes in multifamily housing supply and demand, our results of operations could be more negatively impacted than if we were more diversified within our markets.

Operations from new acquisitions, development projects and renovations may fail to perform as expected.

Newly acquired, developed or renovated properties may not perform as we expect.

We may also overestimate the revenue (or underestimate the expenses) that a new or repositioned project may generate.

The occupancy rates and rents at these properties may fail to meet the expectations underlying our investment.

Development and renovations, in particular, are subject to greater uncertainties and risks due to complexities and lead time in estimating costs.

We may also underestimate the costs to complete a development property or to complete a renovation.

Competition for acquisitions may prevent us from acquiring properties on favorable terms.

We may not be successful in pursuing acquisition and development opportunities.

The Company’s real estate assets may be subject to impairment charges.

A decline in the fair value of our assets may require us to recognize an impairment against such assets under accounting principles generally accepted in the United States (“GAAP”) if we were to determine that, with respect to any assets in unrealized loss positions, we do not have the ability and intent to hold such assets for a period of time sufficient to allow for recovery of the amortized cost of such assets.

If such a determination were to be made, we would recognize unrealized losses through earnings and write-down the amortized cost of such assets to a new cost basis, based on the fair value of such assets on the date they are considered to be impaired.

Such impairment charges reflect non-cash losses at the time of recognition; subsequent disposition or sale of such assets could further affect our future losses or gains, as they are based on the difference between the sale price received and adjusted amortized cost of such assets at the time of sale.

If we are required to recognize material asset impairment charges in the future, these charges could adversely affect our financial condition and results of operations.

Development often includes long planning and entitlement timelines, subjecting the project to changes in market conditions.

We may also experience an increase in costs due to general disruptions that affect the cost of labor and/or materials such as trade disputes, tariffs, labor unrest and/or geopolitical conflicts.

units and our public unsecured debt.

Our performance and securities value are subject to risks associated with the real estate industry.

Numerous factors may adversely affect the economic performance and value of our properties and the ability to realize that value.

These factors include changes in the global, national, regional and local political and economic climates, local conditions such as an oversupply of multifamily properties or a reduction in demand for our multifamily properties, the attractiveness of our properties to residents, competition from other multifamily properties and single family homes (both as rentals and owned housing) and changes in market rental rates.

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.

Our performance also depends on our ability to collect rent from residents and to pay for adequate maintenance, insurance and other operating costs, including real estate taxes, all of which could increase over time.

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

These operating expenses could rise faster than our revenues causing our income to decline.

In circumstances where we buy or sell properties, including large portfolios of properties, overhead (property management expense and general and administrative expense) may not increase/decrease proportionally with the associated changes in revenue.

Costs of labor and materials required for maintenance, repair, capital expenditure or development may be more expensive than anticipated.

Also, the expenses of owning and operating a property are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the property.

We may be unable to renew leases or relet units as leases expire.

When our residents decide to leave our apartments, we may not be able to relet their apartment units.

Even if the residents do renew or we can relet the apartment units, the terms of renewal or reletting may be less favorable than current lease terms.

If we are unable to promptly renew the leases or relet the apartment units, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then our results of operations and financial condition will be adversely affected.

If residents do not experience increases in their income, we may be unable to increase rent and/or delinquencies may increase.

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 including rent control or rent stabilization laws and regulations and the potential for geopolitical instability, all of which are beyond our control.

Finally, government policies, many of which may encourage home ownership, can increase competition, possibly limiting our ability to raise rents in our markets and lowering the value of our properties.

Depending on the extent and terms of future enactments of rent control or rent stabilization laws and regulations, as well as any lawsuits against the Company arising from such issues, such future enactments could have a significant adverse impact on our results of operations and the value of our properties.

Under current laws and regulations, eviction proceedings for delinquent residents are already costly and time-consuming, especially in markets like New York where housing courts are backlogged.

If we are restricted from releasing apartment units due to the inability to evict delinquent residents, our results of operations and property values may be adversely impacted.

Concentration of properties in our 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.

New acquisitions, development projects and/or renovations may fail to perform as expected and competition for acquisitions may result in increased prices for properties that we would like to acquire.

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.

This competition (or lack thereof) may increase (or depress) prices for multifamily properties.

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 labor and construction materials and estimated completion dates are subject to uncertainties arising from changing economic conditions, competition, tariffs and other trade disruptions and local government regulation.

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

The occupancy rates and rents at a property may fail to meet our original expectations for a number of reasons, including changes in market and economic conditions beyond our control and the development by competitors of competing properties.

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

The retail/commercial space (including parking garages) at our properties primarily serves as an additional amenity for our residents and neighbors.

The long-term nature of our retail/commercial leases (generally five to ten years with market based renewal options) and the characteristics of many of our retail/commercial tenants (generally small, local businesses) may subject us to certain risks.

We may not be able to lease new space for rents that are consistent with our projections or for market rates.

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

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

Our properties compete with other properties with retail/commercial space.

The presence of competitive alternatives may affect our ability to lease space and the level of rents we can obtain.

If our retail/commercial tenants experience financial distress or bankruptcy, they may fail to comply with their contractual obligations, seek concessions in order to continue operations or cease their operations which could adversely impact our results of operations and financial condition.

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: our] [added: any] unconsolidated properties/entities.

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

[removed: | | • | Additional factors as] [added: Factors that might cause such differences are] discussed in Part I of this Annual Report on Form 10-K, particularly those under Item 1A, [removed: Risk Factors. |][added: *Risk Factors*.]

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

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

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

[removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] Transactions

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

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

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

[added: | | |] Year Ended December 31, [removed: 2017:][added: 2019 | | | | | | |]

[removed: | | • | Started] [added: Finally, the Company started] construction on two [added: consolidated] projects, located in the [removed: Boston] [added: San Francisco] and [removed: Seattle] [added: Washington D.C.] markets, consisting of [removed: 221] [added: 354] apartment units totaling approximately [removed: $113.8] [added: $193.1] million of expected development [removed: costs; and |][added: costs.]

Properties that the Company owned and were stabilized (see definition below) for all of both [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] (the [removed: “2018] [added: “2019] Same Store Properties”), which represented [removed: 71,721] [added: 71,830] apartment units, impacted the Company’s results of operations.

The [removed: 2018] [added: 2019] 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: 2018:][added: 2019:]

| | | Year Ended December 31, [removed: 2018] [added: 2019] | | | | | | |

| Same Store Properties at December 31, [removed: 2017] [added: 2019] | | | [removed: 275] [added: 279] | | | | [removed: 70,117] [added: 71,830] | |

| Lease-up properties stabilized | | | [removed: 7] [added: 5] | | | | [removed: 2,292] [added: 1,652] | |

| Other | | | — | | | | [removed: 31] [added: 25] | |

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

| Properties [removed: removed from] [added: added back to] same store (1) | | | 2 | | | | 356 | |

| Master-Leased [removed: property] [added: properties] (2) | | | 1 | | | | 162 | |

| Lease-up properties not yet stabilized (3) | | | [removed: 11] [added: 8] | | | | [removed: 3,889] [added: 2,458] | |

| Total Non-Same Store | | | [removed: 24] [added: 30] | | | | [removed: 6,816] [added: 8,132] | |

| Total Properties and Apartment Units | | | [removed: 307] [added: 309] | | | | [removed: 79,482] [added: 79,962] | |

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

| | a. | Playa Pacifica in Hermosa Beach, 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 periods. [removed: As of December 31, 2018 and 2017,] Playa Pacifica [removed: had an occupancy of 97.9% and 94.4%, respectively. Playa Pacifica remains in non-same] [added: was added back to same] store for the year ended December 31, [removed: 2018] [added: 2019] as the property [removed: did not achieve] [added: achieved] greater than 90% occupancy for all of the current and comparable periods presented. |

| | 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. [removed: As of December 31, 2018 and 2017,] Acton Courtyard [removed: had an occupancy of 90.1% and 91.5%, respectively. Acton Courtyard remains in non-same] [added: was added back to same] store for the year ended December 31, [removed: 2018] [added: 2019] as the property [removed: did not achieve] [added: achieved] greater than 90% occupancy for all of the current and comparable periods presented. |

| (2) | Consists of one property containing 162 apartment units that is wholly owned by the Company where the entire project is [removed: master leased] [added: master-leased] to a third party corporate housing provider. [removed: 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. Also includes [removed: the] two [added: former] master-leased properties [removed: noted above.] [added: that were not stabilized for the comparable periods presented.] |

The following table provides comparative same store results and statistics for the [removed: 2018] [added: 2019] Same Store Properties:

[removed: 2018] [added: 2019] vs. [removed: 2017][added: 2018]

Same Store Results/Statistics for [removed: 71,721] [added: 71,830] Same Store Apartment Units

| | | Results | | | | | | | | | | | | Statistics | | | | | | | | | | | [added: | |]

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

The following tables present reconciliations of operating income per the consolidated statements of operations to NOI, along with rental income, operating expenses and NOI per the consolidated statements of operations allocated between same store and non-same store results for the [removed: 2018] [added: 2019] Same Store Properties (amounts in thousands):

| | | [added: 2019 | | | |] 2018 | | | | 2017 | | | [added: | 2016 | | | | 2015 | | |]

| Fee and asset management revenue | | | [removed: (753] [added: (384] | ) | | | [removed: (717] [added: (753] | ) |

| Property management | | | [removed: 92,485] [added: 95,344] | | | | [removed: 85,493] [added: 92,485] | |

| General and administrative | | | [removed: 53,813] [added: 52,757] | | | | [removed: 52,224] [added: 53,813] | |

The following tables provide a rollforward of the transactions that occurred during the years ended December 31, 2019 and 2018:

Portfolio Rollforward

| | | Properties | | | | Apartment Units | | | | Purchase Price | | | | Acquisition Cap Rate | | |

| 12/31/2018 | | | 307 | | | | 79,482 | | | | | | | | | |

| Acquisitions: | | | | | | | | | | | | | | | | |

| Consolidated: | | | | | | | | | | | | | | | | |

| Rental Properties | | | 9 | | | | 2,412 | | | $ | 1,039,830 | | | | 4.6 | % |

| Rental Properties – Not Stabilized (1) | | | 4 | | | | 1,128 | | | $ | 454,859 | | | | 4.9 | % |

| Land Parcels | | | — | | | | — | | | $ | 19,832 | | | | | |

| | | | | | | | | | | Sales Price | | | | Disposition Yield | | |

| Dispositions: | | | | | | | | | | | | | | | | |

| Consolidated: | | | | | | | | | | | | | | | | |

| Rental Properties | | | (11 | ) | | | (2,361 | ) | | $ | (1,080,675 | ) | | | (4.6 | )% |

| Land Parcels | | | — | | | | — | | | $ | (2,100 | ) | | | | |

| Unconsolidated: | | | | | | | | | | | | | | | | |

| Rental Properties (2) | | | (2 | ) | | | (945 | ) | | $ | (394,500 | ) | | | (4.7 | )% |

| Completed Developments – Consolidated | | | 2 | | | | 221 | | | | | | | | | |

| Configuration Changes | | | — | | | | 25 | | | | | | | | | |

| 12/31/2019 | | | 309 | | | | 79,962 | | | | | | | | | |

| (1) | The Company acquired four properties during the year ended December 31, 2019, consisting of two properties in the Denver market and two properties in the Seattle market, all of which are in the final stages of completing lease-up and are expected to stabilize in the second year of ownership at the Acquisition Cap Rate listed above. |

| (2) | The Company owned a 20% interest in unconsolidated rental properties located in San Jose, CA and South Florida. Sales price listed is the gross sales price. The Company received net sales proceeds of approximately $78.3 million and recognized a GAAP gain on sale of approximately $69.5 million. |

The consolidated properties acquired were located in the New York, Seattle, Washington D.C., San Francisco, Los Angeles and Denver markets.

The consolidated properties disposed of were located in the New York, Washington D.C., San Francisco and Boston markets and the sales generated an Unlevered IRR of 7.8%.

The consolidated properties development completions were located in the Boston and Seattle markets.

Portfolio Rollforward

| | | Properties | | | | Apartment Units | | | | Purchase Price | | | | Acquisition Cap Rate | | |

| 12/31/2017 | | | 305 | | | | 78,611 | | | | | | | | | |

| Acquisitions: | | | | | | | | | | | | | | | | |

| Consolidated: | | | | | | | | | | | | | | | | |

| Rental Properties | | | 5 | | | | 1,478 | | | $ | 707,005 | | | | 4.4 | % |

| | | | | | | | | | | Sales Price | | | | Disposition Yield | | |

| Dispositions: | | | | | | | | | | | | | | | | |

| Consolidated: | | | | | | | | | | | | | | | | |

| Rental Properties | | | (5 | ) | | | (1,292 | ) | | $ | (706,120 | ) | | | (4.1 | )% |

| Land Parcels | | | — | | | | — | | | $ | (2,700 | ) | | | | |

| Completed Developments – Consolidated | | | 2 | | | | 671 | | | | | | | | | |

| Configuration Changes | | | — | | | | 14 | | | | | | | | | |

| 12/31/2018 | | | 307 | | | | 79,482 | | | | | | | | | |

The consolidated properties acquired were located in the Seattle, New York, Denver and Boston markets.

The consolidated properties disposed of were located in the Seattle, Los Angeles and New York markets and the sales generated an Unlevered IRR of 8.7%.

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

| | • | We intend to actively acquire, develop and renovate multifamily operating properties 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 labor and construction materials and estimated completion dates are subject to uncertainties arising from changing economic conditions, competition, tariffs and other trade disruptions and local government regulation; |

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

| | • | Debt financing and other capital required by the Company may not be available or may only be available on adverse terms; |

| | • | Labor and materials required for maintenance, repair, capital expenditure or development may be more expensive than anticipated; |

| | • | 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 including rent control or rent stabilization laws and regulations and the potential for geopolitical instability, all of which are beyond the Company’s control; and |

| | • | 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%. |

| | • | 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 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 million at a weighted average Disposition Yield of 5.1% and generating an Unlevered IRR 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 $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 apartment units totaling approximately $983.1 million of development costs. |

| 2016 acquisitions | | | 4 | | | | 573 | |

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

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

| Unconsolidated properties | | | 2 | | | | 945 | |

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.

| --- | --- |

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

| 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 | %) |

| Change | | | 2.3 | % | | | 3.6 | % | | | 1.7 | % | | | 2.0 | % | | | | | | | | |

| | | | | | | | | |

| Operating income | | $ | 858,560 | | | $ | 847,471 | |

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

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

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

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

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

| Expense change | | 3.5% to 4.5% | |

The Company’s primary goal in 2018 was to focus on providing exceptional customer service in order to retain existing residents to drive strong occupancy and renewal rate growth which it achieved at 4.9% for the year ended December 31, 2018 as compared to the same period in 2017.

The Company’s primary focus for 2019 will continue to be retaining existing residents and maintaining strong occupancy.

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

We currently estimate same store revenues to increase in a range from 2.2% to 3.2% for 2019 as compared 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.

See also Note [removed: 9] [added: 10] in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments.

[removed: At December 31, 2018, the] [added: The] Company had total [removed: outstanding floating] [added: variable] rate debt of [removed: approximately] $1.4 billion, [removed: or 16.4%] [added: representing 15.3%] of total debt, [removed: net] [added: and $1.4 billion, representing 16.4%] of [removed: the effects] [added: total debt as] of [removed: any derivative instruments.][added: December 31, 2019 and 2018, respectively.]

[removed: At] [added: As of] December 31, 2018, the Company had total outstanding fixed rate debt of [removed: approximately] $7.4 billion, or 83.6% of total debt, [removed: net of the effects] [added: with an estimated fair market value] of [removed: any derivative instruments.][added: $7.4 billion.]

[removed: At] [added: The Company had no outstanding derivative instruments as of] December 31, [removed: 2018, the Company’s] [added: 2019 and had] derivative instruments [removed: had] [added: with] a net liability fair value of approximately $10.1 [removed: million.][added: million as of December 31, 2018.]

Further, in the event of changes of such magnitude, management would likely take actions to further mitigate its exposure to [removed: the] [added: these] changes.

The Company is exposed to market risk from financial instruments primarily from changes in interest rates.

Such risks derive from the refinancing of debt maturities, from exposure to interest rate fluctuations on floating rate debt and from derivative instruments utilized to swap fixed rate debt to floating or to hedge rates in anticipation of future debt issuances.

Our operating results are, therefore, affected by changes in short-term interest rates, primarily London interbank offered rate (“LIBOR”) and Securities Industry and Financial Markets Association (“SIFMA”) indices, which directly impact borrowings under our revolving credit facility and interest on secured and unsecured borrowings contractually tied to such rates.

Short-term interest rates also indirectly affect the discount on notes issued under our commercial paper program.

Additionally, we have exposure to long-term interest rates, particularly U.S. Treasuries as they are utilized to price our long term borrowings and therefore affect the cost of refinancing existing debt or incurring additional debt.

The Company monitors and manages interest rates as part of its risk management process, by targeting adequate levels of floating rate exposure and an appropriate debt maturity profile.

From time to time, we may utilize derivative instruments to manage interest rate exposure and to comply with the requirements of certain lenders, but not for trading or speculative purposes.

If interest rates had been 100 basis points higher in 2019 and 2018 and average balances coincided with year end balances, our annual interest expense would have been $13.8 million and $14.5 million higher, respectively.

Unsecured notes issued under the Company’s commercial paper program are treated as variable rate debt for the purposes of this calculation even though they do not have a stated interest rate, given their short-term nature.

The effect of derivatives, if applicable, is also considered when computing the total amount of variable rate debt.

Changes in interest rates also affect the estimated fair market value of our fixed rate debt, computed using a discounted cash flow model.

As of December 31, 2019, the Company had total outstanding fixed rate debt of $7.7 billion, or 84.7% of total debt, with an estimated fair market value of $8.2 billion.

If interest rates had been 100 basis points lower as of December 31, 2019, the estimated fair market value would have increased by approximately $664.4 million.

If interest rates had been 100 basis points lower as of December 31, 2018, the estimated fair market value would have increased by approximately $514.3 million.

If interest rates had been 27 basis points (representing 10% of the weighted average of the then prevailing market rates) lower on December 31, 2018, the liability would have increased by approximately $11.3 million.

The Company’s exposure to changes in interest rates primarily derives from the refinancing of its long-term debt and 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.

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.

The Company evaluates various factors including its total debt, the current and future anticipated economic environment and other factors to manage this risk.

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

The Company also utilizes certain derivative financial instruments to manage interest rate risk.

Derivatives are used to convert floating rate debt to a fixed rate basis or vice versa as well as to partially lock in rates on future debt issuances.

Derivatives are used for hedging purposes rather than speculation.

The Company does not enter into financial instruments for trading purposes.

The fair values of the Company’s financial instruments (including such items in the financial statement captions as cash and cash equivalents, other assets, accounts payable and accrued expenses and other liabilities) approximate their carrying or contract values based on their nature, terms and interest rates that approximate current market rates.

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 $2.4 billion and $6.5 billion, respectively, at December 31, 2018.

If market rates of interest on all of the floating rate debt permanently increased by 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 $3.6 million.

If market rates of interest on all of the floating rate debt permanently decreased by 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 $3.6 million.

If market rates of interest permanently increased by 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 $6.7 billion.

If market rates of interest permanently decreased by 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 $8.2 billion.

If market rates of interest permanently increased by 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 $0.9 million.

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

At December 31, 2017, the Company had total outstanding floating rate debt of approximately $1.4 billion, or 15.4% 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 16 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 $2.2 million.

If market rates of interest on all of the floating rate debt permanently decreased by 16 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 $2.2 million.

At December 31, 2017, the Company had total outstanding fixed rate debt of approximately $7.6 billion, or 84.6% of total debt, net of the effects of any derivative instruments.

If market rates of interest permanently increased by 47 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 $6.9 billion.

If market rates of interest permanently decreased by 47 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 $8.5 billion.

At December 31, 2017, the Company’s derivative instruments had a net asset fair value of approximately $3.5 million.

If market rates of interest permanently increased by 24 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 $7.7 million.

If market rates of interest permanently decreased by 24 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the net liability fair value of the Company’s derivative instruments would be approximately $0.7 million.

The foregoing assumptions apply to the entire amount of the Company’s debt and derivative instruments and do not differentiate among maturities.

[removed: Equity Residential (“EQR”) is an] [added: The Company, a member of the] S&P [removed: 500 company] [added: 500, is] focused on the acquisition, development and management of rental apartment properties located in urban and high-density suburban [removed: markets, a business that is conducted on its behalf by ERP Operating Limited Partnership (“ERPOP”).][added: communities where today’s renters want to live, work and play.]

EQR is the general partner of, and as of December 31, [removed: 2018] [added: 2019] owned an approximate 96.4% ownership interest in, ERPOP.

As of December 31, [removed: 2018,] [added: 2019,] the Company had approximately 2,700 employees who provided real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and other support functions.

The Company invests in apartment communities located in strategically targeted markets [added: (primarily urban and high-density suburban locations)] with the goal of maximizing our [removed: risk adjusted] [added: risk-adjusted] total [removed: return (operating income plus] [added: returns by balancing current cash flow generation with long-term] capital [removed: appreciation) on invested capital.][added: appreciation.]

We seek to [removed: maximize the income and capital appreciation of our properties] [added: meet this goal] by investing in markets that are characterized by conditions favorable to multifamily property operations [removed: and appreciation.][added: over the long-term.]

[removed: We are focused primarily on] [added: The Company is one of] the [removed: urban and high-density suburban areas] [added: largest U.S. publicly-traded owners] of [added: rental apartments with a portfolio of properties primarily located in] Boston, New York, [removed: Washington] [added: Washington,] D.C., [added: Seattle, San Francisco,] Southern California (including Los Angeles, Orange County and San [removed: Diego), San Francisco, Seattle] [added: Diego)] and Denver.

These markets generally feature one or more of the following characteristics that allow us to [removed: increase rents:][added: drive performance:]

| | • | [removed: Urban] [added: Highly walkable urban] and high-density suburban areas [added: in what we believe are some of the best locations in the public apartment REIT sector] with an attractive quality of [removed: life] [added: life,] leading to high resident demand and retention; |

| | • | Favorable demographics contributing to a larger pool of target residents with a high propensity or greater preference to rent apartments; [removed: and] |

| | • | Higher barriers to entry where, because of land scarcity or government regulation, it is typically more difficult or costly to build new apartment properties, creating limits on new [removed: supply.] [added: supply; and] |

We believe our strategy [removed: also] capitalizes on the increasing preference of renters of all ages to live in the urban core of cities or dense suburban locations near transit, entertainment and cultural amenities.

[removed: Millennials, the approximately 78 million people] [added: These young adults,] born between 1981 and 2000, [added: currently total approximately 78 million people and] are [removed: a prime apartment rental demographic.][added: disproportionately renters.]

We also expect this demographic to remain renters longer due to societal trends favoring [removed: delayed] [added: delays in] marriage and [removed: smaller family sizes.][added: having children.]

[removed: Our operating focus is on balancing] [added: We balance] occupancy and rental rates to maximize our revenue while exercising tight cost control to generate the highest possible return to our shareholders.

[removed: We are committed] [added: The Company has a strong, rich culture with a commitment] to [removed: elevating and supporting the core values] [added: our “Equity Values”] of [removed: diversity and inclusion,] [added: Diversity & Inclusion,] “Total Well-Being” (which brings together physical, financial, career, social and community well-being into a cohesive whole), [removed: and environmental, social and governance (“ESG”), which includes sustainability] [added: Sustainability] and [removed: social responsibility, by actively engaging in these areas.][added: Social Responsibility.]

We actively promote from [removed: within] [added: within,] and many senior corporate and property leaders have risen from entry level or junior positions.

We [removed: monitor our employees’] [added: continue to maintain high] engagement [removed: by surveying them annually] [added: scores in these surveys] and find [removed: most] [added: our] employees say they are proud to work at the Company, value one another as colleagues, believe in our mission and values and feel their skills meet their job requirements.

The Company [removed: 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, [added: was in the Top 50 on the overall list] and was the highest rated real estate company in this survey.

[removed: When] [added: We invest in] developing and renovating our properties, [removed: we strive to reduce] [added: with a focus on reducing waste,] energy and water [removed: consumption] [added: use] by investing in [removed: energy saving technology] [added: energy-saving technology, such as those for irrigation, lighting, HVAC and renewable energy,] while positively impacting the [added: experience of our residents and the value of our assets.]

For additional information regarding our ESG efforts, see our October [removed: 2018] [added: 2019] Environmental, Social and Governance Report at our website, www.equityapartments.com.

We [removed: have recently enhanced] [added: continue to enhance] our ESG disclosure efforts, including auditing the results outlined in the above report.

[removed: These notes were] [added: In addition, the Company] issued [added: $400.0 million of ten-year 4.15% unsecured notes in 2018] as "green" [removed: bonds] [added: bonds,] and as a result, the Company [removed: will allocate] [added: allocated] an amount equal to the net proceeds to [removed: one or more] eligible green/sustainable projects.

Please refer to Item 7, [removed: Management’s] [added: *Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,] [added: Operations*,] for the Company’s Results of Operations and Liquidity.

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

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

Equity Residential (“EQR”) is committed to creating communities where people thrive.

ERP Operating Limited Partnership (“ERPOP”) is focused on conducting the multifamily property business of EQR.

Overview

Continued high wage job and income growth, positive demographics and a consumer preference for a rental lifestyle in our highly desirable markets has created a supportive backdrop for our business.

Our markets continue to draw skilled knowledge workers that drive economic growth in the United States.

This, in turn, attracts employers to our markets seeking to locate and expand their businesses and employ this talented pool of workers, resulting in strong demand for our product.

We believe we have created a best-in-class operating platform to run our properties.

Our employees are focused on delivering remarkable customer service to our residents so they will stay with us longer, be willing to pay higher rent for a great experience and will tell their friends about how much they love living in an Equity Residential property.

Increasingly, we are using technology to improve this resident experience and to operate our business more efficiently.

Our disciplined balance sheet management enhances returns and value creation while maintaining capacity to take advantage of future opportunities.

We are committed to sustainability, diversity and inclusion, the total well-being of our employees and being a responsible corporate citizen in the communities in which we operate.

These “Equity Values” are deeply embedded in our culture.

We believe that our stakeholders value stability, liquidity, predictability and accountability and that is the mission to which we remain unwaveringly committed.

*Investment Strategy*

| | • | High single family housing prices; |

| | • | Strong demand drivers. |

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

Currently demand for rental housing is driven primarily by household formations from the Millennial segment of our population, also known as the Echo Boom Generation, that now comprises the largest segment of the U.S. population.

We believe we will continue to see demand from this group, as the largest sub-segment of this cohort is now turning 29 years old while the median age of our resident is 33 years old.

Following the Millenials is Generation Z, which comprises the more than 70 million people born between 2001 and 2014.

We believe we are extremely well positioned to benefit for many years to come as a result of the significant impact these generations will have on rental housing.

While we continue to look for opportunities to expand our portfolio in these locations, we also have been exploring other markets that share these same characteristics, such as Denver.

These markets feature strong high wage job growth, high single family home prices and a very attractive lifestyle for our target demographic, which we believe will lead to long-term outperformance for a rental market.

Operations and Innovation

Revenue is maximized through our customized pricing system that uses market data on current and projected demand and availability to create both current and forward pricing daily for each apartment unit we manage.

We believe our great success with renewal rate growth is due to our motivation to retain our residents with a relentless focus on customer service.

Highly satisfied residents stay longer and say great things about us.

We also use a standardized purchasing system to control our operating expenses and a business intelligence platform that allows all our team members to quickly identify and address issues and opportunities.

The technology driving the rental industry continues to evolve at a rapid pace, and we have long been a leader in deploying and investing in property technology to serve our customers better and operate more efficiently.

As a first mover in such important areas as revenue management, online leasing, centralized procurement and internet listing services, we are focused on technology that improves our operating margin and customer experience.

Currently, we are focused on areas such as self-guided tours enabled by technology; automated responses to customer inquiries; data analytics to drive expense savings and revenue improvements; and “smart home” technology.

We believe these areas will provide the foundation for current and future improvements to how we do business.

*Focus on Our Employees*

We actively elevate and support these values when employees’ voices are heard and we embrace each other regardless of our differences; when we give back to our communities; when we care for and preserve our environment; and when we encourage and enable our employees and their families to thrive in all areas of well-being.

Our employee-led Equity Values Council leads our efforts on these values by acting as change agents to drive initiatives and create awareness.

We engage our stakeholders for feedback on key issues, and environmental, social and governance (“ESG”) factors help guide our investment and operating strategy.

Additionally, executive compensation is based in part on meeting these important Equity Values goals, and our Board of Trustees takes an active role in overseeing these matters.

The Equity Values Council drives new, diversity-focused initiatives for recruitment, career development and education.

We survey our employees annually to identify strengths and opportunities in employee satisfaction.

Indeed also recognized the Company as a top-rated workplace in many of our markets.

| | • | High home ownership costs; |

We believe that both groups appreciate the locational values described above as well as the flexibility that rental apartments offer.

Revenue is maximized by attracting qualified prospects to our properties, cost-effectively converting these prospects into new residents and keeping our residents satisfied so they will renew their leases upon expiration.

While we believe that it is our high-quality, well-located assets that bring our customers to us, it is the customer service and superior value provided by our on-site personnel that keeps them renting with us and recommending us to their friends.

We use technology to engage our customers in the way that they want to be engaged.

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

Acquisitions and developments may be financed from various sources of capital, which may include retained cash flow, issuance of additional equity and debt, sales of properties and joint venture arrangements.

In addition, the Company may acquire properties in transactions that include OP Units as consideration for the acquired properties.

Such transactions may, in certain circumstances, enable the sellers to defer, in whole or in part, the recognition of taxable income or gain that might otherwise result from the sales.

As part of its strategy, the Company purchases apartment properties at various stages of occupancy and completion and may acquire land parcels to hold and/or sell as well as options to buy more land in the future.

The Company may also seek to acquire properties by providing mezzanine financing/equity and/or purchasing defaulted or distressed debt that encumbers desirable properties.

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

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.

We endeavor to provide a richly diverse work environment that employs the highest performers, cultivates the best ideas and creates the widest possible platform for success.

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

We are committed to providing our employees with encouragement, guidance, time and resources to learn and apply the skills required to succeed in their jobs.

We provide many classroom and on-line training courses to assist our employees in interacting with prospects and residents as well as extensive training for our customer service specialists in maintaining our properties and improvements, equipment and appliances.

We have a commitment to sustainability and consider the environmental impacts of our business activities.

Sustainability and social responsibility are key drivers of our focus on creating the best apartment communities for residents to live, work and play.

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

Our recent acquisition and development activities have been primarily concentrated in pedestrian-friendly urban and close-in suburban locations near public transportation.

experience of our residents and the value of our assets.

We continue to implement a combination of irrigation, lighting, HVAC and renewable energy improvements at our properties that will reduce energy and water consumption.

For 2019, we continue to have an express company-wide goal for Total Well-Being, which includes enhanced ESG efforts.

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

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

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

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

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

Starwood Transaction

The Company executed an agreement with controlled affiliates of Starwood Capital Group (“Starwood”) on October 23, 2015 to sell a portfolio of 72 operating properties consisting of 23,262 apartment units located in five markets across the United States for $5.365 billion (the “Starwood Transaction” or “Starwood Portfolio”).

On January 26 and 27, 2016, the Company closed on the sale of the entire portfolio described above.

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

The Company used the majority of the proceeds from the Starwood Transaction and other 2016 dispositions to pay two special dividends to its shareholders and holders of OP Units of $11.00 per share/unit in the aggregate, consisting of 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 Company used the majority of the remaining proceeds to reduce aggregate indebtedness in order to make the transaction leverage neutral.

The Company retired approximately $2.0 billion in secured and unsecured debt, the majority of which was scheduled to mature in 2016 and 2017, which improved the Company’s already strong credit metrics.

As of December 31, [removed: 2018,] [added: 2019,] 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.

For the Fiscal Year Ended [removed: DECEMBER] [added: December] 31, [removed: 2018][added: 2019]

[removed: EQUITY RESIDENTIAL][added: EQUITY RESIDENTIAL]

| Common Shares of Beneficial Interest, $0.01 Par Value (Equity Residential) | [added: | EQR | |] New York Stock Exchange |

| 7.57% Notes due August 15, 2026 (ERP Operating Limited Partnership) | [added: | N/A | |] New York Stock Exchange |

| [removed: (Title] [added: Title] of each [removed: class)] [added: class] | [removed: (Name] [added: | Trading Symbol(s) | | Name] of each exchange on which [removed: registered)] [added: registered] |

The aggregate market value of Common Shares held by non-affiliates of the Registrant was approximately [removed: $23.1] [added: $27.9] billion based upon the closing price on June 30, [removed: 2018] [added: 2019] of [removed: $63.69] [added: $75.92] 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: 15, 2019] [added: 14, 2020] was [removed: 369,933,743.][added: 371,978,449.]

Part III incorporates by reference certain information that will be contained in Equity Residential’s Proxy Statement relating to its [removed: 2019] [added: 2020] 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: 2018,] [added: 2019,] 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: 2018] [added: 2019] of Equity Residential and ERP Operating Limited Partnership.

[removed: ][added: ]

EQR is the general partner of, and as of December 31, [removed: 2018] [added: 2019] owned an approximate 96.4% ownership interest in, ERPOP.

EQR also issues equity from time to time, the net proceeds of which it is obligated to contribute to [removed: ERPOP, and guarantees certain debt of ERPOP, as disclosed in this report.][added: ERPOP.]

This report also includes separate Part II, Item 9A, [removed: Controls] [added: *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 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.

| Item 1A. | | [Risk Factors](#ITEM_1A_RISK_FACTORS) | | [removed: 8] [added: 9] |

| Item 1B. | | [Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | | [removed: 27] [added: 17] |

| Item 2. | | [Properties](#ITEM_2_PROPERTIES) | | [removed: 27] [added: 17] |

| Item 3. | | [Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS) | | [removed: 29] [added: 19] |

| Item 4. | | [Mine Safety Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES) | | [removed: 29] [added: 19] |

| 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: 30] [added: 20] |

| Item 6. | | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | | [removed: 30] [added: 21] |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | | [removed: 33] [added: 23] |

| Item 7A. | | [Quantitative and Qualitative Disclosures about Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | | [removed: 52] [added: 42] |

| Item 8. | | [Financial Statements and Supplementary Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | | [removed: 53] [added: 43] |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | | [removed: 53] [added: 43] |

| Item 9A. | | [Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURES) | | [removed: 53] [added: 43] |

| Item 9B. | | [Other Information](#ITEM_9B_OR_INFORMATION) | | [removed: 54] [added: 44] |

| Item 10. | | [Trustees, Executive Officers and Corporate Governance](#ITEMS_10_11_12_13_14) | | [removed: 55] [added: 45] |

| Item 11. | | [Executive Compensation](#ITEMS_10_11_12_13_14) | | [removed: 55] [added: 45] |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEMS_10_11_12_13_14) | | [removed: 55] [added: 45] |

| Item 13. | | [Certain Relationships and Related Transactions, and Trustee Independence](#ITEMS_10_11_12_13_14) | | [removed: 55] [added: 45] |

| Item 14. | | [Principal Accounting Fees and Services](#ITEMS_10_11_12_13_14) | | [removed: 55] [added: 45] |

| Item 15. | | [Exhibits, Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | | [removed: 56] [added: 46] |

| Item 16. | | [Form 10-K Summary](#ITEM_16_FORM_10K_SUMMARY) | | [removed: 56] [added: 46] |

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

| EX-4.1 | | | | |

| EX-4.2 | | | | |

| EX-4.3 | | | | |

| | | | | |

| | | | | |

10-K 1 eqr-10k_20181231.htm 10-K

| --- | --- |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| Equity Residential ☐ | ERP Operating Limited Partnership ☐ |

As of December 31, [removed: 2018,] [added: 2019,] the Company, directly or indirectly through investments in title holding entities, owned all or a portion of [removed: 307] [added: 309] properties located in [removed: 11] [added: 10] states and the District of Columbia consisting of [removed: 79,482] [added: 79,962] apartment units.

See Item 1, [removed: Business,] [added: *Business*,] for additional information regarding the Company’s properties and the markets/metro areas upon which we are focused.

| Wholly Owned Properties | | | [removed: 287] [added: 291] | | | | [removed: 74,840] [added: 76,265] | |

The following table sets forth certain information by market relating to the Company’s properties at December 31, [removed: 2018:][added: 2019:]

| Orange County | | | 13 | | | | 4,028 | | | | 4.3 | % | | | [removed: 2,202] [added: 2,271] | |

| San Diego | | | 12 | | | | 3,385 | | | | 3.8 | % | | | [removed: 2,376] [added: 2,437] | |

| San Francisco | | | [removed: 55] [added: 51] | | | | [removed: 13,424] [added: 13,606] | | | | 20.6 | % | | | [removed: 3,219] [added: 3,320] | |

| Other Markets | | | 1 | | | | 136 | | | | — | % | | | [removed: 1,217] [added: 1,323] | |

| [removed: |] (A) | % of Stabilized Budgeted NOI - Represents budgeted [removed: 2019] [added: 2020] 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. |

| [removed: |] (B) | Average Rental Rate - 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. |

As of December 31, [removed: 2018,] [added: 2019,] the Company’s same store occupancy was 96.1% and its total portfolio-wide occupancy, which includes completed development properties in various stages of lease-up, was [removed: 95.9%.][added: 95.8%.]

The consolidated properties currently in various stages of development and lease-up at December 31, [removed: 2018] [added: 2019] are included in the following table:

| Development and Lease-Up Projects as of December 31, [removed: 2018] [added: 2019] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Projects Under [removed: Development:] [added: Development - Wholly Owned:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [added: Chloe on Madison (fka] 1401 E. [removed: Madison] [added: Madison)] | | Seattle, WA | | | 137 | | | [removed: $] | [removed: 62,352] [added: 65,341] | | | [removed: $] | [removed: 34,523] [added: 62,995] | | | [removed: $] | [removed: 34,523] [added: —] | | | [removed: $] | — | | | | [removed: 45] | [removed: %] | | [removed: Q2] [added: Q3] 2019 | | Q3 2019 | | [removed: Q1] [added: Q2] 2020 | | | [removed: —] [added: 81] | [added: %] | | | [removed: —] [added: 75] | [added: %] |

| [added: Lofts at Kendall Square II (fka] 249 Third [removed: Street] [added: Street)] | | Cambridge, MA | | | 84 | | | | 51,447 | | | | [removed: 26,168] [added: 47,259] | | | | [removed: 26,168] [added: —] | | | | — | | | | [removed: 38] | [removed: %] | | Q3 2019 | | [removed: Q4] [added: Q3] 2019 | | Q2 2020 | | | [removed: —] [added: 81] | [added: %] | | | [removed: —] [added: 79] | [added: %] |

| [added: Alcott Apartments (fka] West End [removed: Tower] [added: Tower)] | | Boston, MA | | | [removed: 469] [added: 470] | | | [added: $] | 409,749 | | | [added: $] | [removed: 48,718] [added: 139,310] | | | [added: $] | [removed: 48,718] [added: 139,310] | | | [added: $] | — | | | | [removed: 7] [added: 32] | % | | Q2 2021 | | Q3 2021 | | Q1 2023 | | | — | | | | — | |

| Completed Not Stabilized [removed: (2):] [added: (4):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 100K Apartments | | Washington D.C. | | | 222 | | | | [removed: 88,023] [added: 85,273] | | | | [removed: 85,116] [added: 85,262] | | | | — | | | | — | | | | | | | Q3 2018 | | Q4 2018 | | Q4 2019 | | | [removed: 39] [added: 96] | % | | | [removed: 35] [added: 96] | % |

| Projects Completed Not Stabilized | | | | | [removed: 222] [added: 221] | | | | [removed: 88,023] [added: 116,788] | | | | [removed: 85,116] [added: 110,254] | | | | — | | | | — | | | | | | | | | | | | | | | | | | | |

| Projects Completed and Stabilized During the Quarter | | | | | [removed: 477] [added: 222] | | | | [removed: 174,378] [added: 85,273] | | | | [removed: 171,902] [added: 85,262] | | | | — | | | | — | | | | | | | | | | | | | | | | | | | |

| Land Held for Development | | | | N/A | | | | N/A | | | | $ | [removed: 89,909] [added: 96,688] | | | $ | [removed: 89,909] [added: 96,688] | | | $ | — | | | | | | | | | | | | | | | | | | | |

| (1) | Total Budgeted Capital Cost – Estimated [added: remaining] cost for projects under development and/or developed [removed: and] [added: plus] all capitalized costs incurred to 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, plus any estimates of costs remaining to be funded for all projects, all in accordance with GAAP. |

| [removed: (2)] [added: (4)] | Properties included here are substantially complete. However, they may still require additional exterior and interior work for all apartment units to be available for leasing. [added: Both of these properties are wholly owned by the Company.] |

| Garden | | | 105 | | | | 26,688 | | | | 254 | |

| Mid/High-Rise | | | 204 | | | | 53,274 | | | | 261 | |

| | | | 309 | | | | 79,962 | | | | 259 | |

| | | | 309 | | | | 79,962 | |

| Los Angeles | | | 72 | | | | 16,603 | | | | 18.7 | % | | $ | 2,634 | |

| Subtotal – Southern California | | | 97 | | | | 24,016 | | | | 26.8 | % | | | 2,545 | |

| Washington D.C. | | | 48 | | | | 15,248 | | | | 16.2 | % | | | 2,466 | |

| New York | | | 37 | | | | 9,606 | | | | 14.4 | % | | | 3,937 | |

| Seattle | | | 45 | | | | 9,296 | | | | 10.7 | % | | | 2,459 | |

| Boston | | | 25 | | | | 6,430 | | | | 9.9 | % | | | 3,179 | |

| Denver | | | 5 | | | | 1,624 | | | | 1.4 | % | | | 2,053 | |

| Total | | | 309 | | | | 79,962 | | | | 100.0 | % | | $ | 2,858 | |

| 4885 Edgemoor Lane (2) | | Bethesda, MD | | | 154 | | | | 75,271 | | | | 10,865 | | | | 10,865 | | | | — | | | | 4 | % | | Q3 2021 | | Q3 2021 | | Q3 2022 | | | — | | | | — | |

| Projects Under Development Wholly Owned | | | | | 624 | | | | 485,020 | | | | 150,175 | | | | 150,175 | | | | — | | | | | | | | | | | | | | | | | | | |

| Projects Under Development - Partially Owned: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Aero Apartments (3) | | Alameda, CA | | | 200 | | | | 117,794 | | | | 31,455 | | | | 31,455 | | | | 7,050 | | | | 11 | % | | Q4 2020 | | Q2 2021 | | Q2 2022 | | | — | | | | — | |

| Projects Under Development Partially Owned | | | | | 200 | | | | 117,794 | | | | 31,455 | | | | 31,455 | | | | 7,050 | | | | | | | | | | | | | | | | | | | |

| Projects Under Development | | | | | 824 | | | | 602,814 | | | | 181,630 | | | | 181,630 | | | | 7,050 | | | | | | | | | | | | | | | | | | | |

| Total Development Projects | | | | | 1,267 | | | $ | 804,875 | | | $ | 377,146 | | | $ | 181,630 | | | $ | 7,050 | | | | | | | | | | | | | | | | | | | |

| --- | --- |

| (2) | 4885 Edgemoor Lane – The land under this project is subject to a long-term ground lease. This project is adjacent to an existing apartment property owned by the Company. |

| --- | --- |

| (3) | Aero Apartments – This development project is owned 90% by the Company and 10% by a third party partner in a joint venture consolidated by the Company. Construction is being partially funded with a construction loan that is non-recourse to the Company. The joint venture partner has funded $4.6 million for its allocated share of the project equity and serves as the developer of the project. |

| --- | --- |

| --- | --- |

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

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

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

| Partially Owned Properties – Unconsolidated | | | 2 | | | | 945 | |

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

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

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

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

| 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 | |

| Unconsolidated Properties | | | 2 | | | | 945 | | | | — | | | | — | |

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

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

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

| 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 | | | $ | — | | | | | | | | | | | | | | | | | | | |

Note: All development projects are wholly owned by the Company.

At February [removed: 15, 2019,] [added: 14, 2020,] the number of record holders of Common Shares was approximately [removed: 2,100] [added: 2,030] and [removed: 369,933,743] [added: 371,978,449] Common Shares were outstanding.

At February [removed: 15, 2019,] [added: 14, 2020,] the number of record holders of Units in the Operating Partnership was approximately [removed: 500] [added: 485] and [removed: 383,968,656] [added: 385,928,364] Units were outstanding.

| Fourth Quarter Ended December 31, | | $ | [removed: 0.54] [added: 0.5675] | | | $ | [removed: 0.50375] [added: 0.54] | |

| Third Quarter Ended September 30, | | $ | [removed: 0.54] [added: 0.5675] | | | $ | [removed: 0.50375] [added: 0.54] | |

| Second Quarter Ended June 30, | | $ | [removed: 0.54] [added: 0.5675] | | | $ | [removed: 0.50375] [added: 0.54] | |

| First Quarter Ended March 31, | | $ | [removed: 0.54] [added: 0.5675] | | | $ | [removed: 0.50375] [added: 0.54] | |

Unregistered Common Shares Issued in the Quarter Ended December 31, [removed: 2018] [added: 2019] (Equity Residential)

During the quarter ended December 31, [removed: 2018,] [added: 2019,] EQR issued [removed: 118,967] [added: 19,540] Common Shares in exchange for [removed: 118,967] [added: 19,540] OP Units held by various limited partners of ERPOP.

These shares were either registered under the Securities Act of 1933, as amended (the “Securities Act”), or issued in reliance on an exemption from registration under Section [removed: 4(2)] [added: 4(a)(2)] of the Securities Act and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering.

The following table provides information as of December 31, [removed: 2018] [added: 2019] with respect to the Company’s Common Shares that may be issued under its existing equity compensation plans.

| Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | | [removed: Weighted average] [added: Weighted-average] exercise price of outstanding options, warrants and rights | | [added: | |] Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a)) | | |

| Equity compensation plans [added: not] approved by shareholders | | [added: N/A] | [removed: 7,112,235] | | | [removed: $52.35] [added: N/A] | | | [removed: 7,598,377] | [added: N/A] | [added: | |]

| Equity compensation plans [removed: not] approved by shareholders | | [removed: N/A] | [added: 5,567,544] | | | [removed: N/A] [added: $] | [added: 55.52] | [removed: N/A] | | | [added: 14,042,598 | |]

| (1) | The amounts shown in columns (a) and (b) of the above table do not include [removed: 299,425] [added: 306,706] 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 [removed: Plan”)] [added: Plan”),] and [added: 2019 Share Incentive Plan, as amended (the “2019 Plan”), and] outstanding Common Shares that have been purchased by employees and trustees under the Company’s ESPP. |

| (2) | Includes [removed: 4,835,914] [added: 11,328,266] Common Shares that may be issued under the [removed: 2011 Plan, of which only 33% may be in the form of restricted shares/units,] [added: 2019 Plan] and [removed: 2,762,463] [added: 2,714,332] Common Shares that may be sold to employees and trustees under the ESPP. |

| | | 2019 | | | | 2018 | | |

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

| | | (a) (1) | | | | (b) (1) | | | | (c) (2) | | |

On June 27, 2019, the shareholders of EQR approved the Company's 2019 Plan and the Company has filed a Form S-8 registration statement to register 11,331,958 Common Shares under this plan.

As of December 31, 2019, 11,328,266 shares were available for future issuance.

In conjunction with the approval of the 2019 Plan, no further awards may be granted under the 2011 Plan.

The 2019 Plan expires on June 27, 2029.

| | | 2018 | | | | 2017 | | |

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

| | | (a) (1) | | | | (b) (1) | | (c) (2) | | |

| | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Total revenues from continuing operations | | $ | [removed: 2,578,434] [added: 2,701,075] | | | $ | [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] | |

| Interest and other income | | $ | [removed: 15,317] [added: 2,817] | | | $ | [removed: 6,136] [added: 15,317] | | | $ | [removed: 65,773] [added: 6,136] | | | $ | [removed: 7,372] [added: 65,773] | | | $ | [removed: 4,462] [added: 7,372] | |

| Net gain (loss) on sales of real estate properties | | $ | [removed: 256,810] [added: 447,637] | | | $ | [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] | |

| Income from continuing operations | | $ | [removed: 685,192] [added: 1,009,708] | | | $ | [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] | |

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

| Net income | | $ | [removed: 685,192] [added: 1,009,708] | | | $ | [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] | |

| Net income available to Common Shares | | $ | [removed: 654,445] [added: 967,287] | | | $ | [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] | |

| Income from continuing operations available to Common Shares | | $ | [removed: 1.78] [added: 2.61] | | | $ | [removed: 1.64] [added: 1.78] | | | $ | [removed: 11.75] [added: 1.64] | | | $ | [removed: 2.37] [added: 11.75] | | | $ | [removed: 1.73] [added: 2.37] | |

| Net income available to Common Shares | | $ | [removed: 1.78] [added: 2.61] | | | $ | [removed: 1.64] [added: 1.78] | | | $ | [removed: 11.75] [added: 1.64] | | | $ | [removed: 2.37] [added: 11.75] | | | $ | [removed: 1.74] [added: 2.37] | |

| Weighted average Common Shares outstanding | | | [removed: 368,052] [added: 370,461] | | | | [removed: 366,968] [added: 368,052] | | | | [removed: 365,002] [added: 366,968] | | | | [removed: 363,498] [added: 365,002] | | | | [removed: 361,181] [added: 363,498] | |

| Income from continuing operations available to Common Shares | | $ | [removed: 1.77] [added: 2.60] | | | $ | [removed: 1.63] [added: 1.77] | | | $ | [removed: 11.68] [added: 1.63] | | | $ | [removed: 2.36] [added: 11.68] | | | $ | [removed: 1.72] [added: 2.36] | |

| Net income available to Common Shares | | $ | [removed: 1.77] [added: 2.60] | | | $ | [removed: 1.63] [added: 1.77] | | | $ | [removed: 11.68] [added: 1.63] | | | $ | [removed: 2.36] [added: 11.68] | | | $ | [removed: 1.73] [added: 2.36] | |

| Weighted average Common Shares outstanding | | | [removed: 383,695] [added: 386,333] | | | | [removed: 382,678] [added: 383,695] | | | | [removed: 381,992] [added: 382,678] | | | | [removed: 380,620] [added: 381,992] | | | | [removed: 377,735] [added: 380,620] | |

| Distributions declared per Common Share outstanding | | $ | [removed: 2.16] [added: 2.27] | | | $ | [removed: 2.015] [added: 2.16] | | | $ | [removed: 13.015] [added: 2.015] | | | $ | [removed: 2.21] [added: 13.015] | | | $ | [removed: 2.00] [added: 2.21] | |

| Real estate, before accumulated depreciation | | $ | [removed: 26,511,022] [added: 27,533,607] | | | $ | [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] | |

| Real estate, after accumulated depreciation | | $ | [removed: 19,814,741] [added: 20,256,821] | | | $ | [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] | |

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

| Total assets | | $ | [removed: 20,394,209] [added: 21,172,769] | | | $ | [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] | |

| Total debt | | $ | [removed: 8,817,939] [added: 9,036,956] | | | $ | [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] | |

| Redeemable Noncontrolling Interests – Operating Partnership | | $ | [removed: 379,106] [added: 463,400] | | | $ | [removed: 366,955] [added: 379,106] | | | $ | [removed: 442,092] [added: 366,955] | | | $ | [removed: 566,783] [added: 442,092] | | | $ | [removed: 500,733] [added: 566,783] | |

| Total shareholders' equity | | $ | [removed: 10,173,204] [added: 10,315,506] | | | $ | [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] | |

| Total Noncontrolling Interests | | $ | [removed: 226,445] [added: 229,020] | | | $ | [removed: 231,399] [added: 226,445] | | | $ | [removed: 231,906] [added: 231,399] | | | $ | [removed: 225,987] [added: 231,906] | | | $ | [removed: 339,320] [added: 225,987] | |

| Total properties (at end of period) | | | [removed: 307] [added: 309] | | | | [removed: 305] [added: 307] | | | | [removed: 302] [added: 305] | | | | [removed: 394] [added: 302] | | | | [removed: 391] [added: 394] | |

| Total apartment units (at end of period) | | | [removed: 79,482] [added: 79,962] | | | | [removed: 78,611] [added: 79,482] | | | | [removed: 77,458] [added: 78,611] | | | | [removed: 109,652] [added: 77,458] | | | | [removed: 109,225] [added: 109,652] | |

| Funds from operations available to Common Shares and Units – basic (1) | | $ | [removed: 1,204,867] [added: 1,311,058] | | | $ | [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] | |

| Normalized funds from operations available to Common Shares and Units – basic (1) | | $ | [removed: 1,248,710] [added: 1,348,068] | | | $ | [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] | |

| Operating activities | | $ | [removed: 1,356,295] [added: 1,456,984] | | | $ | [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] | |

| Investing activities | | $ | [removed: (376,834] [added: (771,824] | ) | | $ | [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] | ) |

| Financing activities | | $ | [removed: (963,910] [added: (684,474] | ) | | $ | [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: ERP] [added: ERP] OPERATING LIMITED [removed: PARTNERSHIP][added: PARTNERSHIP]

| Net income available to Units | | $ | [removed: 679,384] [added: 1,003,321] | | | $ | [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] | |

| Income from continuing operations available to Units | | $ | [removed: 1.78] [added: 2.61] | | | $ | [removed: 1.64] [added: 1.78] | | | $ | [removed: 11.75] [added: 1.64] | | | $ | [removed: 2.37] [added: 11.75] | | | $ | [removed: 1.73] [added: 2.37] | |

| Net income available to Units | | $ | [removed: 1.78] [added: 2.61] | | | $ | [removed: 1.64] [added: 1.78] | | | $ | [removed: 11.75] [added: 1.64] | | | $ | [removed: 2.37] [added: 11.75] | | | $ | [removed: 1.74] [added: 2.37] | |

| Weighted average Units outstanding | | | [removed: 380,921] [added: 383,368] | | | | [removed: 379,869] [added: 380,921] | | | | [removed: 378,829] [added: 379,869] | | | | [removed: 377,074] [added: 378,829] | | | | [removed: 374,899] [added: 377,074] | |

| Income from continuing operations available to Units | | $ | [removed: 1.77] [added: 2.60] | | | $ | [removed: 1.63] [added: 1.77] | | | $ | [removed: 11.68] [added: 1.63] | | | $ | [removed: 2.36] [added: 11.68] | | | $ | [removed: 1.72] [added: 2.36] | |

| Net income available to Units | | $ | [removed: 1.77] [added: 2.60] | | | $ | [removed: 1.63] [added: 1.77] | | | $ | [removed: 11.68] [added: 1.63] | | | $ | [removed: 2.36] [added: 11.68] | | | $ | [removed: 1.73] [added: 2.36] | |

| Weighted average Units outstanding | | | [removed: 383,695] [added: 386,333] | | | | [removed: 382,678] [added: 383,695] | | | | [removed: 381,992] [added: 382,678] | | | | [removed: 380,620] [added: 381,992] | | | | [removed: 377,735] [added: 380,620] | |

| Distributions declared per Unit outstanding | | $ | [removed: 2.16] [added: 2.27] | | | $ | [removed: 2.015] [added: 2.16] | | | $ | [removed: 13.015] [added: 2.015] | | | $ | [removed: 2.21] [added: 13.015] | | | $ | [removed: 2.00] [added: 2.21] | |

| Redeemable Limited Partners | | $ | [removed: 379,106] [added: 463,400] | | | $ | [removed: 366,955] [added: 379,106] | | | $ | [removed: 442,092] [added: 366,955] | | | $ | [removed: 566,783] [added: 442,092] | | | $ | [removed: 500,733] [added: 566,783] | |

As a result of the adoption of new lease accounting guidance on January 1, 2019, prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting policies (see Note 2 in the Notes to Consolidated Financial Statements for further discussion).

| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Total revenues from continuing operations | | $ | 2,701,075 | | | $ | 2,578,434 | | | $ | 2,471,406 | | | $ | 2,425,800 | | | $ | 2,744,965 | |

| Net gain (loss) on sales of real estate properties | | $ | 447,637 | | | $ | 256,810 | | | $ | 157,057 | | | $ | 4,044,055 | | | $ | 335,134 | |

| Interest and other income | | $ | 2,817 | | | $ | 15,317 | | | $ | 6,136 | | | $ | 65,773 | | | $ | 7,372 | |

| Income from continuing operations | | $ | 1,009,708 | | | $ | 685,192 | | | $ | 628,381 | | | $ | 4,479,586 | | | $ | 907,621 | |

| Discontinued operations, net | | $ | — | | | $ | — | | | $ | — | | | $ | 518 | | | $ | 397 | |

| Net income | | $ | 1,009,708 | | | $ | 685,192 | | | $ | 628,381 | | | $ | 4,480,104 | | | $ | 908,018 | |

| Real estate, before accumulated depreciation | | $ | 27,533,607 | | | $ | 26,511,022 | | | $ | 26,026,896 | | | $ | 25,386,425 | | | $ | 25,182,352 | |

| Real estate, after accumulated depreciation | | $ | 20,256,821 | | | $ | 19,814,741 | | | $ | 19,986,518 | | | $ | 20,026,036 | | | $ | 20,276,946 | |

| Real estate held for sale | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,181,135 | |

| Total assets | | $ | 21,172,769 | | | $ | 20,394,209 | | | $ | 20,570,599 | | | $ | 20,704,148 | | | $ | 23,110,196 | |

| Total debt | | $ | 9,036,956 | | | $ | 8,817,939 | | | $ | 8,957,291 | | | $ | 8,987,258 | | | $ | 10,921,366 | |

| Total properties (at end of period) | | | 309 | | | | 307 | | | | 305 | | | | 302 | | | | 394 | |

| Total apartment units (at end of period) | | | 79,962 | | | | 79,482 | | | | 78,611 | | | | 77,458 | | | | 109,652 | |

| Operating activities | | $ | 1,456,984 | | | $ | 1,356,295 | | | $ | 1,265,788 | | | $ | 1,214,123 | | | $ | 1,356,628 | |

| Investing activities | | $ | (771,824 | ) | | $ | (376,834 | ) | | $ | (594,296 | ) | | $ | 5,903,942 | | | $ | (695,814 | ) |

| Financing activities | | $ | (684,474 | ) | | $ | (963,910 | ) | | $ | (789,818 | ) | | $ | (7,054,092 | ) | | $ | (666,167 | ) |

Effective as of December 31, [removed: 2018,] [added: 2019,] 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: 2018.][added: 2019.]

Our internal control over financial reporting has been audited as of December 31, [removed: 2018] [added: 2019] 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: 2018] [added: 2019] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

[removed: ERP] [added: *ERP] Operating Limited [removed: Partnership][added: Partnership*]

Effective as of December 31, [removed: 2018,] [added: 2019,] 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: 2018.][added: 2019.]

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: 2018] [added: 2019] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

Our internal control over financial reporting has been audited as of December 31, 2019 by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Trustees, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; Certain Relationships and Related Transactions, and Trustee Independence; and Principal Accounting Fees and [removed: Services.][added: Services]

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: 2018,] [added: 2019,] and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K.

| [removed: 4.1] [added: 4.4] | | Indenture, dated October 1, 1994, between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A., as successor trustee (“Indenture”). | | Included as Exhibit 4(a) to ERP Operating Limited Partnership’s Form S-3 filed on October 7, 1994. |

| [removed: 4.2] [added: 4.5] | | [First Supplemental Indenture to Indenture, dated as of September 9, 2004.](http://www.sec.gov/Archives/edgar/data/931182/000110465904027222/a04-10391_1ex4d2.htm) | | Included as Exhibit 4.2 to ERP Operating Limited Partnership’s Form 8-K, filed on September 10, 2004. |

| [removed: 4.3] [added: 4.6] | | [Second Supplemental Indenture to Indenture, dated as of August 23, 2006.](http://www.sec.gov/Archives/edgar/data/931182/000110465906056651/a06-18481_1ex4d1.htm) | | Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated August 16, 2006, filed on August 23, 2006. |

| [removed: 4.4] [added: 4.7] | | [Third Supplemental Indenture to Indenture, dated as of June 4, 2007.](http://www.sec.gov/Archives/edgar/data/931182/000110465907044698/a07-15716_1ex4d1.htm) | | Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated May 30, 2007, filed on June 1, 2007. |

| [removed: 4.5] [added: 4.8] | | [Fourth Supplemental Indenture to Indenture, dated as of December 12, 2011.](http://www.sec.gov/Archives/edgar/data/931182/000119312511336640/d267714dex42.htm) | | Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated December 7, 2011, filed on December 9, 2011. |

| [removed: 4.6] [added: 4.9] | | [Fifth Supplemental Indenture to Indenture, dated as of February 1, 2016.](http://www.sec.gov/Archives/edgar/data/906107/000090610716000029/erpop-2015xexhbit46.htm) | | Included as Exhibit 4.6 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2015. |

| [removed: 4.7] [added: 4.20] | | [Form of [removed: 2.375%] [added: 4.500%] Note due July 1, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/931182/000119312514241000/d744998dex41.htm)] [added: 2044.](http://www.sec.gov/Archives/edgar/data/931182/000119312514241000/d744998dex42.htm)] | | Included as Exhibit [removed: 4.1] [added: 4.2] to ERP Operating Limited Partnership's Form 8-K dated June 16, 2014, filed on June 18, 2014. |

| [removed: 4.8] [added: 4.10] | | [Form of [removed: 4.75%] [added: 4.625%] Note due [removed: July] [added: December] 15, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/931182/000119312510158914/dex41.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/931182/000119312511336640/d267714dex41.htm)] | | Included as Exhibit 4.1 to ERP Operating Limited [removed: Partnership’s] [added: Partnership's] Form 8-K dated [removed: July 12, 2010,] [added: December 7, 2011,] filed on [removed: July 15, 2010.] [added: December 9, 2011.] |

| [removed: 4.9] [added: 4.11] | | [Form of [removed: 4.625%] [added: 3.00%] Note due [removed: December] [added: April] 15, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/931182/000119312511336640/d267714dex41.htm)] [added: 2023.](http://www.sec.gov/Archives/edgar/data/931182/000119312513146173/d517536dex41.htm)] | | Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated [removed: December 7, 2011,] [added: April 3, 2013,] filed on [removed: December 9, 2011.] [added: April 8, 2013.] |

| [removed: 4.10] [added: 4.12] | | [Form of [removed: 3.00%] [added: 3.375%] Note due [removed: April 15, 2023.](http://www.sec.gov/Archives/edgar/data/931182/000119312513146173/d517536dex41.htm)] [added: June 1, 2025.](http://www.sec.gov/Archives/edgar/data/931182/000119312515185895/d925506dex41.htm)] | | Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated [removed: April 3, 2013,] [added: May 11, 2015,] filed on [removed: April 8, 2013.] [added: May 13, 2015.] |

| [removed: 4.11] [added: 4.21] | | [Form of [removed: 3.375%] [added: 4.500%] Note due June 1, [removed: 2025.](http://www.sec.gov/Archives/edgar/data/931182/000119312515185895/d925506dex41.htm)] [added: 2045.](http://www.sec.gov/Archives/edgar/data/931182/000119312515185895/d925506dex42.htm)] | | Included as Exhibit [removed: 4.1] [added: 4.2] to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015. |

| [removed: 4.12] [added: 4.13] | | [Terms Agreement regarding 7.57% Notes due August 15, 2026.](http://www.sec.gov/Archives/edgar/data/931182/0000950131-96-003872.txt) | | Included as Exhibit 1 to ERP Operating Limited Partnership’s Form 8-K, filed on August 13, 1996. |

| [removed: 4.13] [added: 4.14] | | [Form of 2.850% Note due November 1, 2026.](http://www.sec.gov/Archives/edgar/data/931182/000119312516733856/d241075dex41.htm) | | Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated October 4, 2016, filed on October 7, 2016. |

| [removed: 4.14] [added: 4.15] | | [Form of 3.250% Note due August 1, 2027.](http://www.sec.gov/Archives/edgar/data/906107/000119312517245849/d433744dex41.htm) | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated July 31, 2017, filed on August 2, 2017. |

| [removed: 4.15] [added: 4.16] | | [Form of 3.500% Note due March 1, 2028.](http://www.sec.gov/Archives/edgar/data/906107/000119312518032305/d513291dex41.htm) | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 1, 2018, filed on February 6, 2018. |

| [removed: 4.16] [added: 4.17] | | [Form of 4.150% Note due December 1, 2028.](http://www.sec.gov/Archives/edgar/data/906107/000119312518338071/d664437dex41.htm) | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated November 28, 2018, filed on November 29, 2018. |

| [removed: 4.17] [added: 4.18] | | [Form of [removed: 4.500%] [added: 3.000%] Note due July 1, [removed: 2044.](http://www.sec.gov/Archives/edgar/data/931182/000119312514241000/d744998dex42.htm)] [added: 2029.](http://www.sec.gov/Archives/edgar/data/906107/000119312519177504/d737088dex41.htm)] | | Included as Exhibit [removed: 4.2] [added: 4.1] to [added: Equity Residential's and] ERP Operating Limited Partnership's Form 8-K dated June [removed: 16, 2014,] [added: 17, 2019,] filed on June [removed: 18, 2014.] [added: 20, 2019.] |

| [removed: 4.18] [added: 4.22] | | [Form of [removed: 4.500%] [added: 4.000%] Note due [removed: June] [added: August] 1, [removed: 2045.](http://www.sec.gov/Archives/edgar/data/931182/000119312515185895/d925506dex42.htm)] [added: 2047.](http://www.sec.gov/Archives/edgar/data/906107/000119312517245849/d433744dex42.htm)] | | Included as Exhibit 4.2 to [added: Equity Residential's and] ERP Operating Limited Partnership's Form 8-K dated [removed: May 11, 2015,] [added: July 31, 2017,] filed on [removed: May 13, 2015.] [added: August 2, 2017.] |

| 4.19 | | [Form of [removed: 4.000%] [added: 2.500%] Note due [removed: August 1, 2047.](http://www.sec.gov/Archives/edgar/data/906107/000119312517245849/d433744dex42.htm)] [added: February 15, 2030.](http://www.sec.gov/Archives/edgar/data/906107/000119312519226889/d797062dex41.htm)] | | Included as Exhibit [removed: 4.2] [added: 4.1] to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated [removed: July 31, 2017,] [added: August 20, 2019,] filed on August [removed: 2, 2017.] [added: 22, 2019.] |

| 10.4 | | [Revolving Credit [removed: Agreement] [added: Agreement,] dated as of November [removed: 3, 2016] [added: 1, 2019,] among ERP Operating Limited Partnership, Bank of America, N.A., as Administrative Agent, [removed: Wells Fargo Bank, National Association,] and [removed: JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and a syndicate of other banks (the “Credit Agreement”).](http://www.sec.gov/Archives/edgar/data/906107/000119312516758926/d285856dex101.htm)] [added: the financial institutions party thereto.](http://www.sec.gov/Archives/edgar/data/906107/000119312519283407/d794732dex101.htm)] | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated [removed: and] [added: November 1, 2019,] filed [added: on] November [removed: 3, 2016.] [added: 4, 2019.] |

| [removed: 10.6] [added: 10.5] | | [Amended and Restated Limited Partnership Agreement of Lexford Properties, L.P.](http://www.sec.gov/Archives/edgar/data/906107/000091205700011416/0000912057-00-011416.txt) | | Included as Exhibit 10.16 to Equity Residential's Form 10-K for the year ended December 31, 1999. |

| 10.20 | * | [Form of [removed: 2015 Performance] [added: 2018 Long-Term Incentive Plan] Award [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/906107/000090610715000012/exhibit101-1q15.htm)] [added: Agreement.](http://www.sec.gov/Archives/edgar/data/906107/000156459018010687/eqr-ex101_301.htm)] | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, [removed: 2015.] [added: 2018.] |

| [removed: 10.21] [added: 10.28] | * | [removed: [Form of 2018 Long-Term Incentive Plan Award Agreement.](http://www.sec.gov/Archives/edgar/data/906107/000156459018010687/eqr-ex101_301.htm)] [added: [Age 62 Retirement Agreement, dated September 4, 2018, by and between Equity Residential and David J. Neithercut.](http://www.sec.gov/Archives/edgar/data/906107/000156459018025620/eqr-ex101_20.htm)] | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended [removed: March 31,] [added: September 30,] 2018. |